0000950109-01-503582.txt : 20011008 0000950109-01-503582.hdr.sgml : 20011008 ACCESSION NUMBER: 0000950109-01-503582 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010917 GROUP MEMBERS: CIT HOLDINGS (NV) INC. GROUP MEMBERS: NEWCOURT CAPITAL SECURITIES, INC. GROUP MEMBERS: NEWCOURT CAPITAL USA INC. GROUP MEMBERS: THE CIT GROUP INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRIC CITY CORP CENTRAL INDEX KEY: 0001065860 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 364197337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58763 FILM NUMBER: 1739097 BUSINESS ADDRESS: STREET 1: 1280 LANDMEIR ROAD CITY: ELK GROVE STATE: IL ZIP: 60007 BUSINESS PHONE: 8474371666 MAIL ADDRESS: STREET 1: 1280 LANDMEIR ROAD CITY: ELK GROVE STATE: IL ZIP: 60007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] STATE OF INCORPORATION: D0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 90 PITTS BAY ROAD STREET 2: THE ZURICH CENTRE SECOND FLOOR CITY: PEMROKE HM 08 BERMU STATE: D0 BUSINESS PHONE: 4412928674 MAIL ADDRESS: STREET 1: C/O TYCO INTERNATIONAL (US) INC STREET 2: ONE TYCO PARK CITY: EXETER STATE: NH ZIP: 03833 FORMER COMPANY: FORMER CONFORMED NAME: ADT LIMITED DATE OF NAME CHANGE: 19930601 SC 13D/A 1 dsc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 ELECTRIC CITY CORP. ------------------- (Name of Issuer) Common Stock, $0.0001 per share par value ----------------------------------------- (Title of Class of Securities) 284868 10 6 ----------- (CUSIP Number) Mark H. Swartz Executive Vice President Tyco International Ltd. The Zurich Centre, Second Floor 90 Pitts Bay Road Pembroke HM 08, Bermuda (441) 292-8674 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With copies to: Meredith B. Cross Fati Sadeghi Wilmer, Cutler & Pickering Senior Corporate Counsel 2445 M Street, N.W. Tyco International (US) Inc. Washington, D.C. 20037 One Tyco Park (202) 663-6000 Exeter, NH 03833 (603) 778-9700 --------------------------- September 7, 2001 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedules, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this 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). AMENDMENT NO.1 TO SCHEDULE 13D =============================================================================== CUSIP NO. 284868 10 6 Page 2 of 13 Pages ------------ ------------------------------------------------------------------------------ NAME OF REPORTING PERSON Tyco International Ltd. 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Not applicable ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 AF ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 5 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Bermuda ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 9,145,047** ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 9,145,047** ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 9,145,047** ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [_] 12 ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 22.8%** ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO ============================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION **SEE ITEM 5 OF THIS AMENDMENT NO. 1 TO SCHEDULE 13D AMENDMENT NO. 1 TO SCHEDULE 13D =============================================================================== CUSIP NO. 284868 10 6 Page 3 of 13 Pages ------------ ------------------------------------------------------------------------------ NAME OF REPORTING PERSON CIT Holdings (NV) Inc. 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 65-1051192 ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 AF ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 5 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Nevada ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 9,145,047** ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 9,145,047** ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 9,145,047** ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [_] 12 ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 22.8%** ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO ============================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION **SEE ITEM 5 OF THIS AMENDMENT NO. 1 TO SCHEDULE 13D AMENDMENT NO.1 TO SCHEDULE 13D =============================================================================== CUSIP NO. 284868 10 6 Page 4 of 13 Pages ------------ ------------------------------------------------------------------------------ NAME OF REPORTING PERSON The CIT Group Inc. 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 65-1051227 ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 AF ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 5 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Nevada ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 9,145,047** ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 9,145,047** ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 9,145,047** ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [_] 12 ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 22.8%** ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO ============================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION **SEE ITEM 5 OF THIS AMENDMENT NO. 1 TO SCHEDULE 13D AMENDMENT NO. 1 TO SCHEDULE 13D =============================================================================== CUSIP NO. 284868 10 6 Page 5 of 13 Pages ------------ ------------------------------------------------------------------------------ NAME OF REPORTING PERSON Newcourt Capital USA Inc. 