-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FEPwSq1zHyV1cOSaPTVIQaAhMdkulKxMmRocXHz+f3kbcBK5Vt/cd6lqYb13NGW5 zYCU4x3QIJWrN77iAEXsoQ== 0000040779-01-500037.txt : 20010530 0000040779-01-500037.hdr.sgml : 20010530 ACCESSION NUMBER: 0000040779-01-500037 CONFORMED SUBMISSION TYPE: U-9C-3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GPU INC /PA/ CENTRAL INDEX KEY: 0000040779 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 135516989 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-9C-3 SEC ACT: SEC FILE NUMBER: 074-00023 FILM NUMBER: 1649934 BUSINESS ADDRESS: STREET 1: 300 MADISON AVE STREET 2: C/O GPU SERVICE INC CITY: MORRISTOWN STATE: NJ ZIP: 07962-1911 BUSINESS PHONE: 9734558200 MAIL ADDRESS: STREET 1: 300 MADISON AVE STREET 2: C/O GPU SERVICE INC CITY: MORRISTOWN STATE: NJ ZIP: 07962-1911 U-9C-3 1 gpu_u9c3-052901.txt U-9C-3 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 For the quarterly period ended March 31, 2001 -------------- GPU, Inc. (File No. 074-00023) ---------------------------------------------------------------- (Name of Registered Holding Company) 300 Madison Avenue, Morristown, NJ 07962-1911 ---------------------------------------------------------------- (Address of Principal Executive Offices) GPU, Inc. Quarterly Report Pursuant to Rule 58 of the Public Utility Holding Company Act of 1935 For the quarterly period ended March 31, 2001 -------------------- Table of Contents Item No. Title Page - ------- ------------------------------------------------------- ---- 1 Organization Chart 1 2 Issuances and Renewals of Securities and Capital Contributions 2 3 Associate Transactions 3 4 Summary of Aggregate Investment 5 5 Other Investments 6 6 Financial Statements and Exhibits: A - Financial Statements 7 B - Exhibits 7 C - Certificate of GPU, Inc. 7 Signature 8 Note: All dollar amounts shown in this Form U-9C-3 are expressed in thousands except for the amounts presented in the financial statements (Exhibit A), which are expressed in whole dollars.
ITEM 1 - ORGANIZATION CHART Energy (ERC) or Gas (GRC) Date of State of Percentage of Voting Nature of Name of Reporting Company Related Company Organization Organization Securities Held * Business ------------------------- --------------- ------------ ------------ -------------------- --------- GPU, Inc. (a) - --------- GPU Advanced Resources, Inc. (b) ERC 09/13/96 Delaware 100.0% (c) GPU Diversified Holdings LLC (b) ERC 08/03/00 Delaware 100.0 (d) GPU Solar, Inc. ERC 07/09/97 New Jersey 50.0 (e)
* Sets forth the percentage of voting securities held directly or indirectly by GPU, Inc. or GPU Diversified Holdings LLC, as applicable. (a) GPU, Inc., a registered holding company, holds securities directly or indirectly in the energy-related companies set below its name. (b) These GPU companies are direct wholly owned subsidiaries of GPU, Inc. (c) This subsidiary was formed to engage in energy services and retail energy sales. (d) This energy-related company holds securities directly in the energy-related company set below its name. (e) This subsidiary is involved in the development and commercialization of photovoltaics. Narrative Description of Activities for Reporting Period -------------------------------------------------------- None. 1
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS Type of Principal Company to Collateral Consideration Security Amount of Issue or Cost of whom Security Given with Received Company Issuing Security Issued Security Renewal Capital was Issued Security for Each Security - ------------------------ ------ -------- ------- ------- ---------- -------- ----------------- None. Company Contributing Company Receiving Amount of Capital Capital Capital Contribution -------------------- ------------------ ----------------- None. Note: The information provided in Item 2 presents the activities of the - ---- reporting period only.
2
ITEM 3 - ASSOCIATE TRANSACTIONS Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies Total Reporting Company Associate Company Amount Rendering Services Receiving Services Types of Services Rendered Billed ------------------ ------------------ -------------------------- ------ None.
Note: The information provided in Item 3 presents the activities of the - ---- reporting period only. 3
ITEM 3 - ASSOCIATE TRANSACTIONS (Continued) Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies Total Associate Company Reporting Company Amount Rendering Services Receiving Services Types of Services Rendered Billed ------------------ ------------------ -------------------------- ------ GPU Diversified Holdings LLC (a) GPU Solar, Inc. Management, marketing and technical x (b) expertise for GPU Solar, Inc. GPU Service, Inc. GPU Diversified Holdings LLC Accounting for GPU Diversified x (b) Holdings LLC GPU Service, Inc. GPU Advanced Resources, Inc. Legal and certain general and x (b) administrative services for GPU Advanced Resources, Inc.
