Amendment No. 1 to
SEC File No. 70-8395
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
GENERAL PORTFOLIOS CORPORATION ("GPC")
Mellon Bank Center
Tenth and Market Streets
Wilmington, Delaware 19801
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)
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, NJ 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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GPU, GPC and EI hereby amend their Application on Form
U-1, docketed in SEC File No. 70-8395, as follows:
1. By adding the following at the end of Paragraph C
of Item 1 thereof.
"EI has issued and outstanding 10,000 shares
of common stock, $10 par value, all of which
are owned by GPC. Upon consummation of the
merger, EI would also become the owner of the
100 issued and outstanding shares of common
stock of EI Fuels Corp. (currently inactive)
all of which are currently owned by GPC."
2. By amending Item 3 thereof to read in its entirety
as follows:
"It is believed that Sections 9(a) and 10 of
the Act are applicable to the transactions
proposed herein inasmuch as EI will be
acquiring by operation of law pursuant to the
merger, the ACE and Excel shares and the
common stock of EI Fuels Corp. now owned by
GPC. In addition, Section 6(a), 7 and 12(c)
of the Act may also be applicable to the
proposed transactions."
3. By completing Item 2 thereof to read in its
entirety as follows:
"ITEM 2. FEES, COMMISSION AND EXPENSES.
The fees, commissions and expenses
expected to be incurred in connection with
the proposed transactions are estimated as
follows:
SEC Filing Fee $ 2,000
Delaware Filing Fees 500
Legal Fees
Berlack, Israels & Liberman 7,500
Miscellaneous 2,000
TOTAL $12,000
4. By filing the following exhibits in Item G thereof:
B. - Form of Certificate of Merger
F. - 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
GENERAL PORTFOLIOS CORPORATION
By:
Don W. Myers, Vice President and
Treasurer
ENERGY INITIATIVES, INC.
By:
B. L. Levy, President
Date: April 14, 1994
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EXHIBITS TO BE FILED BY EDGAR
Exhibits:
B. - Form of Certificate of Merger
F. - Opinion of Berlack, Israels & Liberman
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Exhibit B
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:
A. General Portfolios Corporation (hereinafter
sometimes referred to as "GPC") is a business corporation of the
State of Delaware.
B. 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.
C. On ________________, 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.
D. On _______________, 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.
Executed on ______________, 1994
ENERGY INITIATIVES, INC.
By:____________________________
Its President
Attest:
______________________________
Its Secretary
GENERAL PORTFOLIOS CORPORATION
By:____________________________
Its President
Attest:
______________________________
Its Secretary
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(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN)
Exhibit F
April 14, 1994
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: General Portfolios Corporation
Energy Initiatives, Inc.
Application on Form U-1
SEC File No. 70-8395
Dear Sirs:
We have examined the Application on Form U-1, dated
March 18, 1994, under the Public Utility Holding Company Act of
1935 (the "Act"), filed by General Portfolios Corporation ("GPC")
and Energy Initiatives, Inc. ("EI") with the Securities and
Exchange Commission (the "Commission"), and docketed by the
Commission in SEC File No. 70-8395, as to be amended by Amendment
No. 1 thereto, dated this date, of which this opinion is to be a
part. (The Application, as thus to be amended, is hereinafter
referred to as the "Application").
The Application contemplates 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.
We have examined copies, signed, certified or otherwise
proven to our satisfaction, of the certificates of incorporation
and by-laws of GPC and EI. We have also examined such other
documents, including the form of Certificate of Merger filed as
an exhibit to the Application, and other relevant corporate and
other instruments and made such further investigation as we have
deemed necessary as a basis for this opinion.
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Securities and Exchange Commission
April 14, 1994
Page 2
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, and assuming
that the transactions therein proposed are carried out in accor-
dance with the Application, we are of the opinion that when the
Commission shall have entered an order forthwith granting the
Application, and GPC and EI shall have taken all necessary
corporate action and made such required filings with the Delaware
Secretary of State as are required to consummate the proposed
transactions,
(a) all State laws applicable to the
proposed transactions will have been complied
with,
(b) EI will legally acquire 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 will
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 Application and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN
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