Post-Effective Amendment No. 4
to SEC File No. 70-8179
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
ENERGY INITIATIVES, INC. ("EI")
One Upper Pond Road
Parsippany, New Jersey 07054
(Name of company filing this statement and address
of principal executive office)
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
(Name of top registered holding company parent of applicant)
Don W. Myers, Vice President Douglas E. Davidson, Esq.
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, Secretary
Energy Initiatives, Inc.
One Upper Pond Road
Parsippany, New Jersey 07054
(Names and addresses of agents for service)
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EI hereby post-effectively amends its Application on
Form U-1, docketed in SEC File No. 70-8179 (the "Application"),
as follows:
A. By amending paragraph C of Post-Effective
Amendment No. 2 thereof to read in its entirety as follows:
C. (1) The Stock Purchase Agreement contemplated,
however, that, subject to receipt of further Commission
authorization, EI would purchase up to an additional 400 shares
of Cogen Corp. Class C Non-Voting Common Stock in order to
provide Cogen Corp. with additional equity capital. Accordingly,
EI now proposes to acquire from time to time through July 1, 1996
up to an additional 400 shares of Class C Non-Voting Common Stock
of Cogen Corp. ("Additional Shares"), for a purchase price of
$2,500 per share. All of the Additional Shares would be non-
voting.
(2) Pursuant to the authorization granted by the
September Order and herein sought, EI will acquire not more than
29.5% of the maximum number of shares of Cogen Corp. stock to be
outstanding.
(3) The Application stated that EI's ownership of
Class D Voting Common Stock would not exceed 9.9% of the total
outstanding voting power of Cogen Corp.'s capital stock, and
accordingly, that it was believed that Cogen Corp. was not a
"subsidiary company" of GPU within the meaning of Section 2(a)(8)
of the Act.
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(4) In addition, an amendment to Cogen Corp.'s
Restated Certificate of Incorporated adopted in May 1994 limits
the aggregate voting power of the Class D Voting Common Stock to
not more than 4.9% of the total outstanding voting power of Cogen
Corp.'s capital stock. Thus, it is also believed that Cogen
Corp. is not an "affiliate" of GPU or EI as defined in Section
2(a)(11) of the Act.
B. By filing the following exhibits in Item 6
thereof:
(a) Exhibits:
A-8 - Form of Amendment to Cogen
Corp. Restated Certificate of
Incorporation.
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY
CAUSED THIS STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
ENERGY INITIATIVES, INC.
By:______________________________
B. L. Levy, President
Date: May 16, 1994
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EXHIBIT TO BE FILED BY EDGAR
Exhibit:
A-8 - Form of Amendment to Cogen
Corp. Restated Certificate of
Incorporation.
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Exhibit A-8
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
POLSKY ENERGY CORPORATION
POLSKY ENERGY CORPORATION, a Delaware corporation,
hereby certifies as follows:
FIRST. The Board of Directors of said corporation
duly adopted a resolution setting forth and declaring advisable
the amendment of Article Fourth of the restated certificate of
incorporation of said corporation to adjust the voting power of
the Class D Voting Common, by adding to Article Fourth a new
paragraph (G) as follows:
(G) Further Adjustment of Class D Voting Rights.
Notwithstanding anything in this Article FOURTH to the
contrary, the aggregate voting power of all out-
standing shares of Class D Voting Common shall not
exceed 4.9% of the aggregate voting power of all
classes and series of Stock, which aggregate voting
power shall be allocated ratably among the outstanding
shares of Class D Voting Common, provided, however,
that the limitation imposed by this paragraph (G) shall
cease to apply if and to the extent that, without such
limitation, the Corporation would not be an "affili-
ate" of a registered holding company under the Public
Utility Holding Company Act of 1935.
SECOND. In lieu of a vote of stockholders, written
consent to the foregoing amendment has been given by the holders
of all of the outstanding stock entitled to vote thereon and all
of the outstanding stock of each class entitled to vote thereon
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as a class in accordance with the provisions of Section 228 of
the General Corporation Law of the State of Delaware; and such
amendment has been duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, POLSKY ENERGY CORPORATION has
caused this certificate to be signed by Michael Polsky, its
President, and attested by Bianca Virgili, its Secretary, on the
__ day of May, 1994.
POLSKY ENERGY CORPORATION
_________________________
Michael Polsky
Attest:
By:______________________________
Bianca Virgili
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