SEC FILE NO. 70-8369
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. 70-8369 ) Transactions
)
(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"), that certain of
the transactions proposed in the Application, as amended, filed
in SEC File No. 70-8369, have been carried out in accordance with
the Commission's Order, dated May 18, 1994 with respect thereto,
as follows:
1. As previously reported in the Certificate Pursuant to
Rule 24 dated June 21, 1994, filed in this docket, on June 13,
1994 EI acquired from North Canadian Resources, Inc. ("NCRI")
pursuant to a Stock Purchase and Sale Agreement dated March 31,
1994, as amended ("Stock Purchase Agreement"), the common stock
of North Canadian Power Incorporated (since renamed NCP Energy,
Inc.) ("NCP"), together with NCP's indirect ownership interests
in, among other projects, the Lake and Pasco Cogeneration
Projects. Immediately prior to EI's acquisition of the NCP
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common stock, a 1% general partner and an aggregate 56.95%
limited partner interests ("Lake Interests") in the Lake Project
were transferred to Lake Interest Holdings Inc., a wholly-owned
special purpose Delaware subsidiary of NCRI, and an aggregate
3.15% of limited partner interests ("Pasco Interests") in the
Pasco Project were transferred to Pasco Interest Holdings Inc.
("PIHI"), another wholly-owned special purpose Delaware
subsidiary of NCRI. Pursuant to the Amended and Restated Lake
Interest Option Agreement, dated as of June 13, 1994 ("Lake
Option Agreement"), and the Pasco Interest Option Agreement,
dated as of June 13, 1994 ("Pasco Option Agreement"), EI (or its
subsidiary or assignee) was granted the exclusive option until
March 31, 1995, to acquire all or specified portions of the Lake
and Pasco Interests, subject to the satisfaction of certain
conditions precedent set forth in these Option Agreements.
Pursuant to First Amendments dated as of January 1, 1995 to each
of the Lake Interest Option Agreement and Pasco Interest Option
Agreement, the dates by which such options may be exercised were
extended to not later than December 31, 1995.
2. On December 29, 1995, Dade Investment, L.P. ("DIL"), a
Delaware limited partnership in which EI indirectly owns all of
the partnership interests, acquired from PIHI a 3.05% limited
partnership interest in Pasco Cogen, Ltd., the owner of the Pasco
Project, pursuant to the Pasco Option Agreement. In
consideration therefor, NCRI received payment of $1,324,000 from
the escrow account maintained by Harris Trust and Savings Bank
("Escrow Agent") in accordance with the terms of the Pasco Option<PAGE>
Agreement and the Amended and Restated Escrow Agreement dated as
of June 13, 1994, as amended ("Escrow Agreement"). The Escrow
Agent also disbursed $62,099.40 to NCRI and $5,589.59 to GPU
representing interest accrued on such amount. As a result of
such acquisition by DIL, EI now indirectly holds an aggregate
49.9% partnership interest in Pasco Cogen, Ltd.
3. In addition, on December 29, 1995, EI and NCRI entered
into a Second Amendment to the Lake Option Agreement pursuant to
which, among other things, the option exercise date was extended
to not later than June 30, 1997. EI, NCRI and the Escrow Agent
also entered into a Second Amendment to the Escrow Agreement
which extended the term of the Escrow Agreement to June 30, 1997.
4. The following exhibits are filed in Item 6:
B-1(ii) - Second Amendment to Amended and Restated
Lake Interest Option Agreement
B-2(b) - Second Amendment to Amended and Restated
Escrow Agreement
3<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.
