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:
The following is reported in accordance with Supplemental Order dated
November 16, 1995 for SEC File No. 70-7727:
<PAGE>
1. Financial Statements
--------------------
A copy of GPU International's unaudited Consolidated Balance
Sheet as of September 30, 1998 and unaudited Consolidated Statement of
Operations for the nine months ended September 30, 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 September 30, 1998 to the
following projects (either directly or through subsidiaries), in which GPU
International has a direct or indirect ownership interest:
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
2
<PAGE>
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 July 1, 1998 through September 30, 1998:
(a) 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 carried a
fee equal to 0.7 of 1 percent per annum of the face amount, and was cancelled on
August 13, 1998. GPU had entered into the related reimbursement agreement.
(b) 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 GPU International's indemnity obligations under the Partnership Interest
Purchase and Sale Agreement relating to the sale of a 50 percent interest in the
Mid-Georgia Cogen, L.P. (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.
(c) Upon commercial operation, effective June 1, 1998 GPU International
provided a $319,500 letter of credit on behalf of its 50 percent ownership
interest in Mid-Georgia, which is guaranteed by GPU. The letter of credit is
3
<PAGE>
used to collateralize certain obligations of Mid-Georgia under its 30 year power
purchase agreement with Georgia Power Company. GPU International's obligation
under the letter of credit escalates to a maximum of $4.5 million and then
decreases over the remaining term of the power purchase agreement. The letter of
credit carries a fee equal to 0.525 of 1 percent per annum of the face amount
and is scheduled to expire on June 1, 1999.
In addition, the following guarantees were outstanding during
the period July 1, 1998 through September 30, 1998:
(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
4
<PAGE>
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), 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 subject to reduction in certain circumstances,
for a term of 31 years from June 1, 1998 (approximately $8,928,000 of which GPU
International's share would be $4,464,000). Sonat has assumed 50% of this
obligation.
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 services. The total dollar value of such services provided during
the period July 1, 1998 through September 30, 1998 was $161,734.
6. Services provided to associated companies
-----------------------------------------
A description of services provided by GPU International to
associate companies during the period July 1, 1998 through
September 30, 1998
5
<PAGE>
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 as defined in SEC Rule 53(a) by GPU, as of September 30, 1998 in
qualifying facilities (QFs), exempt wholesale generators (EWGs) and foreign
utility companies (FUCOs), as well as the percentage of equity ownership.
GPU's GPU's % Owners not affiliated with GPU
------------------------------
FUCO, Investment Equity
Associate QF or at 9/30/98 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------ ---- -------------- ------
Qualifying Facilities:
- ----------------------
Prime Energy, QF $9,864 50% Prudential Insurance Domestic
LP Company of America
OLS Power, QF - 1% Prudential Insurance Domestic
LP Company of America
Lake Cogen Ltd. QF 19,139 9.9% 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. "
Pasco Cogen, Ltd. QF 15,299 49.9% DCC Project Finance Domestic
Ten Inc.
PAS Power Company "
Pasco Int. Holding, Inc. "
Pasco Project Investment "
Partnership LP
Aggregate ______
Investment in QFs * $46,188
-------
6
<PAGE>
FUCO, GPU's GPU's % Owners not affiliated with GPU
-------------------------------
QF Investment Equity
Associate or at 9/30/98 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------- ---- -------------- ------
Exempt Wholesale Generators and Foreign Utility Companies:
- ----------------------------------------------------------
Mid-Georgia EWG & 21,319 50% Sonat Energy Domestic
Cogen, LP QF Services Company
NCP Houston EWG 8,132* 100% Not Applicable N/A
Power Inc.
Onondaga EWG & _ 100% Not Applicable N/A
Cogen, LP QF
Selkirk Cogen EWG & 12,322 19% JMC Selkirk, Inc. Domestic
Partners, LP QF Cogen Technologies "
Selkirk GP, Inc.
Cogen Technologies "
Selkirk LP
JMCS I Investors, LP "
Empresa EWG 47,889 50% Cititrust (Bahamas) Foreign
Guaracachi S.A. Limited
Guaracachi EWG $35,284* 100% Not Applicable N/A
America, Inc.
GPU Power, Inc. EWG 32,829* 100% Not Applicable N/A
EI International EWG 210* 100% Not Applicable N/A
GPUI Colombia, EWG 192* 100% Not Applicable N/A
Ltda.
Victoria Electric FUCO 135,652* 100% Not Applicable N/A
Inc.
Midlands FUCO 595,350 50% Cinergy Corp. Domestic
Electricity plc
GPU PowerNet FUCO 488,448 100% Not Applicable N/A
Pty. Ltd.
