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.<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- - - - - - - - - - - - - - - - - - - - - - -
:
In the matter of :
GENERAL PUBLIC UTILITIES CORPORATION : Certificate
ENERGY INITIATIVES, INC. : Pursuant to
: Rule 24 of
SEC File No. 70-7727 : Partial
SEC File No. 70-8593 : Completion
(Public Utility Holding Company Act : of
of 1935) : Transactions
:
- - - - - - - - - - - - - - - - - - - - - - -
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 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 audited Consolidated Balance Sheet as of
December 31, 1995 and audited Consolidated Statement of
1<PAGE>
Operations for the twelve-month period ended December 31, 1995
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 to be located in Kathleen, Georgia, with energy and
capacity to be sold to Georgia Power Company.
With respect to its international activities, EI
engaged in the following:
On October 20, 1995, EI Power, Inc, a wholly-owned
subsidiary of GPU, along with its development partners, ABB
Energy Ventures, Inc. and Lancaster Distral Group, completed the
financing for the acquisition of a 240 MW gas-fired generating
plant in Barranquilla, Colombia and the construction of a new 750
MW gas-fired plant adjacent to the existing plant (TEBSA).
Electricity generated by the plants will be sold to The
Corporacion Electrica de la Costa Atlantica 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.
On November 22, 1995, Victoria Electric Inc., a
subsidiary of EI Energy, Inc., which, in turn, is a wholly-owned
subsidiary of GPU, entered into a Consortium Agreement with the
Australian Gas Light Company (AGL) to acquire Solaris Power
Ltd.(Solaris), an electric distribution company in Melbourne,
Australia for a total purchase price of approximately $712
million, of which Victoria Electric's 50% share is $356 million.
Solaris is a foreign utility company. Victoria Electric, Inc. and
AGL will each have an equity investment in Solaris of
approximately $112 million, with the balance of the purchase
price provided through non-recourse borrowings by Solaris from an
Australian bank syndicate (led by the Commonwealth Bank of
Australia). Solaris, which provides electric service to more
than 230,000 customers in and around Melbourne, was sold by the
Government of Victoria through a competitive bid as part of that
state's privatization of the electric industry.
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
2<PAGE>
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 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 October 1, 1995 through December 31, 1995:
(a) On December 8, 1995, a letter of credit in the
face amount of $1,788,850 was issued by Citibank
pursuant to its credit agreement with EI (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 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.
(b) 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
3<PAGE>
fee, and expires on August 7, 1996.
(c) 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.
(d) 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 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.
(e) 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 October 1, 1995 through December 31, 1995:
(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 described in
item 2 above.
(b) EI has guaranteed the obligations of EI Power
Inc.'s subsidiaries, EI Services Colombia, Ltda.
and International Power Advisors, Inc. (the
Operators), under the operations and maintenance
agreement in the TEBSA 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
4<PAGE>
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 October 1, 1995 through December 31, 1995 was
approximately $152,800.
In addition, Pennsylvania Electric Company provided
consulting services to EI in the amount of $25 in support of
various foreign and domestic project development activities.
6. Services provided to associated companies
A description of services provided by EI to associate
companies during the period October 1, 1995 through December 31,
1995 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 by GPU, as of December 31, 1995 in QFs, EWGs and
FUCOs, as well as the percentage of equity ownership.
5<PAGE>
Book Value
of GPU
Investment GPU's %
Associate FUCO, QF at 12/31/95 Equity
Company or EWG ($000) Ownership
Prime Energy, LP QF $7,511 50%
OLS Power, LP QF - 50%
Onondaga Cogen, LP QF 16,608 50%
Lake Cogen, LP QF 3.920 42%
Project Orange
Associates, LP QF 227 4%
Ada Cogeneration, LP QF 20 1%
Pasco Cogen, Ltd. QF 16,982 50%
FPB Cogeneration
Partners, LP QF - 30%
Selkirk Cogen
Partners, LP EWG & 17,722 20%
QF
Brooklyn Energy, LP EWG 183 75%
Empresa
Guaracachi S.A. EWG 48,767 50%
Guaracachi
America, Inc. EWG 33,241* 100%
EI Power, Inc. EWG 33,150* 100%
EI International EWG (64) 100%
EI Services
Colombia, Ltda EWG (64)* 100%
Solaris Power FUCO 112,173 50%
Victoria Electric Inc. FUCO 111,897* 100%
Termobarranquilla S.A. EWG (157) 29%
EI Barranquilla, Inc. EWG (108)* 100%
Barranquilla
Lease Holdings, Inc. EWG 12 100%
Los Amigos Leasing
Company, Ltd. EWG 12* 100%
6<PAGE>
Book Value
of GPU
Investment GPU's %
Associate FUCO, QF at 12/31/95 Equity
Company or EWG ($000) Ownership
EI Canada
Holding, Ltd. EWG $182* 100%
EI Brooklyn
Investment, Ltd. EWG 181* 100%
EI Brooklyn
Power, Ltd. EWG 182* 100%
GPU Aggregate Investment* $223,904
* GPU's aggregate investment does not include the items shown
with asterisks in order to avoid duplication.
