SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
Electric City Corp.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
284868106
(CUSIP Number)
John L. Harrison
EP Power Finance, L.L.C.
1001 Louisiana Street
Houston, Texas 77002
(713) 420-2600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 17, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or
204.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See ss. 240.13d-
7(b) for other parties to whom copies are to be sent.
The remainder of the cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 284868106 Schedule 13D/A
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(1) Names of Reporting Persons
EP Power Finance, L.L.C.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
See Items 5 and 6
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
WC (See Item 3)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
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(6) Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 6,403,621
Beneficially -------------------------------
Owned by 8. Shared Voting Power
Each -------------------------------
Reporting 9. Sole Dispositive Power
Person With 6,403,621
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10. Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,403,621
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |X|
See (2) above and Items 5 and 6
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(13) Percent of Class Represented by Amount in Row (11)
17.07% (1)
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(14) Type of Reporting Person (See Instructions)
OO
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1 Based on 31,196,378 shares issued and outstanding as of October 31,
2002 as disclosed in the Issuer's quarterly report on Form 10-QSB
for the quarter ended September 30, 2002.
This Amendment No. 1 is being filed by EP Power Finance, L.L.C. to amend
the Schedule 13D, including the statement attached thereto, originally
filed with the Securities and Exchange Commission on September 14, 2001
(the "Statement"). Unless specifically amended hereby, the disclosures
set forth in the Statement shall remain unchanged. Capitalized terms
used and not defined herein shall have the meanings attached to such
terms in the Statement.
Item 5 of the Statement is hereby amended and restated in its entirety
as follows:
Item 5. Interest in Securities of the Issuer.
(a) EP Power and the Additional Investors entered into the
Securities Purchase Agreement to acquire certain classes of the
Company's securities. Under the terms of the Securities Purchase
Agreement, EP Power purchased 400,000 shares of Convertible Preferred
Stock, warrants to purchase 100,000 shares of Convertible Preferred
Stock, 80,217 shares of Common Stock and warrants to purchase 750,000
shares of Common Stock.
On October 17, 2001, the Company, pursuant to its Directors' Stock
Option Plan, granted to each of its directors options to purchase shares
of Common Stock. In accordance with the policies of El Paso, the
Company granted to EP Power options to purchase 75,000 shares of Common
Stock that it would otherwise have granted to the EP Power board
designee. Options to purchase 25,000 shares of Common Stock vested on
October 17, 2001. Options to purchase another 25,000 shares of Common
Stock vested on January 1, 2002, and the remaining options to purchase
25,000 shares of Common Stock will vest on January 1, 2003.
On October 17, 2002, the Company, pursuant to its Directors' Stock
Option Plan, granted to each of its directors options to purchase shares
of Common Stock. In accordance with the policies of El Paso, the
Company granted to EP Power options to purchase 25,000 shares of Common
Stock that it would otherwise have granted to the EP Power board
designee. Options to purchase 8,334 shares of Common Stock vested on
October 17, 2002. Options to purchase another 8,333 shares of Common
Stock will vest on October 17, 2003, and the remaining options to
purchase 8,333 shares of Common Stock will vest on October 17, 2004.
In addition, the Company pays quarterly dividends on its
Convertible Preferred Stock to EP Power. Such dividends are paid in
shares of Convertible Preferred Stock. EP Power has received the
following dividends on the dates indicated: 6,778 shares of Convertible
Preferred Stock on September 30, 2001; 10,169 shares of Convertible
Preferred Stock on December 31, 2001; 10,424 shares of Convertible
Preferred Stock on March 31, 2002; 10,685 shares of Convertible
Preferred Stock on June 30, 2002; and 10,951 shares of Convertible
Preferred Stock on September 30, 2002.
Based on the initial conversion ratio for the Convertible
Preferred Stock (described below), EP Power is the beneficial owner of
6,403,621 shares of Common Stock. Of this total number of shares, EP
Power has a right to acquire 6,323,404 shares of Common Stock from the
exercise of the warrants to purchase Common Stock and Convertible
Preferred Stock, options to purchase Common Stock, and the conversion of
the Convertible Preferred Stock. Based on the 31,196,378 shares of
Common Stock issued and outstanding as of October 31, 2002, as disclosed
in the Company's quarterly report on Form 10-QSB for the quarter ended
September 30, 2002, EP Power may be deemed to beneficially own
approximately 17.07% of the outstanding Common Stock. EP Power disclaims
beneficial ownership of shares of Common Stock beneficially owned by the
Additional Investors and Newcourt Capital Securities, Inc. ("Newcourt").
Except as otherwise described herein, none of the controlling
members or members of the board of directors or executive officers of EP
Power and the controlling members named in Item 2 are the beneficial
owners of any shares of Common Stock purchased or to be purchased by EP
Power.
(b) EP Power has the sole power to vote and direct the vote or to
dispose or direct the disposition of 6,403,621 shares of Common Stock
on an as converted basis. EP Power disclaims beneficial ownership of
shares of Common Stock beneficially owned by the Additional Investors
and Newcourt.
No controlling member or member of the board of directors or
executive officer of EP Power or a controlling member named in Item 2
has the sole power to vote or direct the vote or dispose or direct the
disposition of any shares of Common Stock purchased or to be purchased
by EP Power.
(c) See Item 6 below.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock purchased or to be purchased by EP Power.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: December 13, 2002 EP POWER FINANCE, L.L.C.
By: /s/ John L. Harrison
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John L. Harrison,
Senior Vice President and
Chief Financial Officer