SEC FILE NO. 70-8537
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF
TRANSACTIONS
GENERAL PUBLIC UTILITIES CORPORATION
ENERGY INITIATIVES, INC.<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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In the Matter of )
)
GENERAL PUBLIC UTILITIES CORPORATION ) Certificate Pursuant
ENERGY INITIATIVES, INC. ) to Rule 24 of Partial
) Completion of
SEC File No. 70-8537 ) Transactions
)
(Public Utility Holding Company )
Act of 1935) )
)
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TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:
The undersigned, General Public Utilities Corporation
("GPU") and Energy Initiatives, Inc. ("EI"), hereby certify
pursuant to Rule 24 of the Rules and Regulations under the Public
Utility Holding Company Act of 1935, that certain of the
transactions proposed in the Application, as amended, filed in
SEC File No. 70-8537, have been carried out in accordance with
the Commission's order, dated February 8, 1995 (HCAR No. 26230),
with respect thereto, as follows:
1. On April 13, 1995, EI made an initial capital
contribution to the EnviroTech Investment Fund I Limited
Partnership ("EnviroTech Partnership") of $196,689 at the initial
closing thereof in payment for its acquisition of a 9.9% limited
partner interest therein. Pursuant to a Subscription Agreement
dated April 6, 1995, EI has agreed to make additional capital
contributions to the EnviroTech Partnership from time to time of
up to $4,803,311 to purchase not more than an aggregate 9.9%
limited partner interest therein.
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2. It is anticipated that GPU will make a cash
capital contribution to EI to reimburse EI's treasury for the
expenditure of such funds.
3. The following exhibit is filed in Item 6:
(a) Exhibits:
A-1 Subscription Agreement dated
April 6, 1995.
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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.
GENERAL PUBLIC UTILITIES CORPORATION
By:
T. G. Howson,
Vice President and Treasurer
ENERGY INITIATIVES, INC.
By:
B. L. Levy, President
Date: April 24, 1995<PAGE>
EXHIBIT TO BE FILED BY EDGAR
Exhibit:
A-1 - Subscription Agreement dated April 6, 1995.<PAGE>
EXHIBIT A-1
SUBSCRIPTION AGREEMENT
TO: ADVENT INTERNATIONAL LIMITED PARTNERSHIP, as General Partner
of ENVIROTECH INVESTMENT FUND I LIMITED PARTNERSHIP. a
Limited Partnership formed under the Laws of the State of
Delaware (the "Partnership")
The undersigned hereby agrees with you and the Partnership
as follows (any capitalized term not otherwise defined herein
shall have the meaning set forth in the Amended and Restated
Limited Partnership Agreement of the Partnership (the
"Partnership Agreement" )):
1. The undersigned hereby subscribes for a total commitment
to the capital of the Partnership equal to the lesser of (i) 9.9%
of the total commitments to the capital of the Partnership made
by all Partners of the Partnership, as such commitments may be
increased from time to time or (ii) US$5,000,000 (the total
commitment of the undersigned being hereinafter referred to as
the "Capital Commitment"), in accordance with and subject to the
terms, provisions and conditions set forth herein and in the
Partnership Agreement.
2. The undersigned will pay to the Partnership on the
closing date established by you (the "Closing Date"), cash in the
amount of its initial Capital Contribution as specified above
(ten percent (10%) of its Capital Commitment as of the Closing
Date), by wire transfer or other valid payment pursuant to
instructions from you. In the event that additional Limited
Partners are to be admitted to the Partnership, you will notify
the undersigned prior to the date of admission of such additional
Limited Partners, and the undersigned will pay to the Partnership
on the date of admission cash in the amount of ten percent (10%)
of its additional Capital Commitment plus interest on its
additional Capital Contribution as required to be paid by
additional Limited Partners under the Partnership Agreement, by
wire transfer or other valid payment pursuant to instructions
from you. The undersigned will pay the remainder of its Capital
Commitment at the times and in the manner set forth in the
Partnership Agreement.
3. The undersigned understands that you will notify him or
it whether this Subscription Agreement has been accepted or
rejected by the Closing Date, or, if this Subscription Agreement
is received by you subsequent to the Closing Date, within thirty
(30) days after receipt. Acceptance of this Subscription
Agreement shall be by return of one original copy of this
Subscription Agreement, acknowledged by you. The undersigned
further understands that you reserve the right to accept or
reject subscriptions and that this Subscription Agreement may be
rejected for any reason whatsoever by you, as you shall deem
necessary.
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4. The undersigned acknowledges, warrants, represents and
agrees as follows:
(a) The undersigned has reviewed and understands the
risks of, and other considerations relating to, the Capital
Commitment. The undersigned has such knowledge and experience in
financial and business matters that he or it is capable of
evaluating the merits and risks of an investment in the
Partnership and of making an informed investment decision.