By: /s/ B. L. Levy
B. L. Levy, President
GENERAL PUBLIC UTILITIES CORPORATION
By: /s/ T. G. Howson
T. G. Howson, Vice President
and Treasurer
Date: January 9, 1996<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
B-1(ii) - Second Amendment to Amended and Restated
Lake Interest Option Agreement
B-2(b) - Second Amendment to Amended and Restated
Escrow Agreement<PAGE>
EXHIBIT B-1(ii)
EXECUTION COPY
AMENDMENT NO. 2 TO AMENDED AND
RESTATED LAKE INTEREST OPTION AGREEMENT
Amendment No. 2, dated as of December 29, 1995
("Amendment No. 2"), to Amended and Restated Lake Interest Option
Agreement, dated as of June 13, 1994, as amended by Amendment
No. 1 thereto dated as of January 1, 1995 (the Option Agreement,
as amended by Amendment No. 1, is referred to as the "Original
Agreement"), among North Canadian Resources, Inc., a Delaware
corporation ("NCRI"), Lake Interest Holdings Inc., a Delaware
corporation ("LIHI"), and Energy Initiatives, Inc., a Delaware
corporation ("Buyer") (NCRI, LIHI and Buyer are collectively
referred to herein as the "Parties") (capitalized terms used
herein and not otherwise defined herein shall have the meanings
set forth in the Original Agreement).
WHEREAS, the Parties have entered into the Original
Agreement, whereby, among other things, (A) LIHI granted to
Buyer, for a period ending as of the close of business on the
Lake Option Expiration Date, the exclusive right and option to
purchase all right, title and interest of LIHI in and to (i) the
Lake Interest; (ii) the Lake Federal QF Interest; and/or the
(iii) Lake Florida QF Interest; and (B) NCRI irrevocably granted
to Buyer the exclusive right and option to purchase all right,
title and interest of NCRI in and to the LIHI Stock.
1<PAGE>
WHEREAS, the Parties desire to extend the Lake Option
Expiration Date with respect to the Lake Interest Option, the
Lake Federal QF Interest Option and the LIHI Stock Option.
NOW, THEREFORE, in consideration of the above premises
and for other good and valuable consideration, receipt and
sufficiency of which are hereby acknowledge, the Parties,
intending to be legally bound, agree as follows:
1. Section 2.3 of the Original Agreement is hereby
amended to read in its entirety as follows:
2.3 As used herein, "Lake Option Expiration Date" means,
(I) as to each Option other than the Lake Florida QF
Interest Option, the earlier of (a) June 30, 1997 and (b)
six months following the date of the Litigation Resolution
(as hereinafter defined), and (II) as to the Lake Florida QF
Interest Option, the date of exercise of such Option (or, if
earlier, termination of the Lake Partnership); provided,
however, that each Option shall immediately expire at such
earlier time as may be provided by Section 3 of Amendment
No. 2, dated as of December 29, 1995, to this Agreement. As
used herein, "Litigation Resolution" means a final
resolution, either by a binding settlement agreement or
final order, of the proceeding or any successor proceeding
entitled NCP Lake Power Inc. v. Florida Power Corporation,
Case No. 94-2354-CAOI (Fifth Judicial Circuit, Lake County,
Florida).
2. (a) This Amendment No. 2 shall not be effective
unless and until TIFD III-C Inc., a Delaware corporation
("TIFD"), shall have consented hereto as required by Section 6 of
the Original Agreement.
2<PAGE>
(b) In addition, simultaneously with the
execution and delivery hereof, Buyer is exercising the Federal QF
Interest Option (as defined in the Pasco Interests Options
Agreement, dated as of June 13, 1994 ("Pasco Option Agreement"),
among NCRI, Pasco Interest Holdings Inc., Dade Investment L.P.
and PAS Power Co.), and the related Pasco Interest Closing (as
defined in the Pasco Option Agreement) is occurring (including
payment to NCRI of the purchase price therefor from the Pasco
Interest Deposit (as defined in the Pasco Option Agreement).
3. EI agrees to submit or cause to be submitted as
soon as practicable following the date hereof and otherwise in
accordance with the Original Agreement an application with the
Commission and diligently pursue receipt of the FERC Order in
order to be able to exercise the Lake Federal QF Interest Option,
and for a related Lake Interest Closing to occur, by June 30,
1996 ("Target Date"). Provided EI is diligently pursuing the
FERC Order and TIFD has not waived the requirement to obtain the
FERC Order as a condition to the exercise of the Lake Federal QF
Interest Option, NCRI and LIHI agree to reasonable extensions of
the Target Date up to and including June 30, 1997 (it being
understood that TIFD's consent shall not be required for any such
extension up to and including June 30, 1997). If the Lake
Interest Closing with respect to the Lake Federal QF Interest
Option does not occur by the Target Date (as it may be extended
from time to time), each Option shall immediately expire.
