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.
and
GPU International, Inc.
<PAGE>
- -----------------------------------------
:
In the matter of :
GPU, INC. : Certificate Pursuant
GPU INTERNATIONAL, INC. : to Rule 24 of Partial
: Completion of
: Transactions
SEC File No. 70-7727 :
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:
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<PAGE>
1. Financial Statements
A copy of GPU International's unaudited Consolidated Balance Sheet as
of March 31, 1999 and unaudited Consolidated Statement of Operations for the
three months ended March 31, 1999 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.
Project Related Services
GPU International continued to provide management, administrative
and/or operating services as of March 31, 1999 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
3
<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 January 1, 1999 through March 31, 1999:
(a) 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 a subsidiary of Sonat Energy
Services Company (Sonat). The letter of credit is scheduled to expire on
December 31, 1999.
(b) On June 1, 1998, the date upon which Mid-Georgia commenced commercial
operation, 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 used to collateralize certain obligations of Mid-Georgia
under its 30 year power purchase agreement with Georgia Power Company. The
letter of credit is scheduled to expire on June 1, 1999. Upon expiration,
Mid-Georgia is required by the power purchase agreement to replace this letter
of credit annually during the term of the agreement. GPU International's
4
<PAGE>
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.
In addition, the following guarantees were outstanding during the
period January 1, 1999 through March 31, 1999:
(a) GPU has guaranteed up to $12.4 million in connection with the
Termobarranquilla (TEBSA) project in Colombia. This guarantee expires upon the
conversion of a construction loan for the TEBSA project to a term loan, which is
planned to occur by mid-1999, and is replaced with a $21.3 million guarantee
that expires four years from the conversion date.
(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), which is a wholly-owned subsidiary
of GPU, 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 guaranteed payments to General Electric Capital Corporation of
amounts up to the lesser of six months average rent (approximately $8.1 million)
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.
5
<PAGE>
(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). 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 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). GPU International
and Sonat have each 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 to GPU
International during the period January 1, 1999 through March 31, 1999 was
$278,164.
6. Services provided to associated companies
A description of services provided by GPU International to associate
companies during the period January 1, 1999 through March 31, 1999 will be filed
separately under a request for confidential treatment under Rule 104(b).
6
<PAGE>
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 March 31, 1999 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 3/31/99 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------ ---- -------------- ------
Qualifying Facilities:
Prime Energy, QF $9,206 50% Prudential Insurance Domestic
LP Company of America
OLS Power, QF - 1% Prudential Insurance Domestic
LP Company of America
Lake Cogen Ltd. QF 20,473 49.9% Lake Interest Domestic
Holdings Inc.
New Lake Corp. "
Project Orange QF 2,978 4% G.A.S. Orange
Associates, LP Partners, LP Domestic
NCP Syracuse Inc. "
Syracuse Orange
Partners, LP "
Pasco QF 17,241 49.9% DCC Project Finance Domestic
Cogen, Ltd. Ten Inc.
PAS Power Company "
Pasco Int. Holding, Inc. "
Pasco Project Investment "
Partnership LP
Aggregate -------
Investment in QFs * $49,898
-------
7
<PAGE>
FUCO, GPU's GPU's % Owners not affiliated with GPU
QF Investment Equity --------------------------------
Associate or at 3/31/99 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------- ---- -------------- ------
Exempt Wholesale Generators and Foreign Utility Companies:
Mid-Georgia EWG & 13,319 50% Sonat Energy Domestic
Cogen, LP QF Services Company
NCP Houston EWG 7,196* 100% Not Applicable N/A
Power, Inc.
Onondaga EWG & _ 100% Not Applicable N/A
Cogen, LP QF
Selkirk Cogen EWG & 10,488 19% JMC Selkirk, Inc. Domestic
Partners, LP QF Cogen Technologies "
Selkirk GP, Inc.
Cogen Technologies "
Selkirk LP
JMCS I Investors, LP "
NCP Perry, Inc. EWG 10,026* 100% Not Applicable N/A
Empresa EWG 33,000 50% Cititrust (Bahamas) Foreign
Guaracachi S.A. Limited
Guaracachi EWG $35,960* 100% Not Applicable N/A
America, Inc.