7<PAGE>
Owners not affiliated with GPU
Associate
Company Name of Equity Type of Equity
Prime Energy, LP Prudential Insurance
Company of America Domestic
OLS Power, LP Prudential Insurance
Company of America Domestic
Onondaga Cogen, LP New York Cogenco, Inc. Domestic
Lake Cogen, LP Lake Interests Holding, Inc. Domestic
Project Orange
Associates, LP G.A.S. Orange Partners, LP Domestic
NCP Syracuse Inc. Domestic
Syracuse Investment Inc. Domestic
Stewart & Stevenson
Operations, Inc. Domestic
Met Life Capital Corporation Domestic
Ada Cogeneration, LP Cogen Development Co. Domestic
Coenergy Ventures, Inc. Domestic
Pasco Cogen, Ltd. PAS Power Company Domestic
Pasco Int. Holding, Inc. Domestic
FPB Cogeneration
Partners, LP FPB Cogen Inc. Domestic
FPB California Cogeneration
Corp. Domestic
Selkirk Cogen
Partners, LP JMC Selkirk, Inc. Domestic
Cogen Technologies Selkirk
GP, Inc. Domestic
Cogen Technologies Selkirk, LP Domestic
JMCS I Investors, LP Domestic
Brooklyn Energy, LP Polsky Energy Corp. of Brooklyn Foreign
Brooklyn CoGen Limited Foreign
Empresa
Guaracachi S.A. Cititrust (Bahamas) Limited Foreign
Guaracachi
America, Inc. Not Applicable N/A
EI Power, Inc. Not Applicable N/A
EI International Not Applicable N/A
EI Services
Colombia, Ltda Not Applicable N/A
8<PAGE>
Owners not affiliated with GPU
Associate
Company Name of Equity Type of Equity
Solaris Power Australian Gas Light, Co. Foreign
Victoria Electric
Inc. Not Applicable N/A
Termobarranquilla
S.A. ABB Energy Ventures, Inc. Foreign
Lancaster Distral Group Foreign
EI Barranquilla,
Inc. Not Applicable N/A
Barranquilla
Lease Holdings, Inc. Not Applicable N/A
Los Amigos Leasing
Company, Ltd. Not Applicable N/A
EI Canada
Holding, Ltd. Not Applicable N/A
EI Brooklyn
Investment, Ltd. Not Applicable N/A
EI Brooklyn
Power, Ltd. Not Applicable N/A
As of December 31, 1995, 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.; EI Services Canada Ltd.; 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 October 1, 1995 through December 31, 1995
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
9<PAGE>
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 audited Consolidated Balance
Sheet as of December 31, 1995 and audited Consolidated Statement
of Operations for the twelve month period ended on December 31,
1995 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 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 December 31, 1995, EI Energy had a borrowing of
Australian $91.5 million, or U.S. $68,311,613, outstanding under
the Credit Agreement.
10<PAGE>
3. Description of Exempt Entities in Which There are Funds
Invested
Other investments in exempt entities are described in items
2 and 4 above under 70-7727.
Selkirk Cogen Partners, L.P. (Selkirk)
Selkirk was formed for the purpose of constructing, owning
and operating two natural gas-fired combined-cycle cogeneration
facilities located in Bethlehem, New York. The facilities are
79.9 and 26.5 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 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 near 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.
Termobarranquilla, S.A.
In October 1995, EI Power, through EI Baranquilla, Inc.,
completed the financing for and acquired a 29% interest in
11<PAGE>
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 $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.
4. Services Obtained From Associated Companies
Metropolitan Edison Company provided consulting services
to EI Australia Services Pty, Ltd. in the amount of $247,731 in
support of the acquisition of Solaris.
GPU Service Corp. provided consulting services to EI Power,
Inc. in the amount of $20,818 related to the acquisition of
Empresa Guaracachi, S.A..
5. Services Provided to Associated Companies
A description of services provided by EI Energy, Inc. and
subsidiary companies to associate companies during the period
October 1, 1995 through December 31, 1995 will be filed
separately under a request for confidential treatment under Rule
104(b).
12<PAGE>
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: April 1, 1996<PAGE>
