Amendment No. 2 to
SEC File No. 70-8537
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
ENERGY INITIATIVES, INC. ("EI")
One Upper Pond Road
Parsippany, New Jersey 07054
(Names of companies filing this statement and addresses
of principal executive offices)
GENERAL PUBLIC UTILITIES CORPORATION
(Name of top registered holding company parent of applicants)
T. G. Howson, Douglas E. Davidson, Esq.
Vice President and Treasurer Berlack, Israels & Liberman
M. A. Nalewako, Secretary 120 West 45th Street
GPU Service Corporation New York, New York 10036
100 Interpace Parkway
Parsippany, New Jersey 07054
B. L. Levy, President
K. A. Tomblin, Esq., Secretary
Energy Initiatives, Inc.
One Upper Pond Road
Parsippany, New Jersey 07054
(Names and addresses of agents for service)<PAGE>
GPU and EI hereby amend their Application on Form U-1,
docketed in SEC File No. 70-8537, as follows:
1. By amending paragraph D of Item 1 thereof to read in
its entirety as follows:
EI will not later than 180 days following the end of
each calendar year report to the Commission any
distributions received from the EnviroTech Partnership
during such year. Such reports will be included in a
Certificate Pursuant to Rule 24 under the Act and will
contain a description of each Portfolio Company
investment made by the EnviroTech Partnership, the costs
incurred by the partnership for such investments and the
current valuation thereof, the dates of receipt by EI of
any distributions in kind of securities of Portfolio
Companies and the dates of any disposition by EI of such
securities.
2. By adding the following paragraph E at the end of
Item 1 thereof:
E. GPU and EI submit that all of the criteria of
Rules 53 and 54 under the Act with respect to the
proposed transactions are satisfied.
(i) The average consolidated retained earnings for
GPU and its subsidiaries, as reported for the four most
recent quarterly periods in GPU's Annual Report on Form
10-K for the year ended December 31, 1993 and Quarterly
Reports on Form 10-Q for the quarters ended March 31,
June 30, and September 30, 1994, as filed under the
Securities Exchange Act of 1934, was approximately $1.825
billion. At the date hereof, GPU had invested, or
committed to invest, directly or indirectly, an aggregate
of approximately $11.5 million in EWGs and $0 in FUCOs.
(GPU does not own any direct or indirect interest in a
FUCO). Accordingly, GPU's investment in EWGs and FUCOs,
assuming the entire (A) $130 million of anticipated gross
proceeds from the sale by GPU of additional common stock
pursuant to the transactions proposed under SEC File No.
70-8455 and (B) $70 million of authorized investment by
EI under SEC File No. 70-7727, are invested in EWGs or
FUCOs, would be approximately .6% of such average
consolidated retained earnings, which is well below the
50% limitation in Rule 53.
(ii) GPU maintains books and records to identify
investments in, and earnings from, each EWG and FUCO in
which it directly or indirectly holds an interest.
(A) For each United States EWG in which GPU
directly or indirectly holds an interest:
1<PAGE>
(1) the books and records for such EWG
will be kept in conformity with United States generally
accepted accounting principles ("GAAP");
(2) the financial statements will be
prepared in accordance with GAAP; and
(3) GPU directly or through its
subsidiaries undertakes to provide the Commission access
to such books and records and financial statements as the
Commission may request.
(B) For each FUCO or foreign EWG which is a
majority-owned subsidiary of GPU:
(1) the books and records for such
subsidiary will be kept in accordance with GAAP;
(2) the financial statements for such
subsidiary will be prepared in accordance with GAAP; and
(3) GPU directly or through its
subsidiaries undertakes to provide the Commission access
to such books and records and financial statements, or
copies thereof in English, as the Commission may request.
