ENERGY INITIATIVES INC
35-CERT, 1994-11-15
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                                                       SEC File No. 70-7727








                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D. C.  20549








                               CERTIFICATE PURSUANT TO

                                       RULE 24

                               OF PARTIAL COMPLETION OF

                                     TRANSACTIONS




                      PUBLIC UTILITY HOLDING COMPANY ACT OF 1935



                           ENERGY INITIATIVES, INC. ("EI")<PAGE>







                          SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549

          ________________________________________
                                                  :
                    In the Matter of              :
                                                  :
          GENERAL PUBLIC UTILITIES CORPORATION    :   Certificate Pursuant to
          and                                     :  to Rule 24 of Partial
          ENERGY INITIATIVES, INC.                :  Completion of
                                                  :  Transactions
                    SEC File No. 70-7727          :
          (Public Utility Holding Company Act     :
               of 1935)                           :
          ________________________________________:


          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, in  accordance

          with  the Commission's Order dated June 26, 1990 and December 18,

          1992   with  respect   to  the   transactions  proposed   in  the

          Declaration, as  amended, filed  in SEC  File  No. 70-7727  (such

          Declaration,  as  amended,  being   herein  referred  to  as  the

          "Declaration"), as follows:



               1.   Accounting, Financial and Other Matters.

               Consolidated  Statements  of   Operations  and   Accumulated

          Deficit for  the  twelve  months  ended September  30,  1994  and

          Consolidated Balance Sheets as  of September 30, 1994 for  EI and

          its subsidiaries are filed herewith as Exhibit 1.


                                          1<PAGE>









               2.   Investments in,  and Guarantees  on Behalf of,  GPC and

          EI.

                    During the  period July  1, 1994 through  September 30,

          1994 GPU made cash  capital contributions to EI in  the aggregate

          amount of $7,600,000.   During  such period, GPU  entered into  a

          repayment agreement for a standby letter of credit issued for the

          benefit of EI in the amount of $2,000,000 issued on June 28, 1994

          by  United Jersey bank in  favor of Polsky  Energy Corporation in

          connection with  a subscription  purchase of stock  in accordance

          with the  Stock Purchase Agreement  between EI and  Polsky Energy

          Corp., dated as of  September 7, 1993, pursuant  to SEC file  No.

          70-8179.

                    Through September 30, 1994 and as of such date, GPU has

          made  cash  capital contributions  to  EI, and  GPU  entered into

          repayment agreements for standby letters of credit issued for the

          benefit of EI, in the aggregate amount of $24,145,000 pursuant to

          the Commission's orders in File No. 70-7727.



               3.   Sales of Fuel and Fuel Transportation Capacity.

                    EI  Fuels  Corp.  has  sold  no  excess  fuel  or  fuel

          transportation capacity through September 30, 1994.



               4.   By   filing   the  following   exhibit   and  financial

          statements in Item 6 thereof:

                    (a)  Exhibit:

                         I    -    Financial Data Schedule.

                                          2<PAGE>





                    (b)  Financial Statements:

                         1-A  -    EI  Consolidated  Balance  Sheet  as  of
                                   September  30,   1994  and  Consolidated
                                   Statement of  Operations and Accumulated
                                   Deficit  for  the  twelve  months  ended
                                   September 30, 1994.
                                      SIGNATURE

               PURSUANT TO  THE REQUIREMENTS OF THE  PUBLIC UTILITY HOLDING

          COMPANY  ACT OF  1935, THE  UNDERSIGNED COMPANY  HAS CAUSED  THIS

          STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO

          DULY AUTHORIZED.


                                        ENERGY INITIATIVES, INC.


                                        By:_________________________
                                           B. L. Levy, President


          Dated: November 15, 1994






























                                          3<PAGE>








                EXHIBIT AND FINANCIAL STATEMENTS TO BE FILED BY EDGAR


          Exhibit:

                         I    -    Financial Data Schedule.

          Financial Statements:

                         1-A  -    EI  Consolidated  Balance  Sheet  as  of
                                   September  30,   1994  and  Consolidated
                                   Statement of  Operations and Accumulated
                                   Deficit  for  the  twelve  months  ended
                                   September 30, 1994.<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>







