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 June 30, 1998 and unaudited Consolidated Statement of Operations for the six
months ended June 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 June 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
<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 April 1, 1998 through June 30, 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 carried a fee equal to 0.5 of
1 percent per annum of the face amount plus a .10 percent fronting fee. The
letter of credit expired 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
<PAGE>
Interest Purchase and Sale Agreement relating to the sale of a 50 percent
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.
(d) 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 Cogen, L.P. (Mid-Georgia), which is guaranteed by GPU.
The letter of credit is 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 April 1, 1998 through June 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.
<PAGE>
(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), 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
<PAGE>
GPU International's share would be $4,464,000). Sonat has assumed 50% of this
obligation.
(e) The following two GPU guarantees were cancelled upon completion of
construction and commencement of commercial operation of the Mid-Georgia project
in June 1998: (i) $16 million for the purpose of funding GPU International's
equity contribution and (ii) $3.5 million for a construction completion
guarantee.
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 April 1, 1998 through June 30, 1998 was $113,005.
6. Services provided to associated companies
-----------------------------------------
A description of services provided by GPU International to associate
companies during the period April 1, 1998 through June 30, 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 as
defined in SEC Rule 53(a) by GPU, as of June 30, 1998 in qualifying facilities
(QFs), EWGs and foreign utility companies (FUCOs), as well as the percentage of
equity ownership.
<PAGE>
GPU's GPU's % Owners not affiliated with GPU
------------------------------
FUCO, Investment Equity
Associate QF or at 6/30/98 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------ ---- -------------- ------
Qualifying Facilities:
- ---------------------
Prime Energy, QF $8,889 50% Prudential Insurance Domestic
LP Company of America
OLS Power, QF - 1% Prudential Insurance Domestic
LP Company of America
Onondaga QF 16,978 50% NationsCredit Domestic
Cogen, LP Commercial Corp.
Lake Cogen Ltd. QF 36,041 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. "
Pasco Cogen, Ltd. QF 27,839 49.9% DCC Project Finance Domestic
Ten Inc.
PAS Power Company "
Pasco Int. Holding, Inc. "
Pasco Project Investment "
Partnership LP
Aggregate ------
Investment in QFs * $91,633
------
Exempt Wholesale Generators and Foreign Utility Companies:
- ---------------------------------------------------------
Mid-Georgia EWG & 16,319 50% Sonat Energy Domestic
Cogen, LP QF Services Company
NCP Houston EWG 7,334* 100% Not Applicable N/A
Power Inc.
Selkirk Cogen EWG & 12,751 19% JMC Selkirk, Inc. Domestic
Partners, LP QF Cogen Technologies "
Selkirk GP, Inc.
Cogen Technologies "
Selkirk LP
JMCS I Investors, LP "
<PAGE>
FUCO, GPU's GPU's % Owners not affiliated with GPU
------------------------------
QF Investment Equity
Associate or at 6/30/98 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------- ---- -------------- ------
Exempt Wholesale Generators and Foreign Utility Companies (continued):
- ----------------------------------------------------------------------
Empresa EWG 47,889 50% Cititrust (Bahamas) Foreign
Guaracachi S.A. Limited
Guaracachi EWG $34,890* 100% Not Applicable N/A
America, Inc.
GPU Power, Inc. EWG 30,355* 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 135,671* 100% Not Applicable N/A
Inc.
Midlands FUCO 588,077 50% Cinergy Corp. Domestic
Electricity plc
GPU PowerNet FUCO 488,448 100% Not Applicable N/A
Pty. Ltd.
GPU Australia FUCO 90,344* 100% Not Applicable N/A
Holdings, Inc.
Austran Holdings FUCO 234,640* 100% Not Applicable N/A
Inc.
Termobarranquilla EWG 122,750 29% ABB Energy Ventures, Foreign
S.A. Inc.
Lancaster Distral Group "
Corporation Electrica "
De la Costa Atlantica
EI Barranquilla, EWG (2,327)* 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.
GPU Power EWG 2,716 100% Not Applicable N/A
Philippines, Inc.
<PAGE>
FUCO, GPU's GPU's % Owners not affiliated with GPU
------------------------------
QF Investment Equity
Associate or at 6/30/9 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------- ---- -------------- ------
Exempt Wholesale Generators and Foreign Utility Companies(continued):
- ---------------------------------------------------------------------
EI Services EWG (58)* 100% Not Applicable N/A
Canada, Ltd.
EI Canada EWG (70)* 100% Not Applicable N/A
Holding, Ltd.
EI Brooklyn EWG - 100% Not Applicable N/A
Investment, Ltd.
EI Brooklyn EWG (70)* 100% Not Applicable N/A
Power, Ltd. -----
Aggregate Investment
in EWGs & FUCOs * $1,278,962
----------
Total Aggregate
Investment in QFs,
EWGs & FUCOs * $1,370,595
==========
(*) GPU's aggregate investment does not include the items shown with asterisks
in order to avoid duplication.