(C) For each FUCO or foreign EWG in which GPU
owns 50% or less of the voting securities, GPU directly
or through its subsidiaries will proceed in good faith,
to the extent reasonable under the circumstances, to
cause
(1) such entity to maintain books and
records in accordance with GAAP;
(2) the financial statements of such
entity to be prepared in accordance with GAAP; and
(3) access by the Commission to such
books and records and financial statements (or copies
thereof) in English as the Commission may request and, in
any event, GPU will provide the Commission, on request,
copies of such materials as are made available to GPU and
its subsidiaries. If and to the extent that such
entity's books, records or financial statements are not
maintained in accordance with GAAP, GPU will, upon
request of the Commission, describe and quantify each
material variation therefrom as and to the extent
required by subparagraphs (a) (2) (iii) (A) and (a) (2)
(iii) (B) of Rule 53.
(iii) No more than 2% of GPU's domestic public
utility subsidiary employees will render any services,
directly or indirectly, to EWGs and FUCOs in which GPU
directly or indirectly holds an interest.
2<PAGE>
(iv) Copies of this Application on Form U-1 are
being provided to the New Jersey Board of Public
Utilities, the Pennsylvania Public Utility Commission and
the New York Public Service Commission, the only federal,
state or local regulatory agencies having jurisdiction
over the retail rates of GPU's electric utility
subsidiaries. In addition, GPU will submit to each such
commission copies of any Rule 24 certificates required
hereunder, as well as a copy of Item 9 of GPU's Form U5S
and Exhibits G and H thereof (commencing with the Form
U5S to be filed for the calendar year in which the
authorization herein requested is granted).
(v) None of the provisions of paragraph (b) of Rule
53 render paragraph (a) of that Rule unavailable for the
proposed transactions.
(A) Neither GPU nor any subsidiary of GPU is
the subject of any pending bankruptcy or similar
proceedings.
(B) GPU's average consolidated retained
earnings for the four most recent quarterly periods
(approximately $1.825 billion) represented an increase of
approximately $36 million in the average consolidated
retained earnings for the previous four quarterly periods
(approximately $1.789 billion).
(C) GPU incurred no losses from direct or
indirect investments in EWGs and FUCOs in 1994.
3. By completing Item 2 thereof to read in its entirety
as follows:
ITEM 2. FEES, COMMISSIONS AND EXPENSES
The estimated fees, commissions and expenses
expected to be incurred in connection with the proposed
transactions are as follows:
SEC Filing Fees: $ 2,000
Legal Fees:
Berlack, Israels & Liberman 10,000
Ballard Spahr Andrews &
Ingersoll 500
Miscellaneous 500
Total $13,000
3<PAGE>
4. By amending the first sentence of Item 3 thereof to
read in its entirety as follows:
GPU and EI believe that Sections 6(a), 7, 9(a)(1),
10 and 12(b) of the Act and Rules 45 and 54 thereunder
may be applicable to the proposed transactions.
5. By adding the following paragraph at the end of Item
4 thereof:
It is requested that the Commission reserve
jurisdiction over the acquisition by EI of limited
partnership interests in any limited partnership that is
a successor of or affiliated with the EnviroTech
Investment Fund I Limited Partnership pending completion
of the record regarding such acquisition.
6. By filing the following exhibits in Item 6 thereof:
(a) Exhibits:
F-1 - Opinion of Berlack, Israels & Liberman
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll
G - Financial Data Schedules - refiled at the
request of the Commission Staff
4<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY
CAUSED THIS STATEMENT 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: February 3, 1995<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1 - Opinion of Berlack, Israels & Liberman
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll
G - Financial Data Schedules - refiled at the
request of the Commission Staff<PAGE>
EXHIBIT F-1
BERLACK, ISRAELS & LIBERMAN
120 West 45th Street
New York, New York 10036
February 3, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation
Energy Initiatives, Inc.
