SEC FILE NO. 70-7727
and
SEC FILE NO. 70-8593
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF
TRANSACTIONS
GPU, Inc.
GPU International, Inc.
<PAGE>
- ------------------------------------
:
In the matter of :
GPU, INC. : Certificate Pursuant
GPU INTERNATIONAL, INC. : to Rule 24 of Partial
: Completion of
SEC File No. 70-7727 : Transactions
SEC File No. 70-8593 :
(Public Utility Holding :
Company Act of 1935) :
- ------------------------------------
TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:
The undersigned, GPU, Inc. ("GPU") and GPU International, Inc. ("GPU
International") hereby certify pursuant to Rule 24 of the Rules and Regulations
under the Public Utility Holding Company Act of 1935 (the "Act"), that certain
of the transactions proposed in the Applications, as amended, filed in SEC file
No. 70-7727 and SEC File No. 70-8593, respectively, have been carried out in
accordance with the Commission's Orders dated December 22, 1997, November 16,
1995, June 14, 1995, December 28, 1994, September 12, 1994, December 18, 1992,
and June 26, 1990 with respect to the transactions proposed in the Application,
as amended, in SEC File No. 70-7727, and the Commission's Orders dated, December
22, 1997, November 5, 1997, March 6, 1996, January 19, 1996 and July 6, 1995
with respect to the transactions proposed in the Application, as amended, in SEC
File No. 70-8593, as follows:
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The following is reported in accordance with Supplemental Order dated
November 16, 1995 for SEC File No. 70-7727:
1. Financial Statements
--------------------
A copy of GPU International's unaudited Consolidated Balance Sheet as
of March 31, 1998 and unaudited Consolidated Statement of Operations for the
three months ended March 31, 1998 will be filed separately under a request for
confidential treatment pursuant to Rule 104(b).
2. Business Activities
-------------------
Project Development
-------------------
GPU International continued to engage in project development
activities both domestically and internationally (including in Europe, Asia,
Africa, and South America).
Project Related Services
- ------------------------
GPU International continued to provide management, administrative
and/or operating services as of March 31, 1998 to the following projects (either
directly or through subsidiaries), in which GPU International has a direct or
indirect ownership interest:
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Project Project Owner Location
------- ------------- --------
Marcal Prime Energy L.P. NJ
Chino OLS Acquisition Corp. CA
Camarillo OLS Acquisition Corp. CA
Onondaga Onondaga Cogeneration L.P. NY
Lake Lake Cogen L.P. FL
Pasco Pasco Cogen L.P. FL
Syracuse Project Orange Associates L.P. NY
Mid-Georgia Mid-Georgia Cogen, L.P. GA
3. Guarantees which GPU has Agreed to Grant
----------------------------------------
No matters to be reported.
4. Guarantees Issued
-----------------
GPU International or GPU, for the benefit of GPU International, has
obtained the following standby letters of credit which were effective during the
period January 1, 1998 through March 31, 1998:
(a) On February 26, 1996, a letter of credit in the face amount of $30,000
was issued by Citibank pursuant to its credit agreement with GPU International
("Citibank Credit Agreement") to support a bid for a 500 MW coal-fired
generating plant in Punjab State, India. The letter of credit carries a fee
equal to 0.5 of 1 percent per annum of the face amount plus a .10 percent
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fronting fee. The letter of credit is scheduled to expire on June 30, 1998.
(b) On June 16, 1994, a letter of credit in the face amount of $5 million
was issued by Chase Manhattan Bank in favor of Mellon Bank to support debt
service coverage on the Onondaga Project. The letter of credit carries a fee
equal to 0.7 of 1 percent per annum of the face amount, and is scheduled to
expire on December 15, 1998. GPU entered into the related reimbursement
agreement.
(c) On February 25, 1998, a letter of credit in the face amount of
$5,000,000 was issued by Citibank pursuant to the Citibank Credit Agreement to
support its indemnity obligations under the Partnership Interest Purchase and
Sale Agreement relating to the sale of a 50% interest in the Mid-Georgia project
to Sonat Energy Services Company (Sonat). The letter of credit carries a fee
equal to 0.6 of 1 percent per annum of the face amount, and is scheduled to
expire on December 31, 1999.
