SEC FILE NO. 70-8395
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF COMPLETION OF
TRANSACTIONS
GENERAL PUBLIC UTILITIES CORPORATION
GENERAL PORTFOLIOS CORPORATION
ENERGY INITIATIVES, INC.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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In the Matter of :
:
General Public Utilities Corporation :
General Portfolios Corporation : Certificate
Energy Initiatives, Inc. : Pursuant to
: Rule 24 of
File No. 70-8395 : Completion of
: 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 General Rules and Regulations under
the Public Utility Holding Company Act of 1935 that the
transactions proposed in the Application, as amended, filed in
SEC File No. 70-8395 have been carried out in accordance with the
terms and conditions of, and for the purposes represented by,
said Application, as amended, and the Commission's Order, dated
April 29, 1993, with respect thereto, as follows:
1. On April 29, 1994, pursuant to the "short form"
merger provisions of Section 253 of the Delaware General
Corporation Law, GPC merged into EI, with EI becoming the
surviving entity. As a result of such merger, all of the
outstanding 100 shares, without par value, of GPC common stock
owned by GPU were canceled and EI succeeded to all of the assets
(including shares of common stock of ACE Limited, Excel Limited
and EI Fuels Corp.) and liabilities of GPC. Accordingly, all of
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the 100 shares of EI's outstanding common stock previously owned
by GPC are now directly owned by GPU.
2. The following exhibits are filed herewith in
Item 6:
B-1 - Certificate of Merger
F-1 - "Past-tense" opinion of Berlack,
Israels & Liberman
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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 STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES CORPORATION
By:_________________________________
Don W. Myers,
Vice President and Treasurer
ENERGY INITIATIVES, INC.
By:_________________________________
B. L. Levy, President
Date: May 23, 1994
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EXHIBITS TO BE FILED BY EDGAR
Exhibits:
B-1 - Certificate of Merger
F-1 - "Past-tense" opinion of Berlack,
Israels & Liberman
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Exhibit B-1
CERTIFICATE OF OWNERSHIP AND MERGER
OF
GENERAL PORTFOLIOS CORPORATION
(a Delaware corporation)
INTO
ENERGY INITIATIVES, INC.
(a Delaware corporation)
(Pursuant to Section 253
of the General Corporation Law
of the State of Delaware)
It is hereby certified that:
3. General Portfolios Corporation (hereinafter
sometimes referred to as "GPC") is a business corporation of the
State of Delaware.
4. GPC is the owner of all of the outstanding shares
of each class of the stock of Energy Initiatives, Inc. ("EI" or
the "Corporation") which is also a business corporation of the
State of Delaware.
5. On April 29, 1994, the Board of Directors of EI
adopted the following resolutions to merge GPC and EI:
RESOLVED, that General Portfolios Corporation
be merged into this Corporation, and that all
of the estate, property, rights, privileges,
powers and franchises of General Portfolios
Corporation be vested in and held and enjoyed
by this Corporation as fully and entirely and
without change or diminution as the same were
before held and enjoyed by General Portfolios
Corporation in its name.
RESOLVED, that this Corporation shall assume
all of the obligations of General Portfolios
Corporation.
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RESOLVED, that upon receipt by this Corpora-
tion of certificates representing the out-
standing shares of common stock of General
Portfolios Corporation, this Corporation
shall issue to General Public Utilities
Corporation, the sole owner thereof, one
share of this Corporation's common stock for
each share so received.
RESOLVED, that the proper officers of this
Corporation be, and they hereby are, autho-
rized and directed, in the name and on behalf
of this Corporation, to execute and file
and/or record the documents prescribed by the
laws of the State of Delaware, execute and
deliver such other instruments, certificates,
agreements and other documents and take any
and all such other action as may be
necessary, appropriate or advisable to carry
out the foregoing.
6. On April 29, 1994, General Public Utilities
Corporation, the sole stockholder of GPC, approved the proposed
merger by written consent in lieu of a meeting pursuant to
Section 228 of the Delaware Business Corporation Law.
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Executed on April 29, 1994
ENERGY INITIATIVES, INC.
By: /s/ Bruce Levy
Its President
Attest:
/s/ Kelly Tomblin
Its Secretary
GENERAL PORTFOLIOS CORPORATION
By: /s/ John G. Graham
Its President
Attest:
/s/ Mary A. Nalewako
Its Secretary
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(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN)
Exhibit F-1
May 23, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Portfolios Corporation
Energy Initiatives, Inc. -
Application on Form U-1
(SEC File No. 70-8395)
Dear Sirs:
We refer to our opinion, dated April 14, 1994, which
was filed as Exhibit F to the Application on Form U-1, dated
March 18, 1994, as amended, under the Public Utility Holding
Company Act of 1935 (the "Act"), filed with the Securities and
Exchange Commission (the "Commission") by General Portfolios
Corporation ("GPC") and Energy Initiatives, Inc. ("EI") and
docketed in SEC File No. 70-8395. (The Application as so amended
is hereinafter referred to as the "Application").
The Application contemplated the merger of GPC into its
wholly owned subsidiary, EI, with EI being the surviving entity
and succeeding to all the assets (including shares of common
stock of ACE Limited, Excel Limited and EI Fuels Corp.) and
liabilities of GPC, pursuant to Section 253 of the Delaware
General Corporation Law.
In addition to the matters referred to in our opinion
filed as Exhibit F to the Application, we have examined a copy of
the Certificate of Merger of GPC and EI filed with the Secretary
of State of Delaware and a copy of your Commission's order, dated
April 29, 1994, permitting the Application to become effective
forthwith. We have also examined a copy of the Certificate
Pursuant to Rule 24, dated this date, of which this opinion is to
be a part and such other instruments, agreements, certificates
and documents and made such further investigation as we have
deemed reasonable as a basis for this opinion.
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Securities and Exchange Commission
May 23, 1994
Page 2
We are members of the Bar of the State of New York and
are not expert in the laws of any jurisdiction other than New
York and Federal laws of the United States. We have, however,
reviewed the Delaware General Corporation law ("DGCL") to the
extent we believed necessary or appropriate in order to express
the opinions set forth herein. This opinion is limited to
matters governed by the Federal laws of the United States, the
laws of the State of New York and the DGCL.
We have been counsel to General Public Utilities
Corporation ("GPU") and to its subsidiaries, including GPC and
EI, for many years. In that connection, we have participated in
various proceedings relating to the issuance of securities by GPU
and its subsidiaries, and we are familiar with the terms of the
outstanding securities of the corporations comprising the GPU
holding company system.
Based upon and subject to the foregoing, we are of the
opinion that:
a. all State laws applicable to the proposed
transactions have been complied with,
b. EI has legally acquired the shares of common
stock of ACE Limited, Excel Limited and EI Fuels Corp.
owned by GPC, and
c. the consummation of the transactions proposed
in the Application did not violate the legal rights of
the holders of any securities issued by 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 aforesaid Rule 24 Certificate and in any
proceedings before the Commission that may be held in connection
therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN
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