Note: The information provided in Item 3 presents the activities of the reporting period only. The amounts required under the caption "Total Amount Billed" are being filed pursuant to request for confidential treatment. (a) Management, marketing and technical services rendered to GPU Solar, Inc. are being performed by certain employees of GPU Service, Inc., (on behalf of GPU Diversified Holdings LLC). (b) The amounts shown include overhead charges applied, at a rate of 17.62%, to employee salaries billed for services rendered. No capital costs were charged. 4
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT Investments in energy-related companies: Total average consolidated capitalization as of March 31, 2001 $10,262,829 Line 1 Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 1,539,424 Line 2 Greater of $50 million or line 2 $1,539,424 Line 3 Total current aggregate investment: (categorized by major line of energy-related business) Energy services and retail energy sales (Category V) 25,900 Development and commercialization of photovoltaics (Category II) 700 ---------- Total current aggregate investment 26,600 Line 4 --------- Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system (line 3 less line 4) $1,512,824 Line 5 ==========
Note: The caption "Total average consolidated capitalization" includes total - ---- common equity, preferred equity (including amounts due within one year), long-term debt (including amounts due within one year) and short-term debt. The caption "Total current aggregate investment" includes all amounts invested or committed to be invested in energy-related companies on or after the date of effectiveness of Rule 58 (March 24, 1997), for which there is recourse, directly or indirectly, to GPU, Inc. or any subsidiary company thereof. 5
ITEM 5 - OTHER INVESTMENTS Aggregate Investment as of Change in Investments Reason for Change Major Line of Energy-Related Business December 31, 2000 During Reporting Period in Investments - ------------------------------------- ----------------- ----------------------- ----------------- Energy services and retail energy sales (Category V) $25,900 $ - No change. Development and commercialization of photovoltaics (Category II) 700 - No change.
6 ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements -------------------- A-1 Financial statements of GPU Advanced Resources, Inc. for the quarter ended March 31, 2001. A-2 Financial statements of GPU Diversified Holdings LLC for the quarter ended March 31, 2001. A-3 Financial statements of GPU Solar, Inc. for the quarter ended March 31, 2001 - filed pursuant to request for confidential treatment. B. Exhibits -------- Contracts Required by Item 3 ---------------------------- B-1 Contract between GPU Service, Inc. and GPU Advanced Resources, Inc. to provide legal and certain general and administrative services - incorporated by reference to Exhibit B-13 to GPU's Quarterly Report on Form U-9C-3 for the period ended December 31, 1997. B-2 Stockholders Agreement made and entered into as of January 7, 1998 by and among GPU International, Inc., AstroPower, Inc. and GPU Solar, Inc. (in connection with the sale of GPU International, Inc. on December 22, 2000, the Stockholders Agreement was amended such that GPU International, Inc. transferred its interest in GPU Solar, Inc. and its rights and responsibilities under the Stockholders Agreement to GPU Diversified Holdings LLC) - incorporated by reference to Exhibit B-12 to GPU's Quarterly Report on Form U-9C-3 for the period ended December 31, 2000. B-3 Amendment No. 1 to Stockholders Agreement made and entered into as of December 1, 2000 by and among GPU International, Inc., AstroPower, Inc., GPU Diversified Holdings LLC and GPU Solar, Inc. (this amendment essentially transferred GPU International, Inc.'s interest in GPU Solar, Inc. and its rights and responsibilities under the Stockholders Agreement to GPU Diversified Holdings LLC) - incorporated by reference to Exhibit B-13 to GPU's Quarterly Report on Form U-9C-3 for the period ended December 31, 2000. Note: Services rendered by GPU Service, Inc. to GPU Diversified Holdings LLC - ---- are provided pursuant to oral arrangement and no written agreement exists. C. Certificate of GPU, Inc. ------------------------ 7 SIGNATURE The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned officer thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. GPU, INC. May 29, 2001 By /s/ P. E. Maricondo --------------------------------- P. E. Maricondo, Vice President and Comptroller (principal accounting officer) 8 EX-99.INDEX 2 