GPU Power, Inc. EWG 100,211* 100% Not Applicable N/A
EI International EWG 190* 100% Not Applicable N/A
GPUI Colombia, EWG 158* 100% Not Applicable N/A
Ltda.
Victoria FUCO 145,945* 100% Not Applicable N/A
Electric Inc.
Midlands FUCO 593,937 50% Cinergy Corp. Domestic
Electricity plc
GPU PowerNet FUCO 498,448 100% Not Applicable N/A
Pty. Ltd.
GPU Australia FUCO 110,795* 100% Not Applicable N/A
Holdings, Inc.
FUCO, GPU's GPU's % Owners not affiliated with GPU
QF Investment Equity -----------------------------
Associate or at 3/31/99 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------- ---- -------------- ------
8
<PAGE>
Exempt Wholesale Generators and Foreign Utility Companies (continued):
- ----------------------------------------------------------------------
Austran Holdings FUCO 248,240* 100% Not Applicable N/A
Inc.
Termobarran-
quilla EWG 77,265 29% ABB Energy Ventures, Foreign
S.A. Inc.
Lancaster Steel "
Distral Group "
Corporation Electrica "
De la Costa Atlantica
EI Barran-
quilla, EWG 28,405* 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 _ 100% Not Applicable N/A
Philippines, Inc.
EI Services EWG (90)* 100% Not Applicable N/A
Canada, Ltd.
EI Canada EWG (102)* 100% Not Applicable N/A
Holding, Ltd.
EI Brooklyn EWG - 100% Not Applicable N/A
Investment, Ltd.
EI Brooklyn EWG - 100% Not Applicable N/A
Power, Ltd.
International Power
Advisors, Inc. EWG 337* 100% Not Applicable N/A
FUCO, GPU's GPU's % Owners not affiliated with GPU
QF Investment Equity ------------------------------
Associate or at 3/31/99 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------- ---- -------------- ------
Exempt Wholesale Generators and Foreign Utility Companies (continued):
Empresa
Distribuidora
Electrica
Regional,S.A. FUCO 370,751 100% Not Applicable N/A
---------
Aggregate
Investment
in EWGs & FUCOs * $1,597,208
----------
Total
Aggregate
Investment in QFs,
EWGs & FUCOs * $1,647,106
=========
9
<PAGE>
(*) GPU's aggregate investment does not include the items shown with asterisks
in order to avoid duplication.
As of March 31, 1999, GPU also owned, directly or indirectly, a 100%
interest in each of the following EWGs, in which its aggregate investment did
not exceed $10,000: GPU Power Ireland, Inc.; GPU International Asia, Inc.;
Austin Cogeneration Corporation; Austin Congeneration Partners, L.P.; and
Hanover Energy Corporation.
8. During the period January 1, 1999 through March 31, 1999 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 Capital, Inc. (GPU Capital) and GPU Power's unaudited
Consolidated Balance Sheets as of March 31, 1999 and unaudited Consolidated
Statements of Operations for the twelve months ended March 31, 1999 will be
filed separately under a request for confidential treatment pursuant to Rule
104(b).
On October 8, 1998, GPU Capital was incorporated to secure
10
<PAGE>
financing to prepay indebtness of certain subsidiaries of GPU Electric, Inc.
(GPU Electric), and for working capital purposes including investments and
acquisitions. GPU made a capital contribution to GPU Capital of all of the
issued and outstanding common stock of GPU Electric, which then became a
wholly-owned subsidiary of GPU Capital. GPU Capital became a wholly-owned
subsidiary of GPU. The transaction between GPU and GPU Capital was accounted for
in a manner consistent with a transfer of entities under common control.
Accordingly, the unaudited Consolidated Statement of Operations of GPU Capital
include the results of operations of GPU Electric as if the transaction had
occurred on April 1, 1998.
GPU Capital and GPU Electric will develop, own, operate and fund the
acquisition of transmission and distribution systems outside the United States
and will be referred to as "GPU Electric".
2. Investments in Exempt Entities
In December 1998, GPU Capital entered into a $1 billion commercial paper
program to, among other things, finance investments in EWGs and FUCOs. A $1
billion credit facility is in place as a backstop facility to support the
commercial paper program. The commercial paper issued by GPU Capital is
guaranteed by GPU. As of March 31, 1999, there was $705 million outstanding
under this commercial paper program.