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 36-3871861 ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 5 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 9,145,047** ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 9,145,047** ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 9,145,047 ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES [_] 12 ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 22.8%** ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO ============================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION **SEE ITEM 5 OF THIS AMENDMENT NO. 1 TO SCHEDULE 13D AMENDMENT NO. 1 TO SCHEDULE 13D =============================================================================== CUSIP NO. 284868 10 6 Page 6 of 13 Pages ------------ ------------------------------------------------------------------------------ NAME OF REPORTING PERSON Newcourt Capital Securities, Inc. 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-3897534 ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 5 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 3,314,830** ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 3,314,830** ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 9,145,047** ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [_] 12 ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 22.8%** ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO ============================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION **SEE ITEM 5 OF THIS AMENDMENT NO. 1 TO SCHEDULE 13D AMENDMENT NO. 1 TO SCHEDULE 13D Each of the Items of this Schedule is hereby amended in its entirety. Item 1. Security and Issuer This schedule relates to the beneficial ownership of shares of common stock, $0.0001 par value per share ("Common Stock"), of Electric City Corp., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 1280 Landmeier Road, Elk Grove Village, IL 60007. The summary descriptions of certain agreements and documents contained in this Amendment No. 1 to Schedule 13D are qualified in their entirety by reference to the complete texts of such agreements and documents, which are filed as exhibits hereto and incorporated herein by reference. Item 2. Identity and Background (a) - (c) Tyco International Ltd. ("Tyco"), a Bermuda company, is a diversified manufacturing and service company that, through its subsidiaries: . designs, manufactures and distributes electrical and electronic components and multi-layer printed circuit boards; . designs, manufactures and distributes disposable medical supplies and other specialty products; . designs, manufactures, installs and services fire detection and suppression systems, installs, monitors and maintains electronic security systems and designs, manufactures, distributes and services specialty valves; . designs, engineers, manufactures, installs, operates and maintains undersea cable communications systems; and . offers vendor, equipment, commercial, factoring, consumer and structured financing and leasing capabilities through its indirect wholly-owned subsidiary, The CIT Group, Inc. ("CIT"), acquired on June 1, 2001. Tyco's registered offices are located at The Zurich Centre, Second Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda. The executive offices of Tyco's principal United States subsidiaries are located at One Tyco Park, Exeter, New Hampshire 03833. CIT Holdings (NV) Inc. ("CIT Holdings"), a Nevada corporation, is a direct wholly-owned subsidiary of Tyco that owns all of the capital stock of CIT, a Nevada corporation. CIT owns all of the capital stock of Newcourt Capital USA Inc. ("Newcourt"), a Delaware corporation, and Newcourt owns all of the capital stock of Newcourt Capital Securities, Inc. ("Newcourt Securities"), a Delaware corporation and a registered broker-dealer. The address of the executive offices of CIT Holdings is One Tyco Park, Exeter, New Hampshire 03833. The address of the executive offices of CIT, Newcourt and Newcourt Securities is 1211 Avenue of the Americas, New York, NY 10036. The principal business of CIT Holdings, CIT, Newcourt and Newcourt Securities is commercial finance. Tyco, CIT Holdings, CIT, Newcourt and Newcourt Securities are referred to collectively as the "Reporting Persons." In addition, the Reporting Persons may be deemed to be members of a group, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with EP Power Finance, L.L.C., Morgan Stanley Dean Witter Equity Funding, Inc., Originators Investment Plan, L.P. and Duke Capital Partners, LLC (collectively, the "Other Investors") by virtue of the Investors Rights Agreement, Stockholders Agreement and Stock Trading Agreement described below. The Reporting Persons disclaim beneficial ownership of the Company securities owned by the Other Investors and have determined to file this Amendment separately from the Other Investors. The name, business address and present principal occupation or employment of each of the executive officers and directors of Tyco, CIT Holdings, CIT, Newcourt and Newcourt Securities are set forth on Schedules I, II, III, IV and V annexed hereto (the "Schedules"), respectively, which are incorporated herein by reference. (d) - (e) During the last five years, none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons listed on the Schedules hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Except as indicated on the Schedules, each natural person identified is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration On April 18, 2001, Newcourt obtained a warrant to purchase 1,700,000 shares of the Company's Common Stock (the "Warrant") at an exercise price of $2.50 per share