In addition, the following guarantees were outstanding during the
period January 1, 1998 through March 31, 1998:
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(a) As of October 18, 1995, a guarantee of amounts up to $122,750,000 was
made by GPU for the benefit of the Bankers Trust Company as collateral agent on
behalf of the Equity Bridge Lenders and the Secured Parties in connection with
the Termobarranquilla (TEBSA) project in Colombia.
(b) GPU International has guaranteed the obligations of GPUI Colombia
Ltd., and International Power Advisors, Inc. (the Operators), each of which are
subsidiaries of GPU Power, Inc. (GPU Power), under the operations and
maintenance agreement (O&M Agreement) in the TEBSA project. The liability of the
Operators under the O&M Agreement is limited to $5 million.
(c) GPU has guaranteed payments to General Electric Capital Corporation of
amounts up to the lesser of six months average rent (approximately $7,026,000)
or $10 million, to the extent Lake Cogen, Ltd. fails to pay rent when due under
the terms of the project lease or chooses not to renew the lease after its
initial 11-year term. In addition, GPU has guaranteed to pay any documentary
stamp taxes and intangible personal property taxes should these taxes become due
and payable in connection with the lease.
(d) GPU International has guaranteed the obligations of its wholly owned
subsidiary, EI Fuels Corporation ("EI Fuels"), under the Natural gas Facilities
Agreement ("Facilities Agreement"),
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dated as of November 30, 1995. Pursuant to the guarantee, GPU International has
guaranteed the payments of EI Fuels to the City of Warner Robins (the "City")
for (a) Fixed Monthly Lease Charge (as defined in the Facilities Agreement) and
(b) any and all extensions, renewals, modifications, amendments or substitutions
of the foregoing. The Fixed Monthly Lease Charge is $24,000, payable commencing
on the in service date of the Mid-Georgia project, subject to reduction in
certain circumstances, for a term of 31 years (approximately $8,928,000 of which
GPU International's share would be $4,464,000). Sonat has assumed 50% of this
obligation.
(e) GPU has guaranteed (i) $16 million for the purpose of funding, on an
interim basis, the equity investment in Mid-Georgia Cogen L.P., which will be
used to finance the construction of the facility and (ii) $3.5 million for a
construction completion guarantee. GPU has also guaranteed up to an additional
$4.5 million in letter of credit obligations on behalf of Mid-Georgia, which
will become effective upon commercial operation expected by mid-1998.
5. Services obtained from associated companies
--------------------------------------------
Services obtained from GPU Service, Inc. consisted of (i)
administrative, internal auditing, accounting and risk management services; (ii)
information services and telecommunications services, and (iii) pension
administration
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services. The total dollar value of such services provided during the period
January 1, 1998 through March 31, 1998 was $276,610.
6. Services provided to associated companies
-----------------------------------------
A description of services provided by GPU International to associate
companies during the period January 1, 1998 through March 31, 1998 will be filed
separately under a request for confidential treatment under Rule 104(b).
7. Investments by GPU in Qualifying Facilities, Exempt Wholesale
----------------------------------------------------------------------
Generators and Foreign Utility Companies, and Percentage of Equity
- ----------------------------------------------------------------------
Ownership
- ---------
Set forth below is a summary of the direct or indirect investments by
GPU, as of March 31, 1998 in qualifying facilities (QFs), EWGs and foreign
utility companies (FUCOs), as well as the percentage of equity ownership.
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Book Value
FUCO, of GPU GPU's % Owners not affiliated with GPU
QF Investment Equity ------------------------------
Associate or at 3/31/98 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------ ---- -------------- ------
Prime Energy, QF $7,786 50% Prudential Insurance Domestic
LP Company of America
OLS Power, QF - 1% Prudential Insurance Domestic
LP Company of America
Onondaga QF 13,082 50% NationsCredit Domestic
Cogen, LP Commercial Corp.
Lake Cogen Ltd. QF 16,216 49.9% Lake Interest Domestic
Holdings Inc.
New Lake Corp. "
Project Orange QF 1,886 4% G.A.S. Partners, LP Domestic
Associates, LP NCP Syracuse Inc. "
Syracuse Investment "
Inc.
Stewart & Stevenson "
Operations, Inc.