Application on Form U-1
SEC File No. 70-8537
Gentlemen:
We have examined the Application on Form U-1, dated
December 23, 1994, under the Public Utility Holding Company Act of
1935, as amended (the "Act"), filed by General Public Utilities
Corporation ("GPU") and Energy Initiatives, Inc. ("EI"), with the
Securities and Exchange Commission and docketed in SEC File No. 70-
8537, as amended by Amendment No. 1 thereto, dated January 6, 1995,
and Amendment No. 2 thereto, dated this date, of which this opinion
is to be a part. (The Application, as so amended and as thus to be
amended, is hereinafter referred to as the "Application").
The Application contemplates, among other things, the
acquisition by EI from time to time through January 31, 2002 of
limited partner interests (the "EnviroTech Interests") in the
EnviroTech Investment Fund I Limited Partnership, a Delaware
partnership (the "EnviroTech Partnership"). The amount of all such
acquisitions by EI will, together with acquisitions of interests in
successor or affiliated limited partnerships, in the aggregate not
exceed $10,000,000. The interests to be acquired by EI will in the
aggregate represent not more than 9.9% of the limited partner
interests in the EnviroTech Partnership. In addition, GPU proposes
from time to time through January 31, 2002 to make capital
contributions of up to $10,000,000 to EI for purposes of making
such acquisitions.<PAGE>
Securities and Exchange Commission
February 3, 1995
Page 2
The EnviroTech Investment Fund I Limited Partnership
Agreement (the "Agreement") also provides that a limited partner
("Conflicted Partner") in the EnviroTech Partnership which by
virtue of certain investments made by the EnviroTech Partnership
may violate, among other things, a law or regulation, may sell to
another limited partner ("Non-Conflicted Partner") an interest in
such an investment in consideration of the delivery of a note
issued by such Non-Conflicted Partner. (Any such notes which may
be issued by EI to a Conflicted Partner are referred to as the "EI
Notes").
We have been counsel to GPU and to its subsidiaries,
including EI, for many years. In such capacity, we have
participated in various proceedings relating to GPU and its
subsidiaries, and we are familiar with the terms of the outstanding
securities of the corporations comprising the GPU holding company
system.
We have examined copies, signed, certified or otherwise
proven to our satisfaction of the charter documents and by-laws of
GPU and EI. We have also examined such other documents,
instruments and agreements, including a draft of the Agreement, and
have made such further investigation as we have deemed necessary as
a basis for this opinion. Insofar as matters of Pennsylvania law
are concerned, we have relied on the opinion of Ballard Spahr
Andrews & Ingersoll being filed as Exhibit F-2 to the Application.
Based upon and subject to the foregoing, and assuming
that the transactions therein proposed are carried out in
accordance with the Application, we are of the opinion that when
GPU and EI have taken all necessary corporate action, the
EnviroTech Partnership has complied with all laws applicable to the
offering of the EnviroTech Interests to EI, and the Commission
shall have entered an order forthwith granting the Application,
(a) all State laws applicable to the proposed
transactions will have been complied with,
(b) EI is validly organized and duly existing in the
State of Delaware,
(c) the EI Notes will be valid and binding obligations
of EI, in accordance with their respective terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors' rights generally and to
general principles of equity,<PAGE>
Securities and Exchange Commission
February 3, 1995
Page 3
(d) EI will legally acquire the EnviroTech
Interests, and
(e) the consummation of the transactions proposed
in the Application will not violate the legal rights of
the holders of any securities issued by GPU, EI or any
"associate company" thereof, as defined in the Act.
We hereby consent to the filing of this opinion as an
exhibit to the Application and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN<PAGE>
EXHIBIT F-2
February 3, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: General Public Utilities Corporation
Energy Initiatives, Inc.
Application on Form U-1
SEC File No. 70-8537
Gentlemen:
We have examined the Application on Form U-1, dated
December 23, 1994, under the Public Utility Holding Company Act
of 1935, as amended (the "Act"), filed by General Public
Utilities Corporation ("GPU") and Energy Initiatives, Inc.