On March 9, 1999, GPU Electric acquired Empresa
11
<PAGE>
Distribuidora Electrica Regional, S.A. (Emdersa), an Argentine holding company,
for $433 million. The acquisition was financed through the issuance of
commercial paper by GPU Capital and a $50 million capital contribution from GPU.
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; 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. As of March 31, 1999, Australian $1.4
billion, (approximately U.S. $915 million) was outstanding under this 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.
12
<PAGE>
As of March 31, 1999, Austran had outstanding approximately Australian $443
million (approximately U.S. $281 million) under the commercial paper program to
refinance the maturing portion of the Facility Agreement used to finance the
PowerNet acquisition. These borrowings have been classified as noncurrent on the
Consolidated Balance Sheet of GPU Capital, Inc. and Subsidiaries since it is
management's intent to reissue the commercial paper on a long-term basis. A
backstop facility in the amount of Australian $500 million is in place to
provide liquidity support under Austran's commercial paper program in the
Australian capital markets in the event of an actual or sustained market
disruption.
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 Australia
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.
13
<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 March 31, 1999, $350 million of such borrowings were outstanding
under the Credit Agreement.
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) and borrowed approximately pounds sterling 342 million
(U.S. $586 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). In January 1999, EI UK repaid all
outstanding borrowings, pounds sterling 225 million (U.S. $373 million), under
the Term Loan with proceeds from commercial paper issued by GPU Capital. The
Term Loan agreement was terminated.
3. Description of Exempt Entities in Which There are Funds Invested
Mid-Georgia Cogen, L.P.
Through NCP Houston Power, Inc. and NCP Perry, Inc., GPU International
owns a 1% general partnership interest and a 49% limited partnership interest in
Mid-Georgia, a 300 megawatt (MW) cogeneration facility located in Kathleen,
Georgia which was placed into commercial operation in June 1998. The facility
14
<PAGE>
sells substantially all of its steam output for use in an adjacent industrial
facility and substantially all of its electrical output to Georgia Power
Company, although Mid-Georgia has the option to sell power to other wholesale
parties subject to the receipt of necessary third party consent.
Onondaga Cogeneration, L.P.
Onondaga is a limited partnership organized to construct, own and operate
an 80 MW cogeneration facility in Geddes, New York. The facility was placed into
commercial operation in December 1993 and sells substantially all of its steam
output for use in an adjacent industrial facility and its electrical output to
Niagara Mohawk Power Corporation. GPU International, through its wholly-owned
subsidiaries Geddes Cogeneration Corporation and Geddes II Corporation, owns a
1% general partnership interest and 99% limited partnership interest in
Onondaga.
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 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 $47 million. The facilities are located
in
15
<PAGE>
Bolivia in and around the cities of Santa Cruz, Sucre and Potosi with their
total capacity representing approximately one-third of Bolivia's generation
capacity. In accordance with the acquisition agreement, ninety percent of GPU
Power's purchase price is to be used solely by the year 2002 to expand EGSA's
generating facilities to meet Bolivia's growing demand.
In July 1998, EGSA entered into a contract to proceed with the
construction of a nominal 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 $40 million in equity from the original EGSA purchase price with
the remaining funds to be raised from non-recourse debt. The project is expected
to commence commercial operation in June 1999.
Termobarranquilla, S.A.
In October 1995, GPU Power, through EI Barranquilla, Inc., acquired a 29%
interest in Termobarranquilla, S.A., Empresa de Servicios Publicos (TEBSA),
which consists of a 120 MW gas-fired generating plant and a newly constructed
770 MW gas-fired plant located near Barranquilla, Colombia. Electricity
generated by these plants is sold to Corporacion Electrica de la Costa Atlantica
under a long-term (20.5 years) contract.
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
16
<PAGE>
Company, Ltd. (Leaseco), owns and leases to TEBSA equipment comprised in the 770
MW plant constructed and operated by TEBSA. The lease provides for TEBSA to make
monthly lease payments to Leaseco through October 2010.
Midlands Electricity plc
In May, 1996, GPU and Cinergy Corporation (Cinergy) formed Avon Energy
Partners plc (Avon), a wholly-owned subsidiary of Holdings. Holdings is a 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.
In addition to the amount invested by EI UK, Holdings borrowed
approximately pounds sterling 1.1 billion (U.S. $1.8 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.