As of June 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
<PAGE>
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 April 1, 1998 through June 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 June 30, 1998 and unaudited
Consolidated Statements of Operations for the twelve months ended June 30, 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 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
<PAGE>
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 6/30/98
Amount Term Interest Rate
----------------- -------- -------------
Tranche A A$481.250 million 364 days 5.50%
Tranche B A$721.875 million 3 years 5.44%
Tranche C A$721.875 million 5 years 5.54%
As of June 30, 1998, GPU Electric had outstanding borrowings of Australian
$1.9 billion (approximately U.S. $1.2 billion) under the Facility Agreement.
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.
<PAGE>
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. GPU Electric prepaid $100 million of the $450
million borrowing using proceeds from the issuance of GPU common stock as well
as proceeds from the sale of Solaris Power (Solaris). As of June 30, 1998, GPU
Electric had $350 million of outstanding borrowings under the Credit Agreement
with interest calculated at 5.9% 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. $583.7
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 June 30, 1998, the maximum amount EI UK may
borrow under the Term Loan was pounds sterling 225 million, or approximately
U.S. $375.2 million.
<PAGE>
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. There were no payments made by EI UK in the period
from April 1, 1998 through June 30, 1998. As of June 30, 1998, EI UK had
aggregate borrowings of pounds sterling 225 million, or approximately U.S.
$375.2 million, outstanding under the Term Loan. The borrowings bear interest at
7.9750 percent per annum, which was based on the LIBOR at June 30, 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 (through its wholly owned subsidiary,
Victoria Electric, Inc.) to acquire Solaris Power. 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).
<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 120 MW capacity expansion project on a
turnkey basis. The total project cost is expected to be $65 million and will be
financed with approximately 38 percent cash from the original EGSA purchase
price with the remaining funds to be raised from non-recourse debt. As of June
30, 1998, EGSA made payments totaling approximately $9 million for such purposes
to support a June 1999 commercial operation date.
<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 June 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
<PAGE>
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.
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.
<PAGE>
4. Services Obtained From Associated Companies
-------------------------------------------
GPU Energy provided administrative services to GPU International Australia
in the amount of $38,277 for the three months ended June 30, 1998, in support of
operations and management activities.
GPU Service, Inc. provided administrative services to GPU Power in the
amount of $15,350 and to GPU Electric in the amount of $41,552 for the three
months ended June 30, 1998, in support of operations and management activities.
5. Services Provided to Associated Companies
-----------------------------------------
A description of services provided by GPU Electric and GPU Power to
associate companies during the period April 1, 1998 through June 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 June
30, 1998 is as follows:
<PAGE>
(In Thousands)
-------------
FUCOs
- -----
Midlands Electricity plc $ 588,077
GPU PowerNet 488,448
-------
Subtotal 1,076,525
---------
EWGs
- ----
Mid-Georgia Cogen, L.P. 16,319
Selkirk Cogen, L.P. 12,751
Termobarranquilla, S.A. 122,750
Empresa Guaracachi, S.A. 47,889
Development projects 2,716
-------
Subtotal 202,425
-------
Aggregate Investment in FUCOs and EWGs $ 1,278,950
=========
b) As of June 30, 1998
(In Thousands)
GPU's Aggregate Investment in FUCOs and EWGs $1,278,950
Aggregate Investment as a Percentage of GPU, Inc. and Subsidiary Companies:
Total capitalization $ 8,537,581 15.0%
Net utility plant $ 6,934,259 18.4%
Total consolidated assets $ 15,444,696 8.3%
Market value of common equity $ 4,837,243 26.4%
<PAGE>
c) GPU, Inc. and Subsidiary Companies
Consolidated Capitalization Ratios as of June 30, 1998
(In Thousands))
Amount %
---------- ----
Common equity $3,172,886 37.0
Cumulative preferred stock 155,478 2.0
Subsidiary-obligated mandatorily
redeemable preferred securities 330,000 4.0
Long-term debt 4,392,057 51.0
Notes payable 487,160 6.0
------- ---
Total capitalization $8,537,581 100.0%
========= ======
d) Market-to-book ratio of GPU, Inc. and Subsidiary Companies common stock
at June 30, 1998
Closing Market Price per Share $ 37.8125
Book Value per Share $ 24.7800
Market-to Book Ratio of Common Stock 152.6%
<PAGE>
e) Analysis of Growth in Retained Earnings for GPU, Inc. and Subsidiary
Companies:
(In Thousands)
--------------
Retained Earnings as of 6/30/98 $ 1,947,585
Retained Earnings as of 12/31/97 2,140,712
---------
Growth in Retained Earnings $ (193,127)
==========
Analysis of Growth in Retained Earnings:
- ----------------------------------------
Income (loss) contribution from GPU Energy companies $ (97,528)
Income (loss) contribution from FUCOs/EWGs/Project Parents 37,207
Income (loss) contribution from other GPUI Group investments 6,592
Income (loss) contribution from other GPU Advanced Resources (1,139)
GPU, Inc. expenses (6,525)
Cash dividends declared on Common Stock (131,734)
Other adjustments -
---------
Growth in Retained Earnings $ (193,127)
=========
f) Statements of operations for the periods ended June 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 June 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 June 30, 1998 each filed with the SEC, will be filed
separately under a request for confidential treatment pursuant to Rule 104(b).
<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: September 18,1998
