SEC File No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
ENERGY INITIATIVES, INC. ("EI")
One Upper Pond Road
Parsippany, New Jersey 07054
NCP ENERGY, INC. ("NCP")
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 declarants)
B.L. Levy, President Douglas E. Davidson, Esq.
K.A. Tomblin, Secretary Berlack, Israels & Liberman
Energy Initiatives, Inc. 120 West 45th Street
NCP Energy, Inc. New York, New York 10036
One Upper Pond Road
Parsippany, New Jersey 07054
_________________________________________________________________
(Names and addresses of agents for service)<PAGE>
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS.
A. By Order dated May 17, 1994 (HCAR No. 35-26053),
the Commission, among other things, authorized EI to acquire from
North Canadian Resources, Inc. ("NCRI") all of the common stock
("Stock") of North Canadian Power Incorporated (now known as NCP
Energy, Inc.) ("NCP"), a California corporation, and, on June 13,
1994, EI acquired the NCP Stock from NCRI pursuant to that order.
B. EI and NCP are both engaged in the business of
developing, owning and operating power generation projects.
However, following the June 13, 1994 acquisition, all remaining
NCP employees have become employees of EI and, as contemplated by
the Application on Form U-1 in SEC File No. 70-8369, essentially
all project development activities for NCP's subsidiary operating
projects and development stage projects have been conducted by EI
since that time. Thus, NCP now merely serves as an intermediate
holding company for the stock of the various project
subsidiaries, and certain other project related assets acquired
on June 13, 1994. Under these circumstances, EI believes that
there is no longer a sufficient business need to maintain a
separate NCP corporate entity, except to the extent it is
required to hold certain assets related to the Syracuse
Cogeneration Project ("Syracuse Assets") which EI may acquire in
the future as described in paragraph E below.
C. NCP therefore proposes to distribute to EI, by way
of a dividend, all of NCP's assets other than any Syracuse
Assets, and accordingly seeks authorization to declare and pay
that dividend insofar as it is payable out of capital or unearned
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surplus. The NCP assets to be distributed to EI consist of all
of the outstanding common stock of each current subsidiary of
NCP, including those subsidiaries through which NCP has indirect
ownership interests in the Lake, Ada, Federal Paperboard and
Pasco Projects,* as well as those subsidiaries for development
stage projects.**
D. At September 30, 1994, the consolidated assets,
liabilities and stockholders equity of NCP were as follows:
Assets: $38,388,822
Liabilities: $ 1,086,997
Stockholders Equity
Common Stock: $ -
Additional Paid-In Capital: 37,911,994
Retained Earnings -
(Deficit): (610,169) $37,301,825
E. (1) At the time of the June 13, 1994 closing of
the NCP acquisition, EI did not acquire any Syracuse Assets,
which consist of NCP's interest in the Syracuse Cogeneration
Project (held by NCP indirectly through two wholly owned
subsidiaries of NCP, Syracuse Investment, Inc. and NCP Syracuse,
Inc. (collectively, the "Syracuse Subs")), because certain third
party consents had not been obtained. Accordingly, immediately
prior to that closing, NCP transferred the stock of the Syracuse
Subs to NCRI pending receipt of these consents.
_______________________________
* NCP Commerce Power Incorporated, NCP Ada Power Incorporated,
NCP Dade Power Incorporated, NCP Pasco Incorporated, NCP
Lake Power Incorporated, NCP Gem Incorporated and Umatilla
Groves Incorporated.
** NCP Brooklyn Power Incorporated, NCP New York Incorporated,
NCP Houston Power Incorporated and NCP Perry Incorporated.
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(2) EI now anticipates that in the absence of such
consents, EI will instead acquire through NCP certain limited
partner interests in the Syracuse Cogeneration Project and
related rights from the Syracuse Subs. As a result of existing
requirements in the financing and partnership agreements relating
to the Syracuse Cogeneration Project, these Syracuse Assets must
be owned by NCP. Accordingly, NCP will not be liquidated but
will remain in existence solely for purposes of holding the
Syracuse Assets.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The estimated fees, commissions and expenses to be
incurred by the declarants in connection with the proposed
transactions will be supplied by amendment.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
It is believed that Section 12 of the Act and Rule 46
thereunder are applicable to the transactions proposed herein.
ITEM 4. REGULATORY APPROVALS.
No state commission has jurisdiction with respect to
any aspect of the proposed transactions and, assuming your
Commission authorizes and approves all aspects of the
transactions (including the accounting therefor), no Federal
commission other than your Commission has jurisdiction with
respect to any aspect thereof.
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ITEM 5. PROCEDURE.
It is requested that the Commission issue an order with
respect to the transactions proposed herein at the earliest
practicable date, but in any event not later than January 31,
1995. It is further requested that (i) there not be a
recommended decision by an Administrative Law Judge or other
responsible officer of the Commission, (ii) the Office of Public
Utility Regulation be permitted to assist in the preparation of
the Commission's decision, and (iii) there be no waiting period
between the issuance of the Commission's order and the date on
which it is to become effective.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
(a) Exhibits:
A - None.
B - None.
C - None.
D - None.
E - None.
