SEC File No. 70-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
NCP ENERGY, INC. ("NCP")
One Upper Pond Road
Parsippany, New Jersey 07054
(Name 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>
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS.
A. By Order dated May 17, 1994 (HCAR No. 35-26053), the
Commission, among other things, authorized Energy Initiatives,
Inc. ("EI") to acquire from North Canadian Resources, Inc.
("NCRI") all of the common stock of North Canadian Power
Incorporated (since renamed NCP Energy, Inc.) ("NCP"). As
previously reported, on June 13, 1994 EI acquired from NCRI
pursuant to a Stock Purchase and Sale Agreement dated as of March
31, 1994, as amended by the First Amendment to Stock Purchase and
Sale Agreement dated as of June 13, 1994 ("Stock Purchase
Agreement"), the common stock of NCP, together with NCP's
indirect ownership interests in the Lake, Pasco, Ada and Federal
Paperboard Cogeneration Projects. At such time, requisite
consents from third parties ("Requisite Consents") with respect
to NCP's indirect ownership interests in the Syracuse
Cogeneration Project ("Syracuse Project") had not yet been
obtained, and consequently, NCP's ownership interests in that
project -- which were held through two subsidiaries of NCP,
Syracuse Investment, Inc. ("SII") and NCP Syracuse, Inc. -- were
transferred to NCRI as "excluded subsidiaries" ("Excluded
Subsidiaries") under the Stock Purchase Agreement pending receipt
of the Requisite Consents.
B. Due to the inability to obtain the Requisite Consents
to purchase the Excluded Subsidiaries, pursuant to a Second
Amendment to Stock Purchase and Sale Agreement dated as of
January 1, 1995 ("Second Amendment"), EI agreed to purchase
instead certain of NCRI's interests in the Syracuse Project in
1<PAGE>
lieu of purchasing the Excluded Subsidiaries as originally
contemplated by the Stock Purchase Agreement. Accordingly, on
January 1, 1995 following the receipt of the requisite consents
to effect such transaction, NCP, among other things, acquired
from SII, a wholly-owned subsidiary of NCRI, (i) a 4.9% limited
partner interest in Syracuse Orange Partners, L.P. ("SOP"), a
Delaware limited partnership which currently holds an 89% limited
partner interest in Project Orange Associates, L.P., a Delaware
limited partnership and the owner of the Syracuse Project, and
(ii) pursuant to an Assignment Agreement dated as of January 1,
1995 ("Assignment Agreement"), the right to receive distributions
("Distributions") with respect to the balance of SII's limited
partner interest in SOP (the "Remaining Interest"). The
Remaining Interest is currently a 20.01% limited partner interest
in SOP, which interest is subject to increase in accordance with
the terms of the SOP partnership agreement upon the occurrence of
specified "flip" events. NCRI has agreed to issue to NCP,
subject to receipt of a Commission order authorizing its
acquisition, a promissory note ("Note") to evidence NCP's right
to receive Distributions in respect of the Remaining Interest.
C. Accordingly, NCP now requests authorization to acquire
the Note from NCRI. The Note has an initial principal balance of
$2,722,500 and is payable in installments with a final maturity
2<PAGE>
of December 31, 2032. The Note bears interest at the rate of
10.6% per annum, which interest compounds monthly to the extent
not paid. Since the Note evidences NCP's right to receive
Distributions, principal and interest are payable under the Note
only if and to the extent that SII receives Distributions from
SOP. (Payments by NCRI under the Note discharge SII's obligation
to pay the related Distributions to NCP under the Assignment
Agreement).
D. NCRI's obligations under the Note and SII's obligations
under the Assignment Agreement are secured by a security interest
in the Remaining Interest granted by SII in favor of NCP pursuant
to a Security Agreement dated as of January 1, 1995.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The estimated fees, commissions and expenses to be incurred
by the applicant in connection with the proposed transactions
will be supplied by amendment.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
It is believed that Sections 9(a) and 10 of the Act are
applicable to the transactions proposed herein.