gpu_u9c3-052901index.txt EXHIBIT INDEX Index of Financial Statements and Exhibits to be Filed in EDGAR --------------------------------------------------------------- A-1 Financial statements of GPU Advanced Resources, Inc. for the quarter ended March 31, 2001. A-2 Financial statements of GPU Diversified Holdings LLC for the quarter ended March 31, 2001. C Certificate of GPU, Inc. EX-99.EXHIBITA1 3 gpu_u9c3-052901exhibita1.txt EXHIBIT A-1 Exhibit A-1 GPU ADVANCED RESOURCES, INC. Balance Sheet March 31, 2001 ---------------------------- (Unaudited) Assets Current assets: Cash and temporary cash investments $13,112,221 Accounts receivable: Customers 3,738,041 Other 11,408 Deferred income taxes (19,763) Prepayments 82,706 ---------- Total current assets 16,924,613 ---------- Other property and investments 55,966 ---------- Deferred debits and other assets 24,474 ----------- Total Assets $17,005,053 ========== Liabilities & Stockholder's Equity Current liabilities: Accounts payable $ 3,912,849 Taxes accrued (607,895) Other 408,690 ---------- Total current liabilities 3,713,644 --------- Deferred credits and other liabilities 144,452 ---------- Stockholder's equity: Common stock 100 Capital surplus 25,900,000 Retained deficit (12,753,143) ---------- Total stockholder's equity 13,146,957 ---------- Total Liabilities & Stockholder's Equity $17,005,053 ========== Exhibit A-1 GPU ADVANCED RESOURCES, INC. Statement of Income ---------------------------- (Unaudited) Three Months Ended March 31,2001 ------------- Operating Revenues $12,273,566 ---------- Operating Expenses: Power purchased 11,166,662 Other operation and maintenance 651,705 ---------- Total Operating Expenses 11,818,367 ---------- Operating Income 455,199 Other Income and Expenses, Net 228,342 ---------- Income Before Income Taxes 683,541 Income tax expense 252,566 ---------- Net Income $ 430,975 ========== EX-99.EXHIBITA-2 4 gpu_u9c3-052901exhibita2.txt EXHIBIT A-2 Exhibit A-2 GPU DIVERSIFIED HOLDINGS LLC Balance Sheet March 31, 2001 ---------------------------- (Unaudited) Assets Current assets: Cash and temporary cash investments $ 18,600 Accounts receivable 312,745 ---------- Total current assets 331,345 ---------- Other property and investments 28,918,090 ---------- Total Assets $29,249,435 ========== Liabilities & Stockholder's Equity Current liabilities: Accounts payable $ - Taxes accrued 347,588 ---------- Total current liabilities 347,588 ---------- Deferred credits and other liabilities 1,185,301 ----------- Stockholder's equity: Common stock 100 Capital surplus 25,275,488 Retained earnings 650,199 Accumulated other comprehensive income 1,790,759 ---------- Total stockholder's equity 27,716,546 ---------- Total Liabilities & Stockholder's Equity $29,249,435 ========== Exhibit A-2 GPU DIVERSIFIED HOLDINGS LLC Statement of Income ----------------------------- (Unaudited) Three Months Ended March 31,2001 ------------- Operating Revenues $ 971,621 ---------- Operating Expenses 129,885 ---------- Operating Income 841,736 Other Income and Expenses, Net - ----------- Income Before Income Taxes 841,736 Income tax expense 288,615 ---------- Net Income $ 553,121 ========== EX-99.EXHIBITC 5 gpu_u9c3-052901exhibitc.txt EXHIBIT C Exhibit C GPU, Inc. 300 Madison Avenue, Morristown, NJ 07962-1911 Certificate ----------- Pursuant to the requirements of Rule 58 of the Public Utility Holding Company Act of 1935, the undersigned certifies that: A copy of quarterly report on Form U-9C-3, for the period ended December 31, 2000, was filed with the state commissions having jurisdiction over the electric retail rates of GPU's public utility subsidiary companies. The names and addresses of these state commissions are as follows: New Jersey Division of Energy Board of Public Utilities Two Gateway Center Newark, NJ 07102 Commonwealth of Pennsylvania* Public Utility Commission P.O. Box 3265 Harrisburg, PA 17105-3265 *A conformed copy of the publicly available report was filed with the Pennsylvania Public Utility Commission. May 29, 2001 By /s/ P. E. Maricondo ------------------------------- P. E. Maricondo, Vice President and Comptroller (principal accounting officer) Note: Pennsylvania Electric Company ("Penelec") is also subject to retail rate - ---- regulation by the New York Public Service Commission with respect to retail service to approximately 3,700 customers in Waverly, New York served by Waverly Electric Power & Light Company, a Penelec subsidiary. Waverly Electric's revenues are immaterial, accounting for less than 1% of Penelec's total operating revenues. -----END PRIVACY-ENHANCED MESSAGE-----