GPU Australia FUCO 80,449* 100% Not Applicable N/A
Holdings, Inc.
Austran Holdings FUCO 228,791* 100% Not Applicable N/A
Inc.
7
<PAGE>
FUCO, GPU's GPU's Owners not affiliated with GPU
-------------------------------
QF Investment Equity
Associate or at 9/30/98 Owner- Type of
Company EWG $000) ship Name of Entity Entity
- -------- --- ---------- ------ -------------- ---------
Exempt Wholesale Generators and Foreign Utility Companies (continued):
- ----------------------------------------------------------------------
Termobarranquilla EWG 122,750 29% ABB Energy Ventures, Foreign
S.A. Inc.
Lancaster Steel "
Distral Group "
Corporation Electrica "
De la Costa Atlantica
EI Barranquilla, EWG (39)* 100% Not Applicable N/A
Inc.
Barranquilla EWG 85* 100% Not Applicable N/A
Lease Holdings, Inc.
Los Amigos EWG 12 100% Not Applicable N/A
Leasing Company, Ltd.
GPU Power EWG 2,716 100% Not Applicable N/A
Philippines, Inc.
EI Services EWG (82)* 100% Not Applicable N/A
Canada, Ltd.
EI Canada EWG (92)* 100% Not Applicable N/A
Holding, Ltd.
EI Brooklyn EWG - 100% Not Applicable N/A
Investment, Ltd.
EI Brooklyn EWG (92)* 100% Not Applicable N/A
----
Power, Ltd.
Aggregate Investment
in EWGs & FUCOs * $1,290,806
-----------
Total Aggregate
Investment in QFs,
EWGs & FUCOs * $1,336,994
==========
(*) GPU's aggregate investment does not include the items shown with asterisks
in order to avoid duplication.
8
<PAGE>
As of September 30, 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 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 percent 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 corporation. GPU owns a 100% interest in each of the other EWGs.
8. During the period July 1, 1998 through September 30, 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 September 30, 1998 and
unaudited Consolidated Statements of Operations for the twelve months ended
September 30, 1998 will be filed separately under a request for confidential
treatment pursuant to Rule 104(b).
9
<PAGE>
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 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, Inc.
(Austran)) 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 outstanding
balance and related terms of the Facility Agreement as of September 30, 1998 are
as follows:
Amount Term Interest Rate
------ ---- -------------
Tranche A A$311.250 million 364 days 5.73%
Tranche B A$721.875 million 3 years 5.68%
Tranche C A$721.875 million 5 years 5.78%
As of September 30, 1998, GPU Electric had outstanding borrowings,
exclusive of commercial paper, of Australian $1.75 billion (approximately U.S.
$1.0 billion) under the Facility Agreement.
In August 1998, Austran entered into an Australian $500 million
revolving commercial paper program. PowerNet has guaranteed Austran's
obligations under this program. As of September 30, 1998, Austran borrowed
10
<PAGE>
approximately Australian $342 million under the commercial paper program and
intends to borrow an additional Australian $100 million by November 6, 1998 to
refinance the current portion of the Facility Agreement used to finance the
PowerNet acquisition. Interest rates on the outstanding commercial paper
borrowings as of September 30, 1998 ranged from 5.05% to 5.47%. Austran has in
place swap agreements covering the remaining outstanding amounts under the
Facility Agreement and the commercial paper borrowings at a weighted average
fixed interest rate of 6.68% for various periods through November 2007. Austran
has established the necessary credit facilities to reissue the commercial paper
borrowings on a long-term basis. These borrowings have been classified as
noncurrent on the accompanying consolidating balance sheet of GPU Electric, Inc.
and Subsidiaries because it is Austran's intent to reissue the commercial paper
on a long-term basis.
GPU Electric (through its investment in GPU Australia Holdings, Inc.)
entered into a $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 GPU Ausralia
Holdings, Inc.'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.
11
<PAGE>
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 with the option to prepay any amounts without
penalty. As of September 30, 1998, GPU Electric had $350 million of outstanding
borrowings under the Credit Agreement with interest calculated at 5.8% per
annum.
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.
$595 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 September 30, 1998, the maximum
amount EI UK may borrow under the Term Loan was pounds sterling 225 million, or
approximately U.S. $382.5 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. As of September 30, 1998, EI UK had aggregate borrowings of pounds
sterling 225 million, or approximately U.S. $382.5 million, outstanding under
the Term Loan. The borrowings bear interest at 8.16 percent per annum, which was
based on the LIBOR at September 30, 1998 plus a .35 percent margin.
12
<PAGE>
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.