3<PAGE>
ITEM 4. REGULATORY APPROVALS.
No state commission has jurisdiction with respect to any
aspect of the proposed transactions and, assuming your Commission
authorizes and approves all aspects of the transactions
(including the accounting therefor), no Federal commission other
than your Commission has jurisdiction with respect to any aspect
thereof.
4<PAGE>
ITEM 5. PROCEDURE.
It is requested that the Commission issue an order with
respect to the transactions proposed herein at the earliest
practicable date, but in any event not later than March 24, 1995.
It is further requested that (i) there not be a recommended
decision by an Administrative Law Judge or other responsible
officer of the Commission, (ii) the Office of Public Utility
Regulation be permitted to assist in the preparation of the
Commission's decision, and (iii) there be no waiting period
between the issuance of the Commission's Order and the date on
which it is to become effective.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
(a) Exhibits:
A-1 Certificate of Incorporation of NCRI -- to be
filed by amendment.
A-2 By-laws of NCRI -- to be filed by amendment.
B-1 Note - incorporated by reference to Exhibit
B-5(a)(iv), Certificate Pursuant to Rule 24,
SEC File No. 70-8369, dated January 10, 1995
("Rule 24 Certificate").
B-2 Assignment Agreement and Security Agreement -
- incorporated by reference to Exhibit B-
5(a)(v) to the Rule 24 Certificate.
B-3 First Amended and Restated Limited
Partnership Agreement of SOP -- incorporated
by reference to Exhibit 5(a)(i) to the Rule
24 Certificate.
C None.
5<PAGE>
D None.
E None.
F Opinion of Berlack, Israels & Liberman -- to
be filed by amendment.
G Financial Data Schedule -- to be filed by
amendment.
H Proposed Form of Public Notice.
(b) Financial Statements:
1 NCP Consolidated Balance Sheets, actual and
pro forma, as at September 30, 1994, and
Consolidated Statements of Income, actual and
pro forma, and Statement of Retained
Earnings, for the twelve months ended
September 30, 1994; pro forma journal
entries.
2 GPU Consolidated Financial Statements have
been omitted because the proposed
transactions would not have a material effect
thereon.
3 None.
4 None.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
(a) The proposed transactions are for the purpose of
carrying out and financing NCP's business activities. As such,
the issuance of an order by your Commission with respect to the
proposed transactions which are the subject hereof is not a major
Federal action significantly affecting the quality of the human
environment.
(b) No Federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed
6<PAGE>
transactions which are the subject hereof. Reference is made to
Item 4 hereof regarding regulatory approvals with respect to the
proposed transactions.
7<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY
CAUSED THIS STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
NCP ENERGY, INC.
By:______________________________
Bruce L. Levy
President
Date: January 27, 1995<PAGE>
EXHIBIT AND FINANCIAL STATEMENTS TO BE FILED BY EDGAR
Exhibit:
H - Proposed Form of Public Notice.
Financial Statements:
1 - NCP Consolidated Balance Sheets, actual
and pro forma, as at September 30, 1994,
and Consolidated Statements of Income,
actual and pro forma, and Statement of
Retained Earnings, for the twelve months
ended September 30, 1994; pro forma
journal entries.<PAGE>
EXHIBIT H
SECURITIES AND EXCHANGE COMMISSION
(RELEASE NO. 35-_________; 70-__________)
NCP ENERGY, INC.
NCP Energy Inc., One Upper Pond Road, Parsippany, New Jersey
07054 ("NCP"), an indirect non-utility subsidiary of General
Public Utilities Corporation, a registered holding company, has
filed an Application with the Commission pursuant to Sections
9(a) and 10 of the Public Utility Holding Company Act of 1935
(the "Act").
By Order dated May 17, 1994 (HCAR No. 35-26053), the
Commission, among other things, authorized Energy Initiatives,
Inc. ("EI") to acquire from North Canadian Resources, Inc.
