Amendment No. 1 to
SEC File No. 70-8561
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>
NCP hereby amends its Application on Form U-1, docketed in
SEC File No. 70-8561, 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 4,000
Miscellaneous 5,000
Total $16,000
2. By deleting Exhibits A-1 and A-2 and filing the
following exhibits in Item 6 thereof:
(a) Exhibits:
F-1 Opinion of Berlack, Israels & Liberman.
F-2 Opinion of Morrison & Foerster.
27 Financial Data Schedule.
1<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: March 14, 1995<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1 - Opinion of Berlack, Israels & Liberman
F-2 - Opinion of Morrison & Foerster
27 - Financial Data Schedule
<PAGE>
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN)
Exhibit F-1
March 14, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: NCP Energy, Inc.
Application on Form U-1
SEC File No. 70-8561
Dear Sirs:
We have examined the Application on Form U-1, dated January
27, 1995, under the Public Utility Holding Company Act of 1935
("Act"), filed by NCP Energy, Inc., a California corporation,
with the Securities and Exchange Commission ("Commission"), and
docketed by the Commission in SEC File No. 70-8561, as to amended
by Amendment No. 1 thereto, dated this date, of which this
opinion is to be a part. (The Application, as thus to be
amended, is hereinafter referred to as the "Application").
The Application contemplates, among other things, the
acquisition by NCP from North Canadian Resources, Inc. ("NCRI")
of a promissory note issued by NCRI ("Note") in the initial
principal amount of $2,722,500. The Note is payable in
installments with a final maturity of December 31, 2032, and
bears interest at the rate of 10.6% per annum. The Note
evidences NCP's right to receive distributions in respect of the
limited partnership interest in Syracuse Orange Partners, L.P.
("SOP") owned by a subsidiary of NCRI and, accordingly, is
payable only to the extent such subsidiary receives distributions
from SOP.
We have examined copies, signed, certified or otherwise
proven to our satisfaction, of the articles of incorporation and
by-laws of 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
March 14, 1995
Page 2
We have been counsel to General Public Utilities Corporation
("GPU") and to its subsidiaries, including Energy Initiatives,
Inc., the parent of NCP, 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
Application.
Based upon and subject to the foregoing, and assuming that
the transactions therein proposed are carried out in accordance
with the Application, we are of the opinion that when the
Commission shall have entered an order granting the Application,
(a) all State laws applicable to the proposed
transactions will have been complied with,
(b) NCP will legally acquire the Note, and
(c) the consummation of the transactions proposed
in the Application will not violate the legal rights of
the holders of any securities issued by NCP or any
"associate company" thereof, as defined in the Act.
We express no opinion as to compliance with or the effect of
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 Application 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
March 14, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: NCP Energy, Inc.
Application on Form U-1
SEC File No. 70-8561
Ladies and Gentlemen:
We have examined the Application on Form U-1, dated
January 27, 1995, under the Public Utility Holding Company Act of
1935 (the "Act"), filed by NCP Energy, Inc., a California
corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission"), and docketed by the Commission in
SEC File No. 70-8561, as amended by Amendment No. 1 thereto,
dated this date, of which this opinion is to be a part. (The
Application, as thus to be amended, is hereinafter referred to as
the "Application").
The Application contemplates the acquisition by the
Company from North Canadian Resources, Inc. ("NCRI") of a
promissory note issued by NCRI (the "Note") in the initial
principal amount of $2,722,500. The Note is payable in
installments with a final maturity of December 31, 2032, and
bears interest at the rate of 10.6% per annum. The Note
evidences the Company's right to receive distributions in respect
of the limited partnership interest in Syracuse Orange Partners,
L.P. ("SOP") owned by a subsidiary of NCRI and, accordingly, is
payable only to the extent such subsidiary receives distributions
from SOP.
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
March 14, 1995
Page 2
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, without independent verification,
that (i) the Note will be acquired in accordance with the
Application and (ii) all California laws applicable to NCRI, its
issuance of the Note and its consummation of the transactions
relating thereto have been complied with.
Based upon and subject to the foregoing, we are of the
opinion that (a) all California laws presently in effect that are
applicable to the Company's acquisition of the Note will have
been complied with upon such acquisition, and (b) upon such
acquisition, the Company will legally acquire the Note.
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 (i) compliance with or the effect of 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, (ii) any aspects of the Company's acquisition of
interests in SOP other than the acquisition by the Company of the
Note, or (iii) as to the enforceability under California law of
the Note.
We hereby consent to the filing of this opinion as an
exhibit to the Application 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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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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