Met Life Capital Corp. "
Mid-Georgia EWG & (150)* 50% Sonat Energy Domestic
Cogen, LP QF Services Company
NCP Houston EWG 806* 100% Not Applicable N/A
Power Inc.
Pasco Cogen, Ltd. QF 15,734 49.9% DCC Project Finance Domestic
Ten Inc.
PAS Power Company "
Pasco Int. Holding, Inc. "
Pasco Project Investment "
Partnership LP
Selkirk Cogen EWG & 12,809 19% JMC Selkirk, Inc. Domestic
Partners, LP QF Cogen Technologies "
Selkirk GP, Inc.
Cogen Technologies "
Selkirk LP
JMCS I Investors, LP "
Empresa EWG 49,555 50% Cititrust (Bahamas) Foreign
Guaracachi S.A. Limited
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Book Value
FUCO, of GPU GPU's % Owners not affiliated with GPU
QF Investment Equity ------------------------------
Associate or at 3/31/98 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------- ---- -------------- ------
Guaracachi EWG $34,805* 100% Not Applicable N/A
America, Inc.
GPU Power, Inc. EWG 30,015* 100% Not Applicable N/A
EI International EWG 320* 100% Not Applicable N/A
GPUI Colombia, EWG 277* 100% Not Applicable N/A
Ltda.
Victoria Electric FUCO 143,603* 100% Not Applicable N/A
Inc.
Midlands FUCO 541,677 50% Cinergy Corp. Domestic
Electricity plc
GPU PowerNet FUCO 1,695,330 100% Not Applicable N/A
Pty. Ltd.
GPU Australia FUCO 118,957* 100% Not Applicable N/A
Holdings, Inc.
Austran Holdings FUCO 245,713* 100% Not Applicable N/A
Inc.
Termobarranquilla EWG (4,286) 29% ABB Energy Ventures, Foreign
S.A. Inc.
Lancaster Distral Group "
Corporation Electrica "
De la Costa Atlantica
EI Barranquilla, EWG (3,106)* 100% Not Applicable N/A
Inc.
Barranquilla EWG 59* 100% Not Applicable N/A
Lease Holdings, Inc.
Los Amigos EWG 12 100% Not Applicable N/A
Leasing Company, Ltd.
EI Services EWG 61* 100% Not Applicable N/A
Canada, Ltd.
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<PAGE>
Book Value
FUCO, of GPU GPU's % Owners not affiliated with GPU
QF Investment Equity ------------------------------
Associate or at 3/31/98 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------- ---- -------------- ------
EI Canada EWG 44* 100% Not Applicable N/A
Holding, Ltd.
EI Brooklyn EWG - 100% Not Applicable N/A
Investment, Ltd.
EI Brooklyn EWG 44* 100% Not Applicable N/A
---
Power, Ltd.
GPU's Aggregate
Investment* $2,349,801
==========
(*) GPU's aggregate investment does not include the items shown with asterisks
in order to avoid duplication.
As of March 31, 1998, GPU also owned, directly or indirectly,
interests in the following EWGs, in which its aggregate investment did not
exceed $10,000: GPU Power Ireland, Inc.; GPU Power Philippines, Inc.; GPU
International Asia, Inc.; International Power Advisors, Inc.; Austin
Cogeneration Corporation; Austin Congeneration Partners, L.P.; Hanover Energy
Corporation; EI Power (China), Inc.; China Power Partners, L.P.; EI Power
(China)I, Inc.; Ming Jiang Power Partners, L.P.; EI Power (China)II, Inc.;
Nanjing Power Partners, L.P.; EI Power(China)III, Inc.; and Zhuang He Power
Partners, L.P. Of those listed, GPU owns a 50% interest in China Power Partners,
L.P., Ming Jiang Power Partners, L.P., Nanjing Power Partners, L.P., and Zhuang
He Power Partners, L.P.; the remaining interest of such EWG's are owned by
Intesol International, Ltd., a Hawaii
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corporation. GPU owns a 100% interest in each of the other EWGs.
8. During the period January 1, 1998 through March 31, 1998 there was no
intellectual property provided to GPU International by any associate company, or
provided by GPU International to any associate company.