("NCRI") all of the common stock of NCP (formerly North Canadian
Power Incorporated). As previously reported, on June 13, 1994 EI
acquired from NCRI pursuant to a Stock Purchase and Sale
Agreement dated as of March 31, 1994, as amended by the First
Amendment to Stock Purchase and Sale Agreement dated as of June
13, 1994 ("Stock Purchase Agreement"), the common stock of NCP,
together with NCP's indirect ownership interests in the Lake,
Pasco, Ada and Federal Paperboard Cogeneration Projects. At such
time, requisite consents from third parties ("Requisite
Consents") with respect to NCP's indirect ownership interests in
the Syracuse Cogeneration Project ("Syracuse Project") had not
yet been obtained, and consequently, NCP's ownership interests in
that project -- which were held through two subsidiaries of NCP,
Syracuse Investment, Inc. ("SII") and NCP Syracuse, Inc. -- were
1<PAGE>
transferred to NCRI as "excluded subsidiaries" ("Excluded
Subsidiaries") under the Stock Purchase Agreement pending receipt
of the Requisite Consents.
Due to the inability to obtain the Requisite Consents to
purchase the Excluded Subsidiaries, pursuant to a Second
Amendment to Stock Purchase and Sale Agreement dated as of
January 1, 1995 ("Second Amendment"), EI agreed to purchase
instead certain of NCRI's interests in the Syracuse Project in
lieu of purchasing the Excluded Subsidiaries as originally
contemplated by the Stock Purchase Agreement. Accordingly, on
January 1, 1995 following the receipt of the requisite consents
to effect such transaction, NCP, among other things, acquired
from SII, a wholly-owned subsidiary of NCRI, pursuant to an
Assignment Agreement dated as of January 1, 1995 ("Assignment
Agreement"), the right to receive distributions ("Distributions")
with respect to a 20.01% limited partner interest in SOP (which
interest is subject to increase in accordance with the terms of
the SOP partnership agreement upon the occurrence of specified
"flip" events). NCRI has agreed to issue to NCP, subject to
receipt of a Commission order authorizing its acquisition, a
promissory note ("Note") to evidence NCP's right to receive
Distributions in respect of such partnership interest.
Accordingly, NCP now requests authorization to acquire the
Note from NCRI. The Note has an initial principal balance of
$2,722,500 and is payable in installments with a final maturity
of December 31, 2032. The Note bears interest at the rate of
2<PAGE>
10.6% per annum, which interest compounds monthly to the extent
not paid. Since the Note evidences NCP's right to receive
Distributions, principal and interest are payable under the Note
only if and to the extent that SII receives Distributions from
SOP. (Payments by NCRI under the Note discharge SII's obligation
to pay the related Distributions to NCP under the Assignment
Agreement).
NCRI's obligations under the Note and SII's obligations
under the Assignment Agreement are secured by a security interest
in SII's partnership interest in SOP pursuant to a Security
Agreement dated as of January 1, 1995.
The Application and any amendments thereto are available for
public inspection through the Commission's Office of Public
Reference. Interested persons wishing to comment or request a
hearing should submit their views in writing by _______________,
1995 to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the applicant at the
address specified above. Proof of service (by affidavit, or in
case of an attorney at law, by certificate) should be filed with
the request. Any request for a hearing shall identify
specifically the issues of fact or law that are disputed. A
person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in
this matter. After said date, the Application, as it may be
amended, may be granted.
Jonathan G. Katz
Secretary
3<PAGE>
Financial Statements
Item 6(b) 1
Page 1 of 4
NCP ENERGY, INC.