F - Opinion of Berlack, Israels & Liberman--to be
filed by amendment.
G - Financial Data Schedule -- to be filed by
amendment.
H - Proposed form of public notice.
(b) Financial Statements:
1-A EI Consolidated Balance Sheets, actual and
pro forma, as at September 30, 1994, and
Consolidated Statements of Income, actual and
pro forma, and Statement of Retained
Earnings, for the twelve months ended
September 30, 1994; pro forma journal entries
-- to be filed by amendment.
5<PAGE>
1-B NCP Consolidated Balance Sheets, actual and
pro forma, as at September 30, 1994 and
Consolidated Statements of Income, actual and
pro forma, and Statement of Retained
Earnings, for the twelve months ended
September 30, 1994; pro forma journal entries
-- to be filed by amendment.
2. GPU Consolidated Financial Statements have
been omitted because the proposed
transactions would not have a material effect
thereon.
3. None.
4. None.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
(a) The proposed transactions are for the purpose of
carrying out EI's business activities. As such, the issuance of
an order by your Commission with respect to the proposed
transactions which are the subject hereof is not a major Federal
action significantly affecting the quality of the human
environment.
(b) No Federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed
transactions which are the subject hereof. Reference is made to
Item 4 hereof regarding regulatory approvals with respect to the
proposed transactions.
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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.
ENERGY INITIATIVES, INC.
NCP ENERGY, INC.
By:______________________________
Bruce L. Levy
President
Date: December 16, 1994<PAGE>
EXHIBIT TO BE FILED BY EDGAR
Exhibit:
H - Proposed form of public notice.<PAGE>
EXHIBIT H
Energy Initiatives, Inc., et. al. (70-_______)
Energy Initiatives, Inc. ("EI"), One Upper Pond Road,
Parsippany, New Jersey 07054, a non-utility subsidiary of General
Public Utilities Corporation, a registered holding company, and
NCP Energy, Inc. (formerly North Canadian Power Incorporated)
("NCP"), One Upper Pond Road, Parsippany, New Jersey 07054, a
wholly owned subsidiary of EI, have filed a Declaration on Form
U-1 under Section 12 of the Act and Rule 46 thereunder.
By Order dated May 17, 1994 (HCAR No. 35-26053), the
Commission, among other things, authorized EI to acquire from
North Canadian Resources, Inc. ("NCRI") all of the common stock
("Stock") of NCP, and, on June 13, 1994, EI acquired the NCP
Stock from NCRI pursuant to that order.
EI and NCP are both engaged in the business of develop-
ing, owning and operating power generation projects. However,
following the June 13, 1994 acquisition, all remaining NCP
employees have become employees of EI and, as contemplated by the
Application on Form U-1 in SEC File No. 70-8369, essentially all
project development activities for NCP's subsidiary operating
projects and development stage projects have been conducted by EI
since that time. Thus, NCP now merely serves as an intermediate
holding company for the stock of the various project
subsidiaries, and certain other project related assets acquired
1<PAGE>
on June 13, 1994. Under these circumstances, EI believes that
there is no longer a sufficient business need to maintain a
separate NCP corporate entity, except to the extent it is
required to hold certain assets related to the Syracuse
Cogeneration Project ("Syracuse Assets") which EI may acquire in
the future as described below.
NCP therefore proposes to distribute to EI, by way of a
dividend, all of NCP's assets other than any Syracuse Assets, and
accordingly seeks authorization to declare and pay that dividend
insofar as it is payable out of capital or unearned surplus. The
NCP assets to be distributed to EI consist of all of the
outstanding common stock of each current subsidiary of NCP,
including those subsidiaries through which NCP has indirect
ownership interests in the Lake, Ada, Federal Paperboard and
Pasco Projects, as well as those subsidiaries for development
stage projects.
At the time of the June 13, 1994 closing of the NCP
acquisition, EI did not acquire any Syracuse Assets, which
consist of NCP's interest in the Syracuse Cogeneration Project
(held by NCP indirectly through two wholly owned subsidiaries of
NCP, Syracuse Investment, Inc. and NCP Syracuse, Inc.
(collectively, the "Syracuse Subs")), because certain third party
consents had not been obtained. Accordingly, immediately prior
to that closing, NCP transferred the stock of the Syracuse Subs
to NCRI pending receipt of these consents.
2<PAGE>
EI now anticipates that in the absence of such
consents, EI will instead acquire through NCP certain limited
partner interests in the Syracuse Cogeneration Project and
related rights from the Syracuse Subs. As a result of existing
requirements in the financing and partnership agreements relating
to the Syracuse Cogeneration Project, these Syracuse Assets must
be owned by NCP. Accordingly, NCP will not be liquidated but
will remain in existence solely for purposes of holding the
Syracuse Assets.
Interested persons wishing to comment or request a
hearing on the Declaration should submit their views in writing
by ___________, 1995 to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, and serve a copy on the
declarants at the addresses specified above. Proof of service
(by affidavit or, in case of an attorney at law, by certificate)
should be filed with the request. Any request for hearing shall
identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any
hearing, if ordered, and will receive a copy of any notice or
order issued in the matter. After said date, the Declaration, as
filed or as amended, may be permitted to become effective.
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