3<PAGE>
4. Notwithstanding anything herein or in the Original
Agreement to the contrary, none of the Lake Interest Option, the
Lake Federal QF Interest Option, the LIHI Stock Option or the
Lake Florida QF Interest Option shall be exercised without the
parties obtaining the prior written consent of TIFD, which
consent shall not be unreasonably withheld provided that the
parties execute and deliver such documents and assurances, and
take such further action, as TIFD deems necessary or desirable to
maintain its first priority perfected security interests provided
for in the Security Documents.
5. Except as amended hereby, the Original Agreement
is hereby ratified and shall remain in full force and effect in
accordance with its terms.
6. The consent to this Amendment No. 2 by TIFD, as
indicated by its signature below, shall be narrowly construed and
shall be limited to the facts as described herein and shall not
be deemed or construed as constituting, (i) a consent by TIFD to
any future modifications or amendments to the Original Agreement
or (ii) a waiver of any other requirement set forth in the
Operative Documents.
7. It is understood and agreed that TIFD's consent is
not applicable to paragraph 2(b) hereof.
4<PAGE>
IN WITNESS WHEREOF, each of the Parties has caused this
Amendment No. 2 to be duly executed as of the date first written
above.
NORTH CANADIAN RESOURCES, INC. ENERGY INITIATIVES, INC.
By: By:
Name: Name:
Title: Title:
LAKE INTEREST HOLDINGS INC.
By:
Name:
Title:
Consented and Agreed to:
TIFD III-C INC.
By:
Name:
Title:
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EXHIBIT B-2(b)
SECOND AMENDMENT TO
AMENDED AND RESTATED ESCROW AGREEMENT
THIS SECOND AMENDMENT dated as of December 29, 1995 (the
"Second Escrow Agreement Amendment") to the AMENDED AND RESTATED
ESCROW AGREEMENT dated June 13, 1994, as amended by the First
Amendment dated December 30, 1994 (as so amended, the "Escrow
Agreement"), is made and entered into by and among NORTH CANADIAN
RESOURCES, INC., a Delaware corporation ("NCRI"), ENERGY
INITIATIVES, INC., a Delaware corporation ("Buyer"), and HARRIS
TRUST AND SAVINGS BANK (the "Escrow Agent"). Capitalized terms
used in this Second Escrow Agreement Amendment shall unless
otherwise defined herein have the meanings ascribed to them in
the Glossary referenced as Annex A to the Escrow Agreement.
WHEREAS, the parties desire to amend the Escrow Agreement to
extend the term thereof;
NOW, THEREFORE, in consideration of the premises and
promises contained herein, the parties intending to be legally
bound mutually agree that the Escrow Agreement is hereby further
amended as follows:
1. Article IV is hereby amended by deleting the reference
in paragraph (d) of Section 4.1 to "December 31, 1995" and
substituting in lieu thereof "June 30, 1997".
2. Article IV is hereby further amended to delete the
first paragraph of Subsection 4.2 and to substitute in lieu
thereof a new paragraph to read as follows:
"4.2. In the event following the NCP Closing the
entire Lake Option Interest and Pasco Option Interest
has not been purchased by the Lake Optionee(s) and
Pasco Optionee(s) on or prior to June 30, 1997, then
unless the parties shall otherwise agree in writing, on
July 1, 1997 the Escrow shall be terminated and the
Escrow Agent shall:"
3. Section 11.1 is hereby amended to insert in the third
line after the word "Agreement" and before the word "constitute"
the following phrase:
", together with this First Escrow Agreement
Amendment, the Second Escrow Agreement
Amendment and the Second Amendment and the
documents and instruments referred to
therein,"<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Second
Amendment to the Amended and Restated Escrow Agreement to be
executed as of the day and year first above written.
NORTH CANADIAN RESOURCES, INC. ENERGY INITIATIVES, INC.
By:___________________________ By:___________________________
Name:_________________________ Name:_________________________
Title:________________________ Title:________________________
HARRIS TRUST AND SAVINGS BANK
Escrow Agent
By:___________________________
Name:_________________________
Title:________________________
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