BALANCE SHEETS
ACTUAL AND PRO FORMA
AT SEPTEMBER 30, 1994
(IN THOUSANDS)
<TABLE>
Actual Adjustments
(Unaudited) (See Page 4) Pro forma
ASSETS
<S> <C> <C> <C>
Property and equipment $ 20 $ (20) $ -
Investment in partnership - 373 373
Investment in subsidiaries 35 922 (35 922) -
Total $ 35 922 $(35 549) $ 373
Current Assets:
Cash & temporary investments 7 (7) -
Accounts receivable 74 (74) -
Prepayments & deposits 14 (14) -
Total 95 (95) -
Non-current Assets:
Intangible assets - 2 600 2 600
Notes receivable - 2 722 2 722
Long term receivables from
partnerships 2 128 (2 128) -
Total 2 128 3 194 5 322
Total Assets $ 38 165 $(32 470) $ 5 695<PAGE>
</TABLE>
Financial Statements
Item 6(b) 1
Page 2 of 4
NCP ENERGY, INC.
BALANCE SHEETS
ACTUAL AND PRO FORMA
AT SEPTEMBER 30, 1994
(IN THOUSANDS)
<TABLE>
Actual Adjustments
(Unaudited) (See Page 4) Proforma
LIABILITIES AND STOCKHOLDERS EQUITY
<S> <C> <C> <C>
Stockholders Equity
Paid in capital 37 912 (32 217) 5 695
Accumulated deficit (610) 538 (72)
Total 37 302 (31 679) 5 623
Current Liabilities:
Accounts payable 49 - 49
Taxes accrued 23 - 23
Total 72 - 72
Non-current Liabilities:
Advances due to parent 545 (545) -
Reserve for equipment disposal 246 (246) -
Total 791 (791) -
Total Liabilities and
Stockholders Equity $ 38 165 $(32 470) $ 5 695<PAGE>
</TABLE>
Financial Statements
Item 6(b) 1
Page 3 of 4
NCP ENERGY, INC.
STATEMENTS OF OPERATIONS
ACTUAL AND PRO FORMA
FOR THE PERIODS JUNE 13 - SEPTEMBER 30, 1994
(IN THOUSANDS)
<TABLE>
Actual Adjustments
(Unaudited) (See Page 4) Pro forma
<S> <C> <C> <C>
Operating Revenues $ 245 $ (245) $ -
Operating Expenses:
Operation and maintenance 140 (91) 49
Taxes other than income 10 (10) -
Total 150 (101) 49
Net Operating Income 95 (144) -
Other Income and Deductions:
Equity in losses of
subsidiaries (672) 672 -
Total (672) 672 -
Income Before Income Taxes (577) 528
(49)
Income tax expense 33 (10) 23
Net Income (Loss) $ (610) $ 538 $ (72)
Accumulated Deficit:
Balance at Beginning of Period $ - $ $ -
Net Income (Loss) (610) 538 (72)
Balance at End of Period $ (610) $ 538 $ (72)<PAGE>
</TABLE>
Financial Statements
Item 6(b) 1
Page 4 of 4
NCP ENERGY INC.
PRO FORMA ADJUSTMENTS
AT SEPTEMBER 30, 1994
(IN THOUSANDS)
<TABLE>
(1)
<S> <C> <C>
Investment in Syracuse Orange Partners L.P. $ 373
Notes Receivable 2,722
Intangible assets (management agreement) 2,600
Paid in Capital $ 5,695
<FN>
To reflect the proposed investment by NCP Energy, Inc. in a 4.9% limited
partnership interest in Syracuse Orange Partners L.P., acquisition of a note
and consideration for the Syracuse Management Agreement.
(2)
<S> <C> <C>
Reserve for equipment disposal $ 246
Paid in Capital 37,912
Operating revenue 245
Advances due parent 545
Property, plant & equipment, net $ 20
Investment in subsidiaries 35,922
Cash and temporary investments 7
Prepayments and deposits 14
Long term receivable from partnerships 2,128
Accounts receivable 74
O&M expense 91
Taxes other than income 10
Equity in subsidiary losses 672
Income tax expense 10
<FN>
To reflect the proposed distribution of NCP Energy, Inc. assets to Energy
Initiatives, Inc. pursuant to SEC File No. 70-8533.
</TABLE>
<PAGE>