In accordance with Orders dated July 6, 1995 and March 6, 1996 in SEC File
No. 70-8593, and in addition to the reimbursement agreements described in item 4
above, the following is reported:
1. Financial Statements
--------------------
A copy of GPU Electric, Inc.'s ("GPU Electric") and GPU Power, Inc.'s
("GPU Power") unaudited Consolidated Balance Sheets as of March 31, 1998 and
unaudited Consolidated Statements of Operations for the twelve months ended
March 31, 1998 will be filed separately under a request for confidential
treatment pursuant to Rule 104(b).
2. Investments in Exempt Entities
------------------------------
On November 6, 1997, GPU Electric acquired the business of PowerNet
Victoria ("PowerNet"), which was renamed GPU PowerNet, from the State of
Victoria, Australia for Australian $2.6 billion (approximately U.S. $1.9
billion). The PowerNet acquisition was
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financed through: (1) a senior debt facility of Australian $1.9 billion
(approximately U.S. $1.4 billion), which is non-recourse to GPU; (2) a five year
U.S. $450 million bank credit agreement which is guaranteed by GPU, Inc.; and
(3) an equity contribution of U.S. $50 million from GPU.
GPU Electric (through its investment in Austran Holdings) entered into the
Australian $1.9 billion facility agreement (Facility Agreement) with Chase
Securities Australia Limited, Dresdner Australia Limited, and J.P. Morgan
Australia Securities Limited. The Facility Agreement is guaranteed by GPU
PowerNet and provides for interest at the Australian dollar bill discount rate
as specified in the Facility Agreement. The terms of the Facility Agreement are
as follows:
As of 3/31/98
Amount Term Interest Rate
------ ---- -------------
Tranche A A$481.250 million 364 days 5.59%
Tranche B A$721.875 million 3 years 5.54%
Tranche C A$721.875 million 5 years 5.64%
As of March 31, 1998, GPU Electric had outstanding borrowings of
Australian $1.9 billion (approximately U.S. $1.3 billion) under the Facility
Agreement.
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GPU Electric (through its investment in GPU Australia Holdings, Inc.)
entered into the $450 million bank credit agreement (Credit Agreement) with
Chase Manhattan Bank, as agent for a lending institution consortium. The Credit
Agreement provides for incremental borrowings consisting of several competitive
advances from participating banks or simultaneous advances of the same type
(Adjusted Base Rate Advance or Eurodollar Rate Advance) at the Company's
discretion.
Interest for the Adjusted Base Rate Advance is calculated at the higher of
Chase Manhattan's base rate or the Federal Funds rate plus 1/2%, payable
quarterly. Interest for the Eurodollar Rate Advances is calculated at the London
Interbank Offering Rate (LIBOR) plus an applicable margin ranging from 0.20% to
1.25%, payable on the last day of the interest period.
Borrowings under the Credit Agreement are repayable annually on each
anniversary of the acquisition date in increments of $90 million with the final
payment due in November 2002. During the first quarter of 1998, $100 million of
the $450 million borrowing was repaid using proceeds from the issuance of GPU
common stock as well as proceeds from the sale of Solaris Power ("Solaris"). As
of March 31, 1998, GPU Electric had $350 million of outstanding borrowings under
the Credit Agreement with interest calculated at 5.9% per annum.
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<PAGE>
In connection with the acquisition of Midlands Electricity plc
("Midlands") discussed in Item 3 below, EI UK Holdings, Inc. ("EI UK") entered
into a term loan agreement (the "Term Loan") dated as of May 6, 1996, with a
syndicate of banks, the Chase Manhattan Bank, N.A., as administrative agent,
Citibank, N.A., as syndication agent, Citicorp Securities, Inc. and Chase
Securities Inc., as arrangers. The Term Loan provides, among other things, for
EI UK borrowings from time to time of up to pounds sterling 350 million, or
approximately U.S. $585.0 million, through a GPU guaranteed five-year bank term
loan facility terminating on May 6, 2001. EI UK invested such funds in Midlands
through Avon Energy Partners Holdings ("Holdings"). As of March 31, 1998, the
maximum amount EI UK may borrow under the Term Loan was pounds sterling 225
million, or approximately U.S. $376.1 million.
