SEC FILE NO. 70-7727
and
SEC FILE NO. 70-8593
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF
TRANSACTIONS
GENERAL PUBLIC UTILITIES CORPORATION
ENERGY INITIATIVES, INC.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
In the matter of :
GENERAL PUBLIC UTILITIES CORPORATION : Certificate Pursuant
ENERGY INITIATIVES, INC. : to Rule 24 of Partial
: Completion of
SEC File No. 70-7727 : Transactions
SEC File No. 70-8593 :
(Public Utility Holding Company Act :
of 1935) :
:
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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 Rules and
Regulations under the Public Utility Holding Company Act of 1935 (the "Act"),
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that certain of the transactions proposed in the Applications, as amended,
filed in SEC file No. 70-7727 and SEC File No. 70-8593, respectively, have
been carried out in accordance with the Commission's Orders dated November 16,
1995, June 14, 1995, December 28, 1994, September 12, 1994, December 18, 1992,
and June 26, 1990 with respect to the transactions proposed in the
Application, as amended, in SEC File No. 70-7727, and the Commission's Orders
dated July 6, 1995, January 19, 1996 and March 6, 1996 with respect to the
transactions proposed in the Application, as amended, in SEC File No. 70-8593,
as follows:
The following is reported in accordance with Supplemental Order dated
November 16, 1995 for SEC File No. 70-7727:
1. Financial Statements
A copy of EI's unaudited Consolidated Balance Sheet as of March 31,
1996 and unaudited Consolidated Statement of Operations for the three-month
period ended March 31, 1996 will be filed separately under a request for
confidential treatment pursuant to Rule 104(b).
2. Business Activities
Project Development
EI continued preliminary project development of a proposed
approximately 300 megawatt ("MW") gas-fired cogeneration facility and a 236 MW
gas-fired cogeneration facility with energy and capacity to be sold to Georgia
Power Company and Wisconsin Public Service Company, respectively.
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EI also continued to engage in other project development activities
both domestically and internationally (including in Europe, China, and South
America).
Project Related Services
EI continued to provide management, administrative and/or
operating services to the following projects (either directly or
through subsidiaries), in which EI has a direct or indirect ownership
interest:
Project Project Owner Location
Marcal Prime Energy L.P. NJ
Berkeley OLS Acquisition Corp. CA
Chino OLS Acquisition Corp. CA
Camarillo OLS Acquisition Corp. CA
Onondaga Onondaga Cogeneration L.P. NY
Lake Lake Cogen L.P. FL
Pasco Pasco Cogen L.P. FL
Syracuse Project Orange Associates L.P. NY
Ada Ada Cogeneration L.P. MI
In addition, EI Services Canada Limited (a wholly-owned subsidiary
of EI Canada Holding Limited, which in turn is a wholly-owned subsidiary of
EI) has commenced start-up of its operations. EI Services Canada Limited, an
exempt wholesale generator (EWG), was formed to provide operations and
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maintenance services to EWGs in Canada, and will initially provide such
services to Brooklyn Energy Limited Partnership, an EWG.
3. Guarantees which GPU has Agreed to Grant
No matters to be reported.
4. Guarantees Issued
EI or GPU, for the benefit of EI, has obtained the following
standby letters of credit which were effective during the period January 1,
1996 through March 31, 1996:
(a) On February 26, 1996, a letter of credit in the face amount
of $30,000 was issued by Citibank pursuant to its credit
agreement with EI (Citibank Credit Agreement) to support a
bid for a 500MW coal-fired generating plant in Punjab State,
India. The letter of credit carries a fee equal to 0.5 of 1
percent per annum of the face amount, plus a .10 percent
fronting fee, and expires on May 26, 1997.
(b) On December 8, 1995, a letter of credit in the face amount of
$1,788,850 was issued by Citibank pursuant to the Citibank
Credit Agreement in favor of Wisconsin Public Service Company
to support Polsky Energy Corp's (PEC) commitment to construct
a 236 MW cogeneration facility pursuant to its Power Sales
Agreement with Wisconsin Public Service Company. EI is the
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joint developer and owner, along with PEC, of this facility.
The letter of credit carries a fee equal to 0.5 of 1 percent
per annum of the face amount, plus a .10 percent fronting
fee, and expires on December 8, 1996.
(c) On August 7, 1995, a letter of credit in the face amount of
$7,000,000 was issued by Citibank pursuant to the Citibank
Credit Agreement in favor of Georgia Power Company, to
support EI's commitment to construct a 300 MW cogeneration
facility pursuant to its Power Sales Agreement with Georgia
Power Company. The letter of credit carries a fee equal to
0.5 of 1 percent per annum of the face amount, plus a .10
percent fronting fee, and expires on August 7, 1996.