In December 1998, GPU Electric and Cinergy agreed to the sale of the supply
business of Midlands to National Power plc (National Power). National Power will
acquire, subject to United Kingdom regulatory approval, all of the assets of
Midlands' supply business and assume its liabilities, including obligations
under all of
17
<PAGE>
Midlands' power purchase agreements, for U.S. $300 million (U.S. $150 million
for GPU's share) plus an adjustment for working capital at financial closing,
which is expected to be in the second quarter of 1999. National Power will
acquire the business which purchases, markets and supplies electricity to
customers while GPU Electric and Cinergy will continue to own and operate
Midlands' distribution lines, substations and other businesses.
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.
Emdersa
Emdersa owns three electric distribution companies that serve three
provinces in northwest Argentina. The three distribution companies serve
approximately 335,000 customers throughout a service territory of approximately
322,000 square kilometers. The provinces have a population of about 1.5 million
people.
4. Services Obtained From Associated Companies
GPU Energy provided administrative services to GPU International Australia
in the amount of $878,586 for the three months ended March 31, 1999 in support
of operations and management activities.
18
<PAGE>
GPU Service, Inc. provided administrative services to GPU Power in the
amount of $11,438 and to GPU Electric in the amount of $30,197 for the three
months ended March 31, 1999, 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 January 1, 1999 through March 31, 1999
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 Inc.'s aggregate investment as of
March 31, 1999 is as follows:
(In Thousands)
--------------
FUCOs
- -----
Midlands Electricity plc $ 593,937
GPU PowerNet PTY., Ltd. 498,448
Empresa Distribuidora Electrica Regional, S.A. 370,751
-------
Subtotal 1,463,136
---------
EWGs
- ----
Mid-Georgia Cogen, L.P. 13,319
Selkirk Cogen, L.P. 10,488
19
<PAGE>
Termobarranquilla, S.A. 77,265
Empresa Guaracachi, S.A. 33,000
------
Subtotal 134,072
-------
Aggregate Investment in FUCOs and EWGs $1,597,208
=========
b) As of March 31, 1999
(In Thousands)
GPU's Aggregate Investment in FUCOs and EWGs $1,597,208
Aggregate Investment as a Percentage of GPU, Inc. and Subsidiary Companies:
- ---------------------------------------------------------------------------
Total capitalization $ 9,056,399 17.6%
Net utility plant $ 6,727,927 23.7%
Total consolidated assets $16,934,022 9.4%
Market value of common equity $ 4,733,697 33.7%
c) GPU, Inc. and Subsidiary Companies
Consolidated Capitalization Ratios as of March 31, 1999
(In Thousands)
Amount %
----- ----
Common equity $3,602,116 40.0
Cumulative preferred stock 126,741 1.0
Subsidiary-obligated mandatorily
redeemable preferred securities 330,000 4.0
Long-term debt 4,765,164 53.0
Notes payable 232,378 2.0
--------- ---
Total capitalization $9,056,399 100.0%
========= ======
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d) Market-to-book ratio of GPU, Inc. and Subsidiary Companies common stock
at March 31, 1999:
Closing Market Price per Share $ 37.3125
Book Value per Share $ 28.35
Market-to Book Ratio of Common Stock 131.6%
e) Analysis of Growth in Retained Earnings for GPU, Inc.
and Subsidiary Companies:
(In Thousands)
--------------
Retained Earnings as of 3/31/99 $ 2,421,140
Retained Earnings as of 12/31/98 2,230,425
---------
Growth in Retained Earnings $ 190,715
=========
Analysis of Growth in Retained Earnings:
Income (loss) contribution from GPU Energy companies $ 148,349
Income (loss) contribution from FUCOs/EWGs/Project
Parents 38,891
Income (loss) contribution from other GPUI Group
investments 3,801
Income (loss) contribution from other GPU Advanced
Resources 1,681
GPU, Inc. expenses (2,003)
Cash dividends declared on Common Stock -
Other adjustments (4)
---------
Growth in Retained Earnings $ 190,715
========
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f) Statements of operations for the periods ended March 31, 1999 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 March 31, 1999
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 March
31, 1999 each filed previously with the SEC.
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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/ R. L. Wise
-------------------------
R.L. Wise
President
Date: June 18, 1999