The interest rate on the borrowing is based on the LIBOR plus an
applicable margin as defined in the Term Loan corresponding to the debt ratings
of GPU. The remaining balance of the Term Loan as of December 31, 1997 was
pounds sterling 340 million. During the first quarter of 1998, pounds sterling
115 million, or approximately U.S. $189.4 million, of the remaining balance was
repaid using proceeds from the issuance of GPU common stock as well as proceeds
from the sale of Solaris. As of March 31, 1998, EI UK had aggregate borrowings
of pounds sterling 225
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million, or approximately U.S. $376.1 million, outstanding under the Term Loan.
The borrowings bear interest at 7.9125 percent per annum, which was based on the
LIBOR at March 31, 1998 plus a .35 percent margin.
On November 22, 1995, GPU acquired all of the capital stock of GPU
Electric and made capital contributions of $48 million. The capital
contributions were used by GPU Electric to acquire Solaris (through Victoria
Electric, Inc.). During August 1996, Victoria Electric Holdings, Inc., a wholly
owned subsidiary of GPU Electric, was established to hold the investment in
Victoria Electric, Inc. In January 1998, as a result of Victoria's
cross-ownership restrictions, GPU Electric sold its 50% stake in Solaris for
Australian $208 million (approximately U.S. $135.2 million) and a 10.36% stake
in Allgas Energy Limited, a natural gas distributor in Queensland, Australia,
valued at Australian $14.6 million (approximately U.S.
$9.5 million) at the date of sale.
On November 20, 1995, GPU Electric entered into a credit agreement (the
"Credit Agreement") with Citibank Limited as the Participant and Arranger, for
which Citisecurities Limited is the Agent. The Credit Agreement provided, among
other things, for revolving credit borrowings by GPU Electric from time to time
through November 20, 1998, subject to extensions for two years at
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the sole discretion of the Participant, in amounts not to exceed an aggregate of
Australian $96 million outstanding at any one time. In August 1996, the Credit
Agreement was transferred to Victoria Electric Holdings, Inc. Borrowings are
guaranteed by GPU. The proceeds of such borrowings were used to fund, in part,
GPU's investment in Solaris. Upon the sale of Solaris in January 1998 discussed
above, a portion of the proceeds were used to retire this debt which amounted to
Australian $78.4 million, or approximately U.S.
$52 million.
3. Description of Exempt Entities in Which There are Funds Invested
----------------------------------------------------------------
Selkirk Cogen Partners, L.P. (Selkirk)
- --------------------------------------
Selkirk owns and operates two natural gas-fired combined-cycle
cogeneration facilities located in Bethlehem, New York: a 79.9 megawatt (MW)
facility and a 270 MW facility.
Brooklyn Energy, L.P. (Brooklyn)
- --------------------------------
Brooklyn owns a 24 MW wood and oil-fired cogeneration facility located in
Brooklyn, Nova Scotia, Canada. Commercial operation of the facility commenced in
April 1996. Since April 1996, when Brooklyn entered into commercial operation,
the project has experienced operating cash deficits primarily due to a reduction
in the electric energy rate and suboptimal equipment
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performance. These deficits were partially funded by advances from both GPU
International and its subsidiary EI Services Canada Limited, the project
operator. As a result of these operating cash deficits, Brooklyn has been unable
to make (i) principal payments under the terms of its non-recourse credit
obligation and (ii) full payment to, among other providers, EI Services Canada
Limited for operating and maintenance services.
During 1997, Brooklyn received several default notices from its Lenders
for failure to pay principal and interest as required under the Credit
Agreement. Under the terms of the Credit Agreement, if an Event of Default has
occurred and is continuing, the Lenders have the right to enforce certain
remedies which include but are not limited to acceleration of the entire
principal amount of the Loan.
As of December 31, 1997, GPU International has made capital contributions
in Brooklyn totaling Canadian $12.9 million (approximately U.S. $9 million) and
has provided Canadian $4.2 million (approximately U.S. $3 million) of funding to
EI Services Canada Limited and Brooklyn to pay past due operating expenses. In
1997, GPU International recorded a provision of U.S. $7.9 million to fully
reserve its investment balance and advances due to both GPU International and EI
Services Canada Limited.