(d) On July 1, 1995, a letter of credit in the face amount of
$1,500,000 was issued by United Jersey Bank in favor of
Polsky Energy Corporation to guarantee EI's 1996 equity
obligation pursuant to its stock purchase agreement with
Polsky Energy Corporation. The letter of credit carries a
fee equal to 0.5 of 1 percent per annum of the face amount,
and expires on July 1, 1996. GPU entered into the related
reimbursement agreement.
(e) On June 16, 1994, a letter of credit in the face amount of
$5,000,000 was issued by Chase Manhattan Bank in favor of
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Mellon Bank to support debt service coverage on the Onondaga
Project. The letter of credit carries a fee equal to 0.7 of
1 percent per annum of the face amount, and expires on June
16, 1997. GPU entered into the related reimbursement
agreement.
(f) On March 11, 1994, a letter of credit in the face amount of
$9,700,000 was issued by Canadian Imperial Bank of Commerce,
in favor of The Mutual Life Assurance Company of Canada to
support EI's equity commitment to Brooklyn Energy Limited
Partnership, an EWG. The letter of credit carries a fee
equal to 0.625 of 1 percent per annum of the face amount, and
expires on December 11, 1996. GPU entered into the related
reimbursement agreement.
In addition, the following guarantees where outstanding during the
period January 1, 1996 through March 31, 1996:
(a) As of October 18, 1995, a guarantee of amounts up to
$122,750,000 was made by GPU for the benefit of the Bankers
Trust Company as collateral agent on behalf of the Equity
Bridge Lenders and the Secured Parties in connection with the
Barranquilla, Colombia acquisition, previously reported.
(b) EI has guaranteed the obligations of EI Power Inc.'s
subsidiaries, EI Services Colombia, Ltda. and International
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Power Advisors, Inc. (the Operators), under the operations
and maintenance agreement in the Colombia project. Pursuant
to the guarantee, EI has guaranteed the performance of the
Operators, of which the limit of liability is $5,000,000.
(c) GPU has guaranteed payments to General Electric Capital
Corporation of amounts up to $7,026,000 to the extent Lake
Cogen, Ltd. fails to pay rent when due under the terms of the
project lease or chooses not to renew the lease after its
initial 11-year term.
5. Services obtained from associated companies
Services obtained from GPU Service Corporation consisted of (i)
administrative, internal auditing, accounting and risk management services;
(ii) information services and telecommunications services, and (iii) pension
administration services. The total dollar value of such services provided
during the period January 1, 1996 through March 31, 1996 was $103,202.
6. Services provided to associated companies
A description of services provided by EI to associate companies
during the period January 1, 1996 through March 31, 1996 will be filed
separately under a request for confidential treatment under Rule 104(b).
7. Investments by GPU in Qualifying Facilities, Exempt Wholesale
Generators and Foreign Utility Companies, Percentage of Equity Ownership
Set forth below is a summary of the direct or indirect investments
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by GPU, as of March 31, 1996 in QFs, EWGs and FUCOs, as well as the percentage
of equity ownership.
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Book Value
FUCO, of GPU GPU's% Owners not affiliated with GPU
QF Investment Equity
Associate or at 3/31/96 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
Prime Energy, LP QF $ 5,906 50% Prudential Insurance Domestic
Company of America
OLS Power, LP QF - 50% Prudential Insurance Domestic
Company of America
Onondaga QF 16,634 50% New York Cogenco, Inc. Domestic
Cogen, LP
Lake Cogen, LP QF 3,446 42% Lake Interest Holding, Domestic
Inc.
Project Orange QF 16 4% G.A.S. Orange Partners,LP Domestic
Associates, LP NCP Syracuse Inc. "
Syracuse Investment Inc. "
Stewart & Stevenson "
Operations, Inc.
Met Life Capital Corporation "
Ada Cogenera- QF 18 1% Cogen Development Co. Domestic
tion, LP Coenergy Ventures, Inc. "
Pasco Cogen, QF 16,195 50% PAS Power Company Domestic
Ltd. Pasco Int. Holding, Inc. "
FPB Cogenera- QF - 30% FPB Cogen, Inc. Domestic
tion Partners, FPB California "
LP Cogeneration Corp.
Selkirk Cogen EWG & 18,192 20% JMC Selkirk, Inc. Domestic
Partners, LP QF Cogen Technologies "
Selkirk GP, Inc.
Cogen Technologies "
Selkirk, LP
JMCS I Investors, LP "
Empresa EWG 49,056 50% Cititrust (Bahamas) Foreign
Guaracachi S.A. Limited
Guaracachi EWG 33,358* 100% Not Applicable N/A
America, Inc.