("EI"), with the Securities and Exchange Commission and docketed
in SEC File No 70-8537, as amended by Amendment No. 1 thereto,
dated January 6, 1995, and Amendment No. 2 thereto, dated this
date, of which this opinion is to be a part. (The Application,
as so amended and as thus to be amended, is hereinafter referred
to as the "Application").
The Application contemplates, among other things,
capital contributions of up to $10,000,000 by GPU from time to
time through January 31, 2002 to EI for the purposes of EI making
the acquisition of limited partner interests (the "EnviroTech
Interests") in the EnviroTech Investment Fund I Limited
Partnership, a Delaware partnership (the "EnviroTech
Partnership"). The amount of all such acquisitions by EI will,
together with acquisitions of interests in successor or
affiliated limited partnerships, in the aggregate not exceed
$10,000,000. The interests to be acquired by EI will in the
aggregate represent not more than 9.9% of the limited partner
interests in the EnviroTech Partnership.
We have been Pennsylvania counsel to GPU, a
Pennsylvania corporation, for many years.<PAGE>
Securities and Exchange Commission
February 3, 1995
Page 2
In connection with the delivery of this opinion, we
have examined copies, signed, certified or otherwise proven to
our satisfaction of the charter documents and by-laws of GPU and
such other documents, instruments and agreements as we deemed
necessary as a basis for this opinion.
Based upon and subject to the foregoing, and assuming
that the transactions therein proposed are carried out in
accordance with the Application, we are of the opinion that, when
GPU has taken all necessary corporate action, the EnviroTech
Partnership has complied with all laws applicable to the offering
of the EnviroTech Interests to EI and the Commission shall have
entered an order forthwith granting the Application, all State
laws applicable to the proposed transaction by GPU will have been
complied with.
We hereby consent to the filing of this opinion as an
exhibit to the Application and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
Ballard Spahr Andrews &
Ingersoll<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<NUMBER> 2
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<CAPITAL-SURPLUS-PAID-IN> 112,634 298,634
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<TOTAL-COMMON-STOCKHOLDERS-EQ> 106,005 290,006
0 0
0 0
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<TOTAL-INTEREST-EXPENSE> 50 3,125
<NET-INCOME> (3,832) (5,831)
0 0
<EARNINGS-AVAILABLE-FOR-COMM> (3,832) (5,831)
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
<FN>
</FN>
<PAGE>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-START> OCT-01-1993 OCT-01-1993
<PERIOD-END> SEP-30-1994 SEP-30-1994
<EXCHANGE-RATE> 1 1
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 2,726,618 2,902,915
<TOTAL-CURRENT-ASSETS> 22,365 (33,060)
<TOTAL-DEFERRED-CHARGES> 38 38
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 2,749,021 2,869,893
<COMMON> 314,458 326,958
<CAPITAL-SURPLUS-PAID-IN> 670,329 788,454
<RETAINED-EARNINGS> 1,819,959 1,815,458
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,622,678 <F1> 2,748,802 <F1>
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 120,900 120,900
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 4,457 (795)
<TOT-CAPITALIZATION-AND-LIAB> 2,749,021 2,869,893
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 (5,252)
<OTHER-OPERATING-EXPENSES> 3,670 3,670
<TOTAL-OPERATING-EXPENSES> 3,670 (1,582)
<OPERATING-INCOME-LOSS> (3,670) 1,582
<OTHER-INCOME-NET> 147,366 137,613
<INCOME-BEFORE-INTEREST-EXPEN> 143,696 139,195
<TOTAL-INTEREST-EXPENSE> 3,543 3,543
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0 0
<EARNINGS-AVAILABLE-FOR-COMM> 140,153 135,652
<COMMON-STOCK-DIVIDENDS> 201,256 201,256
<TOTAL-INTEREST-ON-BONDS> 0 0
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<EPS-PRIMARY> 1.22 1.22
<EPS-DILUTED> 1.22 1.22
<FN>
<F1> INCLUDES REACQUIRED COMMON STOCK OF $182,068.
</FN>
<PAGE>
</TABLE>