                                                                  Exhibit I


          <ARTICLE> OPUR1
          <MULTIPLIER>   1
          <CURRENCY> US DOLLARS
                 
          <S>                                      <C>               <C>
          <PERIOD-TYPE>                         12-MOS
          <FISCAL-YEAR-END>                DEC-31-1994
          <PERIOD-START>                   OCT-01-1993
          <PERIOD-END>                     SEP-30-1994
          <EXCHANGE-RATE>                            1
          <BOOK-VALUE>                        PER-BOOK
          <TOTAL-NET-UTILITY-PLANT>                  0                 0
          <OTHER-PROPERTY-AND-INVEST>      106,586,524                 0
          <TOTAL-CURRENT-ASSETS>             7,696,004                 0
          <TOTAL-DEFERRED-CHARGES>           1,113,425                 0
          <OTHER-ASSETS>                             0                 0
          <TOTAL-ASSETS>                   115,395,953                 0
          <COMMON>                             100,000                 0
          <CAPITAL-SURPLUS-PAID-IN>        112,633,997                 0
          <RETAINED-EARNINGS>              (6,728,845)                 0
          <TOTAL-COMMON-STOCKHOLDERS-EQ>   106,005,152                 0
                                0                 0
                                          0                 0
          <LONG-TERM-DEBT-NET>                       0                 0
          <SHORT-TERM-NOTES>                         0                 0
          <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>             0                 0
          <TOT-CAPITALIZATION-AND-LIAB>    115,395,953                 0
          <GROSS-OPERATING-REVENUE>          4,016,073                 0
          <INCOME-TAX-EXPENSE>               (788,633)                 0
          <OTHER-OPERATING-EXPENSES>         6,884,384                 0
          <TOTAL-OPERATING-EXPENSES>         6,095,751                 0
          <OPERATING-INCOME-LOSS>          (2,079,678)                 0
          <OTHER-INCOME-NET>               (1,752,147)                 0
          <INCOME-BEFORE-INTEREST-EXPEN>             0                 0
          <TOTAL-INTEREST-EXPENSE>                   0                 0
          <NET-INCOME>                     (3,831,825)                 0
                          0                 0
          <EARNINGS-AVAILABLE-FOR-COMM>    (3,831,825)                 0
          <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>







                                                                Exhibit 1-A
                                                                Page 1 of 3

                  ENERGY INITIATIVES, INCORPORATED AND SUBSIDIARIES
             Consolidated Statement of Operations and Accumulated Deficit
                    For the Twelve Months Ended September 30, 1994
                                      Unaudited


          Operating revenues                                $  4,016,073 

          Operating expenses                                   6,612,316 
          Depreciation                                           272,068 

                      Total                                    6,884,384 

          Net operating loss                                  (2,868,311) 

          Other income and expenses:
            Equity in partnership income                      (2,317,419)
            Interest and dividend income, net                    529,660 
            Gain on sale of assets                                35,612 

          Total other income and expenses                     (1,752,147)

          Loss before income taxes                            (4,620,458) 

          Income tax benefit                                    (788,633) 

          Net loss                                            (3,831,825) 

          Accumulated deficit,
          balance at beginning of period                     (10,389,154) 
          Net income (loss)                                   (3,831,825) 

          Accumulated deficit, end of period               $ (14,220,979) <PAGE>





                                                                Exhibit 1-A
                                                                Page 2 of 3


                  ENERGY INITIATIVES, INCORPORATED AND SUBSIDIARIES
                              Consolidated Balance Sheet
                               As of September 30, 1994
                                      Unaudited

                                        ASSETS

          Current assets:

            Cash and temporary investments                     $1,911,711
            Accounts receivable                                 1,697,201
            Interest receivable                                     2,324
            Income taxes receivable                               888,249
            Deposits                                               50,150
            Deferred income taxes                                  34,723
            Other current assets                                3,111,646

          Total current assets                                 $7,696,004

          Other assets:

            Investments other                                  18,225,154
            Investments in securities                          15,305,059
            Investments in partnership                         56,499,466
            Long term receivables                               2,127,632
            Notes receivable from partnerships                    300,000
            Fixed assets, net                                     383,823
            Intangible assets, net                             13,733,190
            Deferred Federal Income taxes                       1,113,425
            Other noncurrent assets                                12,200

          Total Assets                                       $115,395,953<PAGE>





                                                                Exhibit 1-A
                                                                Page 3 of 3


                  ENERGY INITIATIVES, INCORPORATED AND SUBSIDIARIES
                              Consolidated Balance Sheet
                               As of September 30, 1994
                                      Unaudited

                                     LIABILITIES

          Current liabilities:

            Accounts payable and accrued expenses              $1,523,991
            Deferred revenues                                     111,528
            Payroll taxes and deductions payable                    3,425
            Accounts payable   vacation                           232,565

          Total current liabilities                           $ 1,871,509

          Long term liabilities:

            Deferred credits                                    5,008,890
            Deferred revenues                                   2,264,402
            Reserve for equipment disposal                        246,000

          Stockholders equity                                 106,005,152

          Total liabilities and stockholders equity          $115,395,953<PAGE>


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