Amendment No. 2 to
SEC File No. 70-8533
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 company filing this statement and address
of principal executive office)
GENERAL PUBLIC UTILITIES CORPORATION
(Name of top registered holding company parent of applicant)
B.L. Levy, President Douglas E. Davidson, Esq.
K.A. Tomblin, Secretary Berlack, Israels & Liberman
NCP Energy, Inc. 120 West 45th Street
One Upper Pond Road New York, New York 10036
Parsippany, New Jersey 07054
_________________________________________________________________
(Names and addresses of agents for service)<PAGE>
EI and NCP hereby amend their Declaration Form U-1, docketed
in SEC File No. 70-8533, as heretofore amended, as follows:
1. By completing Item 2 thereof to read in its entirety as
follows:
ITEM 2. FEES, COMMISSIONS AND EXPENSES
The estimated fees, commissions and expenses expected
to be incurred in connection with the proposed transactions
are as follows:
Filing Fees:
Securities and Exchange Commission $ 2,000
Legal Fees:
Berlack, Israels & Liberman 5,000
Morrison & Foerster 5,000
Miscellaneous 5,000
Total $17,000
2. By filing the following exhibits in Item 6 thereof:
(a) Exhibits:
F-1 - Opinion of Berlack, Israels & Liberman
F-2 - Opinion of Morrison & Foerster
G - Financial Data Schedule
1<PAGE>
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: February 8, 1995<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1 - Opinion of Berlack, Israels & Liberman
F-2 - Opinion of Morrison & Foerster
G - Financial Data Schedule <PAGE>
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN)
Exhibit F-1
February 8, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Energy Initiatives, Inc.
NCP Energy, Inc.
Declaration on Form U-1
SEC File No. 70-8533
Dear Sirs:
We have examined the Declaration on Form U-1, dated December
16, 1994, under the Public Utility Holding Company Act of 1935
("Act"), filed by Energy Initiatives, Inc., a Delaware
corporation ("EI"), and NCP Energy, Inc., a California
corporation and wholly owned subsidiary of EI ("NCP"), with the
Securities and Exchange Commission ("Commission"), and docketed
by the Commission in SEC File No. 70-8533, as amended by
Amendment No. 1 thereto, dated January 5, 1995, and as to amended
by Amendment No. 2 thereto, dated this date, of which this
opinion is to be a part. (The Declaration, as amended and as
thus to be amended, is hereinafter referred to as the
"Declaration").
The Declaration contemplates, among other things, the
distribution by NCP to EI by way of a dividend all of NCP's
assets other than assets relating to the Syracuse Cogeneration
Project. The NCP assets to be distributed to EI consist
primarily of the outstanding common stock of each subsidiary of
NCP through which NCP has indirect ownership interests in the
Lake, Ada, Federal Paperboard and Pasco Projects, and those
subsidiaries for development stage projects.
We have examined copies, signed, certified or otherwise
proven to our satisfaction, of the charter documents and by-laws
of EI and NCP. We have also examined such other instruments and
agreements and have made such further investigation as we have
deemed necessary as a basis for this opinion.<PAGE>
Securities and Exchange Commission
February 8, 1995
Page 2
We have been counsel to General Public Utilities Corporation
and to its subsidiaries, including 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.
As to all matters covered hereby which are governed by the
laws of the State of California, we have relied on the opinion of
Morrison & Foerster which is being filed as Exhibit F-2 to the
Declaration.
Based upon and subject to the foregoing, and assuming (i)
that the Board of Directors and sole shareholder of NCP will have
duly authorized the dividend prior to the time it is made, (ii)
the receipt of all required third party consents, and (iii) that
the transactions therein proposed are carried out in accordance
with the Declaration, we are of the opinion that when the
Commission shall have entered an order forthwith permitting the
Declaration to become effective,
(a) all State laws applicable to the proposed
transactions will have been complied with, and
(b) the consummation of the transactions proposed
in the Declaration will not violate the legal rights of
the holders of any securities issued by EI, NCP or any
"associate company" thereof, as defined in the Act.
We express no opinion as to compliance with any bankruptcy,
insolvency, reorganization, arrangement, moratorium or other
similar laws relating to or affecting the rights of creditors
generally, including, without limitation, laws relating to
fraudulent transfers or conveyances, preferences and equitable
subordination.
We hereby consent to the filing of this opinion as an
exhibit to the Declaration and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN <PAGE>
(LETTERHEAD OF MORRISON & FOERSTER)
Exhibit F-2
February 8, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Energy Initiatives, Inc.
NCP Energy, Inc.
Declaration on Form U-1
SEC File No. 70-8533
Ladies and Gentlemen:
We have examined the Declaration on Form U-1 of Energy
Initiatives, Inc., a Delaware corporation ("EI"), and NCP Energy,
Inc., a California corporation (the "Company"), dated December
16, 1994, filed with the Securities and Exchange Commission (the
"Commission"), and docketed by the Commission in SEC File No. 70-
8533, as amended by Amendment No. 1 thereto, dated January 5,
1995, and Amendment No. 2 thereto, dated this date (as so
amended, the "Declaration").
The Declaration contemplates, among other things, the
distribution by the Company to EI as a dividend (the "Dividend")
of substantially all of the Company's assets, which distributed
assets consist primarily of the outstanding common stock of the
subsidiaries of the Company.
We have examined such records, documents and
certificates of the Company, have made such inquiries of
officials of the Company, and have considered such questions of
law as we have deemed necessary for the purpose of rendering the
opinion set forth herein. With respect to the opinion expressed
below, we have relied on factual representations made to us by
the Company.<PAGE>
Securities and Exchange Commission
February 8, 1995
Page Two
We have assumed the genuineness of all signatures and
the authenticity of all items submitted to us as originals and
the conformity with originals of all items submitted to us as
copies. We have also assumed, based upon representations made to
us by the Company, but without independent verification, that
(a) the proposed Dividend will be made in accordance with the
Declaration, (b) the Board of Directors and sole shareholder of
the Company will have authorized the Dividend prior to the time
it is made and (c) every cogeneration facility in the state of
California that is owned or operated by the Company or its
subsidiaries is a qualifying facility within the meaning of the
Public Utility Regulatory Policies Act and the regulations
promulgated thereunder by the Federal Energy Regulatory
Commission.
Based upon and subject to the foregoing, we are of the
opinion that all California laws presently in effect that are
applicable to the proposed Dividend will have been complied with
when such Dividend is paid.
We express no opinion as to matters governed by any
laws other than the substantive laws of the State of California
as in effect on the date hereof. We also express no opinion as
to compliance with any bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws relating to or
affecting the rights of creditors generally, including, without
limitation, laws relating to fraudulent transfers or conveyances,
preferences and equitable subordination.
We hereby consent to the filing of this opinion as an
exhibit to the Declaration and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
MORRISON & FOERSTER<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<FN>
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<PAGE>
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<PAGE>
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