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On January 30, 1998, the Brooklyn project Lenders demanded, among other
things, the payment of the currently outstanding principal and unpaid interest
in arrears by February 10, 1998. Brooklyn was unable to make such payment. As a
result, on February 17, 1998, the Lenders placed the project into receivership
and replaced EI Services Canada Limited as operator.
Empresa Guaracachi, S.A.
- ------------------------
In July 1995, GPU Power, through Guaracachi America, Inc. acquired from
the Bolivian Government a 50% interest in Empresa Guaracachi, S.A., an electric
generating company having an aggregate capacity of 216 MW of natural gas-fired
and oil-fired generation for approximately $47 million. The facilities are
located in Bolivia in and around the cities of Santa Cruz, Sucre and Potosi with
their total capacity representing one-third of Bolivia's generation capacity.
GPU Power's investment of $47 million will be used by the year 2002 to expand
the generating facilities to meet Bolivia's growing demand. As of March 31,
1998, approximately $3.8 million of the $47 million had been invested for such
purposes.
Solaris Power ("Solaris")
- -------------------------
In November 1995, GPU Electric, through Victoria Electric, Inc., together
with the Australian Gas Light Company, acquired Solaris for a total purchase
price of approximately $712 million,
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of which GPU Electric's 50% share is $356 million. GPU Electric made an equity
investment in Solaris of approximately $112 million; the balance of the purchase
price was provided through non-recourse borrowings by Solaris from an Australian
bank syndicate. Solaris, which provides electric service to more than 240,000
customers in and around Melbourne, Australia, was sold by the government of
Victoria through a competitive bid as part of that state's privatization of the
electric industry. In January 1998, GPU Electric sold its 50% stake in Solaris.
Termobarranquilla, S.A.
- -----------------------
In October 1995, GPU Power, through EI Barranquilla, Inc., completed the
financing for and acquired a 29% interest in Termobarranquilla, S.A., Empresa de
Servicios Publicos ("TEBSA"), an existing 180 MW gas-fired generating plant in
Barranquilla, Colombia and TEBSA began the construction of a new 790 MW
gas-fired plant adjacent to the existing plant (the "Barranquilla Project").
Electricity generated by these plants will be sold to Corporacion Electrica de
la Costa Atlantica under a 20-year contract. Total project costs, including the
acquisition of the existing plant, are expected to be $760.6 million, of which
GPU Power's equity contribution is expected to be approximately $65 million.
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Barranquilla Lease Holdings, Inc. and Los Amigos Leasing Company, Ltd.
- ----------------------------------------------------------------------
Barranquilla Lease Holdings, Inc., a subsidiary of GPU Power, through
its wholly-owned subsidiary Los Amigos Leasing Company, Ltd. ("Leaseco"),
procures equipment to be used by and leased to TEBSA. Pursuant to a lease
agreement, Leaseco will deliver certain non-Colombian equipment related to
TEBSA, and TEBSA will make lease payments equal to the interest and principal
payments on senior bank debt and certain other expenses incurred by Leaseco.
Midlands Electricity plc
- ------------------------
In May, 1996, GPU and Cinery Corporation formed Avon Energy Partners plc
("Avon"), a wholly-owned subsidiary of Holdings. Holdings is 50/50 joint venture
which acquired Midlands, an English regional electric company. GPU's 50 percent
interest in Holdings is held by EI UK, a wholly-owned subsidiary of GPU
Electric.
EI UK invested approximately $585.7 million in Holdings by borrowing funds
through a GPU guaranteed five-year bank term loan facility. Holdings has
borrowed approximately $1.6 billion through a non-recourse term loan and
revolving credit facility to provide for the balance of the acquisition price.
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Midlands, distributes and supplies electricity to 2.3 million customers in
England in an area with a population of five million. Midlands also owns a
generation business that produces electricity domestically and internationally
and a gas supply company that provides natural gas service to 8,000 customers in
England. In addition, Midlands owns and has under development a number of
international generation projects.
PowerNet
- --------
PowerNet owns and operates the existing high-voltage electricity
transmission system in the State of Victoria, Australia. The PowerNet
transmission system serves all of Victoria covering an area of approximately
87,900 square miles and a population of approximately 4.5 million.
4. Services Obtained From Associated Companies
-------------------------------------------
GPU Energy provided administrative services to GPU International Australia
in the amount of $97,150 for the three months ended March 31, 1998, in support
of the development, management, and divestiture of Solaris' operations.