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.(EGSA), 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. GPU Power, on
behalf of EGSA, has entered into a letter of intent to proceed with the
construction at EGSA of an approximately 122 MW capacity expansion project on a
turnkey basis. The total project cost is expected to be $65 million and will be
financed with approximately $25 million in cash from the original EGSA purchase
price with the remaining funds to be raised from non-recourse debt. As of
September 30, 1998, EGSA made payments totaling approximately $13 million for
such purposes to support a June 1999 commercial operation date. In August 1998
the project executed an engineering, procurement, and construction (EPC)
contract and received final environmental permits from the Bolivian government
which allowed the project to be fully executed.
13
<PAGE>
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. Six
of the planned seven units (approximately 655 MW of the new 790 MW plant) were
placed in service as of September 30, 1998. The remaining 135 MW unit is
expected to be completed in late 1998.
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 Cinergy 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.
14
<PAGE>
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.
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 $128,794 for the three months ended September 30,
1998, in support of operations and management activities.
GPU Service, Inc. provided administrative services to GPU Power in the
amount of $16,628 and to GPU Electric in the amount of $47,357 for the three
months ended September 30, 1998, in support of operations and management
activities.
15
<PAGE>
5. Services Provided to Associated Companies
-----------------------------------------
A description of services provided by GPU Electric and GPU Power to
associate companies during the period July 1, 1998 through September 30, 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. Accordingly, GPU's aggregate
investment as of September 30, 1998 is as follows:
<PAGE>
(In Thousands)
--------------
FUCOs
- -----
Midlands Electricity plc $ 595,350
GPU PowerNet 488,448
-------
Subtotal 1,083,798
---------
EWGs
- ----
Mid-Georgia Cogen, L.P. 21,319
Selkirk Cogen, L.P. 12,322
Termobarranquilla, S.A. 122,750
Empresa Guaracachi, S.A. 47,889
Development projects 2,716
-------
Subtotal 206,996
-------
Aggregate Investment in FUCOs and EWGs $ 1,290,794
=========
16
<PAGE>
b) As of September 30, 1998
(In Thousands)
GPU's Aggregate Investment in FUCOs and EWGs $1,290,794
Aggregate Investment as a Percentage of GPU, Inc. and Subsidiary Companies:
Total capitalization $ 8,759,046 14.7%
Net utility plant $ 6,815,527 18.9%
Total consolidated assets $ 16,297,397 7.9%
Market value of common equity $ 5,438,435 23.7%
c) GPU, Inc. and Subsidiary Companies
Consolidated Capitalization Ratios as of September 30, 1998
(In Thousands)
Amount %
------ -
Common equity $3,499,009 40.0
Cumulative preferred stock 155,478 2.0
Subsidiary-obligated mandatorily
redeemable preferred securities 330,000 4.0
Long-term debt 4,476,166 51.0
Notes payable 298,393 3.0
--------- ---
Total capitalization $8,759,046 100.0%
========= ======
17
<PAGE>
d) Market-to-book ratio of GPU, Inc. and Subsidiary Companies common
stock at September 30, 1998
Closing Market Price per Share $ 42.50
Book Value per Share $ 27.30
Market-to Book Ratio of Common Stock 155.7%
e) Analysis of Growth in Retained Earnings for GPU, Inc. and
Subsidiary Companies:
(In Thousands)
--------------
Retained Earnings as of 9/30/98 $ 2,278,770
Retained Earnings as of 12/31/97 2,140,712
---------
Growth in Retained Earnings $ 138,058
==============
Analysis of Growth in Retained Earnings:
- ----------------------------------------
Income (loss) contribution from GPU Energy companies $ 232,286
Income (loss) contribution from FUCOs/EWGs/Project Parents 48,154
Income (loss) contribution from other GPUI Group investments 6,768
Income (loss) contribution from other GPU Advanced Resources (1,428)
GPU, Inc. expenses (9,127)
Cash dividends declared on Common Stock (131,743)
Other adjustments (6,852)
---------
Growth in Retained Earnings $ 138,058
=========
18
<PAGE>
f) Statements of operations for the periods ended September 30, 1998
for each of the Project Parents and Exempt Entities, other than (1) Selkirk
Cogen Partners, L.P. which is incorporated by reference to Selkirk's September
30, 1998 Quarterly Report on Form 10-Q, (2) NCP Houston Power, Inc. and (3)
Mid-Georgia Cogen, L.P. which are both incorporated by reference to Form U-9C-3
for the three months ended September 30, 1998 each filed previously with the
SEC.
19
<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:/s/ T. G. Howson
-------------------
T.G. Howson
Vice President and Treasurer
GPU International, Inc.
By:/s/ B. L. Levy
B.L. Levy
President
Date: December 15,1998
20