EI Power, Inc. EWG 33,063* 100% Not Applicable N/A
EI International EWG (205) 100% Not Applicable N/A
EI Services EWG (221)* 100% Not Applicable N/A
Colombia, Ltda
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Book Value
FUCO, of GPU GPU's% Owners not affiliated with GPU
QF Investment Equity
Associate or at 3/31/96 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
Solaris Power FUCO $113,802 50% Australian Gas Light, Foreign
Co.
Victoria Electric FUCO 112,020* 100% Not Applicable N/A
Inc.
EI Australia FUCO 362 100% Not Applicable N/A
Services, Pty, Ltd.
Termobarranquilla EWG (119) 29% ABB Energy Ventures, Foreign
S.A. Inc.
Lancaster Distral Group "
EI Barranquilla, EWG (144)* 100% Not Applicable N/A
Inc.
Barranquilla EWG 12 100% Not Applicable N/A
Lease Holdings, Inc.
Los Amigos Leas- EWG 12* 100% Not Applicable N/A
ing Company, Ltd.
EI Services EWG 41 100% Not Applicable N/A
Canada, Ltd.
EI Canada EWG 286* 100% Not Applicable N/A
Holding, Ltd.
EI Brooklyn EWG 181* 100% Not Applicable N/A
Investment, Ltd.
EI Brooklyn EWG 255* 100% Not Applicable N/A
Power, Ltd.
Brooklyn Energy, EWG 315 75% Polsky Energy Corp. Foreign
LP of Brooklyn
_______ Brooklyn CoGen Limited Foreign
GPU's Aggregate
Investment* $223,671
(*) GPU's aggregate investment does not include the items shown with
asterisks in order to avoid duplication.
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As of March 31, 1996, GPU also owned, directly or indirectly,
interests in the following EWGs, in which its aggregate investment did not
exceed $10,000: International Power Advisors, Inc.; Austin Cogeneration
Corporation; Austin Cogeneration Partners, L.P.; Hanover Energy Corporation; EI
Power (China), Inc.; China Power Partners, L.P.; EI Power (China)I, Inc.; Ming
Jiang Power Partners, L.P.; EI Power (China)II, Inc.; Nanjing Power Partners,
L.P.; EI Power (China) III, Inc.; and Zhuang He Power Partners, L.P. GPU owns a
50% interest in China Power Partners, L.P., Ming Jiang Power Partners, L.P.,
Nanjing Power Partners, L.P., and Zhuang He Power Partners, L.P. The remaining
interests are owned by Intesol International, Ltd., a Hawaii corporation. GPU
owns a 100% interest in each of the other EWGs.
8. During the period January 1, 1996 through March 31, 1996 there was no
intellectual property provided to EI by any associate company, or provided by EI
to any associate company.
___________________________________
In accordance with Orders dated July 6, 1995 and March 6, 1996 in SEC
File No. 70-8593, and in addition to the reimbursement agreements and
investments in Termobarranquilla, S.A. and Solaris Power Ltd., described in
items 4 and 2 above, respectively, the following is reported:
1. Financial Statements
A copy of EI Energy, Inc.'s unaudited Consolidated Balance Sheet as of
March 31, 1996 and unaudited Consolidated Statement of Operations for the three
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month period ended on March 31, 1996 will be filed separately under a request
for confidential treatment pursuant to Rule 104(b).
2. Investments in Exempt Entities
On November 22, 1995, GPU acquired all of the capital stock of EI Energy,
Inc. and made capital contributions of $48,000,000. The capital contributions
were used by EI Energy to acquire Solaris (through Victoria Electric).
On November 20, 1995, EI Energy, Inc. entered into a credit agreement,
dated as of November 20, 1995, (the "Credit Agreement"), with Citibank Limited
as the Participant and Arranger, for which Citisecurities Limited is the Agent.
The Credit Agreement provides, among other things, for revolving credit
borrowings by EI Energy, Inc. from time to time through November 20, 1998,
subject to extensions for two years at the sole discretion of the Participant,
in amounts not to exceed an aggregate of Australian $95 million outstanding at
any one time. Borrowings are guaranteed by GPU.
Notes issued under the Credit Agreement ("Notes") bear interest at the
Bill Discount Rate which is:
(a) the rate percent per annum determined by the Agent
which is equal to the mean "bid rate" quoted on the
page entitled "BBSY" on the Reuters Monitor System at
or about 10:00am (Sydney time) on the Funding Date
(provided that at least 4 banks are quoting) for bank
accepted Bills having a tenor equal to the Funding
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Period of the Funding Portion commencing on that
Funding Date; or
(b) if in respect of any Funding Date the Base Discount
Rate cannot be determined in accordance with
paragraph (a) of this definition, the rate percent
per annum determined by the Agent in good faith to be
the rate most nearly approximating the rate that
would otherwise have been calculated by the Agent in
accordance with paragraph (a) of this definition.