GPU Service, Inc. provided administrative services to GPU Power in the
amount of $9,231 for the three months ended March 31, 1998, related to the
oversight and management of GPU Power's operations.
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GPU Service, Inc. provided administrative services to GPU Electric in the
amount of $66,281 for the three months ended March 31, 1998, related to the
oversight and management of GPU Electric's operations.
5. Services Provided to Associated Companies
-----------------------------------------
A description of services provided by GPU Electric and GPU Power to
associate companies during the period January 1, 1998 through March 31, 1998
will be filed separately under a request for confidential treatment under Rule
104(b).
In Accordance with the Commission's Order dated November 5, 1997 in SEC
File No. 70-8593, the following is reported:
a) GPU's aggregate investment includes all amounts invested, or committed
to be invested, in foreign utility companies (FUCOs) and exempt wholesale
generators (EWGs), for which there is recourse, directly or indirectly, to the
registered holding company. GPU's aggregate investment as of March 31, 1998 is
as follows:
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(In Thousands)
--------------
FUCOs
- -----
Midlands Electricity plc $ 588,892
GPU PowerNet 488,600
----------
Subtotal $1,077,492
----------
EWGs
- ----
Mid-Georgia Cogen, L.P. $ 19,500
Selkirk Cogen, L.P. 12,809
Termobarranquilla, S.A 122,750
Empresa Guaracachi, S.A 47,889
Development projects 2,744
----------
Subtotal $ 205,692
----------
Aggregate Investment in FUCOs and EWGs $1,283,184
==========
b) As of March 31, 1998
(In Thousands)
GPU's Aggregate Investment in FUCOs and EWGs $1,283,184
Aggregate Investment as a Percentage of GPU, Inc. and Subsidiary Companies:
Total capitalization $ 8,794,698 14.6%
Net utility plant $ 7,488,943 17.1%
Total consolidated assets $ 12,834,009 10.0%
Market value of common equity $ 5,658,394 22.7%
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c) GPU, Inc. and Subsidiary Companies
Consolidated Capitalization Ratios as of March 31, 1998
(In Thousands))
Amount %
------ -
Common equity $3,519,270 40.0
Cumulative preferred stock 170,478 1.9
Subsidiary-obligated mandatorily
redeemable preferred securities 330,000 3.8
Long-term debt 4,475,332 50.9
Notes payable 299,618 3.4
--------- ---
Total capitalization $8,794,698 100.0%
========= ======
d) Market-to-book ratio of GPU, Inc. and Subsidiary Companies common stock
at March 31, 1998
Closing Market Price per Share $ 44.2500
Book Value per Share $ 27.4600
Market-to Book Ratio of Common Stock 161.1%
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e) Analysis of Growth in Retained Earnings for GPU, Inc. and
Subsidiary Companies:
(In Thousands)
--------------
Retained Earnings as of 3/31/98 $ 2,274,486
Retained Earnings as of 12/31/97 2,140,712
---------
Growth in Retained Earnings $ 133,774
=========
Analysis of Growth in Retained Earnings:
Income (loss) contribution from
GPU Energy companies $ 102,038
Income (loss) contribution from
FUCOs/EWGs/Project Parents 29,182
Income (loss) contribution from other
GPUI Group investments 5,787
Income (loss) contribution from other
GPU Advanced Resources (794)
GPU, Inc. expenses (2,433)
Other adjustments (6)
---------
Growth in Retained Earnings $ 133,774
=========
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f) Statements of operations for the periods ended March 31, 1998 for each
of the Project Parents and Exempt Entities, other than Selkirk Cogen Partners,
LP which is incorporated by reference to Selkirk's report on Form 10-Q for the
three months ended March 31, 1998 filed with the SEC, will be filed separately
under a request for confidential treatment pursuant to Rule 104(b).
-26-
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935,
THE UNDERSIGNED COMPANIES HAVE DULY CAUSED THIS CERTIFICATE TO BE SIGNED ON
THEIR BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GPU, Inc.
By: ____________________________
T.G. Howson
Vice President and Treasurer
GPU International, Inc.
By: ____________________________
B.L. Levy
President
Date: June 19,1998