(b) The undersigned has reviewed the Offering
Memorandum of the Partnership dated August 11, 1994 and the
letter from the General Partner relating to changes in the terms
of the Partnership as originally set forth in the Offering
Memorandum, has been granted the opportunity to make a thorough
investigation of the proposed activities of the Partnership, has
been furnished with all materials relating to the Partnership and
its proposed activities that he or it has requested, and has been
afforded the opportunity to obtain any additional information
necessary to verify the accuracy of any representations made or
information conveyed to him or it.
(c) The Capital Commitment is being subscribed to for
the undersigned's own account for investment only and not with a
view to, or with any intention of, a distribution or resale
thereof, in whole or in part, or the grant of any participation
therein.
(d) The undersigned is an "accredited investor" as
such term is defined in Rule 501(a) of Regulation D under the
Securities Act of 1933 and the net worth of the undersigned
exceeds $1,000,000.
5. The undersigned, if a corporation, partnership, trust or
other form of entity, agrees, warrants and represents that (i) it
is authorized and otherwise duly qualified to subscribe for the
Capital Commitment and to execute this Subscription Agreement and
the Partnership Agreement; (ii) this Subscription Agreement and
the Partnership Agreement constitute valid, binding and
enforceable obligations of the undersigned; (iii) the person
executing this Subscription Agreement and the Partnership
Agreement on behalf of the undersigned is authorized to act for
the undersigned in subscribing for the Capital Commitment; and
(iv) the undersigned has its principal place of business as set
forth on the signature page hereof. In addition, if the
undersigned is a corporation, (x) the undersigned has been duly
incorporated and is validly existing under the laws of its state
of incorporation indicated above with full corporate power and
authority to execute this Subscription Agreement and to enter
into the transactions contemplated by the Partnership Agreement;
and (y) this Subscription Agreement and the Partnership Agreement
have been duly executed and delivered by the undersigned. If the
undersigned is one of the aforementioned entities, it hereby
agrees to supply any additional written information concerning
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the representations in this Subscription Agreement that you may
reasonably require.
6. The undersigned, if a corporation, partnership, trust or
other entity, was not formed for the specific purpose of
acquiring its interest in the Partnership and is the beneficial
owner of its interest in the Partnership within the meaning of
Section 3(c)(1) of the Investment Company Act of 1940. If the
undersigned's investment in the Partnership will constitute 10%
or more of the total Capital Commitments made by all Partners in
the Partnership, the undersigned's other investments and total
assets are such that it, and not the holders of its outstanding
securities, will be deemed to be the beneficial owner of its
interest in the Partnership for purposes of Section 3(c)(1) of
the Investment Company Act of 1940.
7. The undersigned elects to be paid all distributions and
other amounts payable to the undersigned by the Partnership in
the form (either by wire transfer or check) indicated on the
first page of this Subscription Agreement. If no election is
made by the undersigned, all distributions will be paid in the
form of a check. The Partnership is authorized to pay such
distributions in the form elected in this Subscription Agreement
until five (5) business days after it has received from the
undersigned, in writing, new payment instructions. Neither the
Partnership nor the General Partner will have any liability for
any distribution or payment paid in the manner and to the account
or address elected by the undersigned on the first page of this
Agreement or as subsequently elected in writing by the
undersigned.
8. Neither this Subscription Agreement nor the rights
accruing pursuant to this Subscription Agreement shall be
transferable without your prior written consent.
9. This Subscription Agreement shall be binding upon the
heirs, executors, administrators, successors and assigns of the
undersigned, subject to the requirements of Section 8 hereof,
and, when accepted by you, shall be binding upon your successors
and assigns.
10. IF THE SUBSCRIBER IS A GEORGIA RESIDENT, THE SUBSCRIBER
ACKNOWLEDGES THAT THIS INTEREST IN THE PARTNERSHIP IS BEING
ISSUED AND SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION
10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD
OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH
ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
11. Unless otherwise provided for, the undersigned is
delivering herewith THREE executed copies of this Subscription
Agreement that have been signed, dated and completed in
accordance with the instructions hereon.
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12. All of the agreements, representations and warranties
made by the undersigned in this Subscription Agreement shall
survive the execution of the Partnership Agreement.
13. This Subscription Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the undersigned has executed this
Subscription Agreement this 6th day of April, 1995.
Energy Initiatives, Inc. (a
subsidiary of General Public
Utilities Corp.)
/s/ Scott A. Weiner
Name(s) Scott A. Weiner,
Attorney-in-fact
By:
Hereunto duly authorized
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