At March 31, 1996, EI Energy had a borrowing of Australian $91.5 million,
or U.S. $68,311,613, outstanding under the Credit Agreement.
Other investments in exempt entities are described in items 2 and 4 above
under 70-7727.
3. Description of Exempt Entities in Which There are Funds Invested
Selkirk Cogen Partners, L.P. (Selkirk)
Selkirk owns and operates two natural gas-fired combined-cycle
cogeneration facilities located in Bethlehem, New York. The facilities are 79.9
and 265 megawatts (MW) each with a combined average net capacity of 344.9 MW
producing steam and electricity.
Brooklyn Energy, L.P. (Brooklyn)
On March 11, 1994, EI entered into an agreement with Polsky Energy
Corporation to invest up to $9.7 million of equity in Brooklyn. The equity will
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be used towards the construction and operation of a 24 MW wood and oil-fired
cogeneration facility, which is located in Brooklyn, Nova Scotia, Canada.
Commercial operation of the facility is scheduled to commence in 1996.
Empresa Guaracachi, S.A.
In July 1995, EI Power, Inc., through Guaracachi America, Inc., acquired
from the Bolivian Government a 50% interest in Empresa Guaracachi, S.A., an
electric generating company having an aggregate capacity of 216 MW of natural
gas-fired and oil-fired generation for approximately $47 million. The
facilities are located in Bolivia in and around the cities of Santa Cruz, Sucre
and Potosi with its total capacity representing one-third of Bolivia's
generation capacity. EI Power's investment of $47 million will be used over the
next seven years to expand the generating facilities to meet Bolivia's growing
demand.
Solaris Power (Solaris)
In November 1995, EI Energy, Inc., through Victoria Electric, Inc.,
together with the Australian Gas Light Company, acquired Solaris for a total
purchase price of approximately $712 million, of which EI Energy's 50% share is
$356 million. EI Energy has made an equity investment in Solaris of
approximately $112 million; the balance of the purchase price was provided
through non-recourse borrowings by Solaris from an Australian bank syndicate.
Solaris, which provides electric service to more than 230,000 customers in and
around Melbourne, Australia, was sold by the government of Victoria through a
competitive bid as part of that state's privatization of the electric industry.
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Termobarranquilla, S.A.
In October 1995, EI Power, through EI Baranquilla, Inc., completed the
financing for and acquired a 29% interest in Termobarranquilla, S.A., Empresa de
Servicios Publicos (TEBSA), a 240 MW gas-fired generating plant in Barranquilla,
Colombia and began the construction of a new 750 MW gas-fired plant adjacent to
the existing plant (the Barranquilla Project). Electricity generated by these
plants will be sold to Corporacion Electrica de la Costa Atlantica (Corelca)
under a 20-year contract. Total project costs, including the acquisition of the
existing plant, are approximately $750 million, of which EI Power Inc.'s equity
contribution is expected to be approximately $65 million.
Barranquilla Lease Holdings, Inc.
Barranquilla Lease Holdings, Inc., a subsidiary of EI Power, through its
wholly-owned subsidiary Los Amigos Leasing Company, Ltd. (Leaseco), has begun to
procure equipment to be used by and leased to TEBSA. Pursuant to a lease
agreement, Leaseco will deliver certain non-Colombian equipment related to
TEBSA, and TEBSA will make lease payments equal to the interest and principal
payments of Leaseco.
EI Australia Services Pty, Ltd. (EI Australia Services)
EI Australia Services, a subsidiary of EI Energy, provides operations and
management services to Solaris. Currently, it receives all of its management
fees from Solaris in connection with the development and management of Solaris'
operations.
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4. Services Obtained From Associated Companies
Metropolitan Edison Company provided consulting services to EI
Australia Services Pty, Ltd. in the amount of $63,000 for the three months ended
March 31, 1996, in support of the development and management of Solaris'
operations.
GPU Service Corp. provided consulting services to EI Power, Inc. in the
amount of $19,635 related to the oversight and management of EI Power, Inc.'s
operations.
GPU Service Corp. provided consulting services to EI Energy, Inc. and
Subsidiaries in the amount of $51,584 related to the oversight and management of
EI Energy, Inc.'s operations.
5. Services Provided to Associated Companies
A description of services provided by EI Energy, Inc. and subsidiary
companies to associate companies during the period January 1, 1996 through March
31, 1996 will be filed separately under a request for confidential treatment
under Rule 104(b).
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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 CERTIFICATE TO BE SIGNED
ON THEIR BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES CORPORATION
By:_______________________________
T. G. Howson,
Vice President and Treasurer
ENERGY INITIATIVES, INC.
By:________________________________
B. L. Levy, President
Date:
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