as partial consideration in connection with Newcourt's agreement to loan the Company up to $2,000,000 pursuant to the Convertible Senior Subordinated Promissory Note and Warrant Purchase Agreement, dated as of April 18, 2001, by and between Newcourt and the Company (the "Purchase Agreement"). Upon issuance, the Warrant became immediately exercisable and would expire on April 18, 2004. Pursuant to the First Amendment to Convertible Senior Subordinated Promissory Note and Warrant Purchase Agreement, dated as of July 31, 2001 (the "First Amendment"), Newcourt surrendered the Warrant. Also on July 31, 2001, the Company issued a note to Newcourt in the principal amount of $1,200,000 (the "Bridge Note") pursuant to the First Amendment, which, among other changes, increased the aggregate principal amount available for borrowings under the Purchase Agreement from $2,000,000 to $3,200,000. The source of funds for the loans was Newcourt's working capital. Newcourt and the Other Investors entered into the Securities Purchase Agreement, dated as of July 31, 2001, with the Company (the "Securities Purchase Agreement") to acquire certain classes of the Company's securities. The transactions contemplated by the Securities Purchase Agreement were consummated on September 7, 2001. Under the terms of the Securities Purchase Agreement, Newcourt purchased $4,000,000 of the Company's securities as described more fully below. The funds for the purchase of the securities pursuant to the Securities Purchase Agreement came from the cancellation of $3,200,000 of the Company's debt to Newcourt and the remainder came from the conversion of fees owed by the Company to Newcourt Securities, as partial consideration for Newcourt Securities' services as placement agent in connection with the Securities Purchase Agreement. On July 31, 2001, Newcourt Securities received warrants to purchase 3,314,830 shares of the Company's Common Stock (the "Placement Agent Warrants") at an exercise price of $1.00 per share as partial consideration for Newcourt Securities' services as placement agent in connection with the Securities Purchase Agreement and the Bridge Note. The Placement Agent Warrants are exercisable from November 6, 2001 through September 7, 2008. It is anticipated that the funds for the exercise of the Placement Agent Warrants will be provided by Newcourt Securities' working capital and that the source of funds for the exercise of the warrants issued under the Securities Purchase Agreement will be Newcourt's working capital. Item 4. Purpose of Transaction Newcourt acquired for investment purposes $4,000,000 of the Company's Convertible Preferred Stock, warrants to purchase shares of Convertible Preferred Stock, shares of Common Stock and warrants to purchase shares of Common Stock pursuant to the Securities Purchase Agreement. Newcourt Securities received the Placement Agent Warrants as partial consideration for its services as placement agent in connection with the Securities Purchase Agreement and the Bridge Note. Newcourt Securities also received cash compensation for its services, which was used as a credit against Newcourt's $4,000,000 purchase price under the Securities Purchase Agreement. The Company's board of directors is currently comprised of eight members. Under the terms of the Securities Purchase Agreement, holders of the Convertible Preferred Stock have the right to elect up to four additional directors, at which time the Company's board of directors will consist of 12 directors. Newcourt has the right to elect one director of the Company. The Reporting Persons expect to evaluate on a continuing basis their goals and objectives and general economic and equity market conditions, as well as the Company's business operations and prospects. Based on such evaluations, from time to time in the future, Newcourt may (1) convert the Convertible Preferred Stock into Common Stock, (2) exercise the warrants to purchase the Convertible Preferred Stock, and subsequently convert such stock into Common Stock, or (3) exercise the warrants to purchase Common Stock for investment purposes. Newcourt Securities may exercise the Placement Agent Warrants and the Reporting Persons may otherwise make additional purchases of the Company's Common Stock. The Reporting Persons may, subject to the Investor Rights Agreement and the Stock Trading Agreement (defined below), from time to time sell all or a portion of the Common Stock that they now hold either in private placements, in the open market pursuant to Rule 144, to the extent such rule is available for such sales, or otherwise in conformance with the federal securities laws. Except as set forth above, none of the Reporting Persons, nor, to the best knowledge of each Reporting Person, any of the persons named in the Schedules to this document, has any plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons, however, may at any time and from time to time, review or reconsider their position with respect to any of such matters. Item 5. Interest in Securities of the Issuer (a) As of September 7, 2001, the Reporting Persons beneficially owned (or are deemed solely for purposes of Section 13(d)(3) of the Exchange Act to beneficially own), directly or indirectly, an aggregate of 9,145,047 shares of Common Stock, representing approximately 22.8% of the number of shares of Common Stock outstanding on August 13, 2001, plus the number of shares of Common Stock that the Reporting Persons have the right to acquire within 60 days and the 240,651 shares of Common Stock that the Other Investors acquired on September 7, 2001. (b) Assuming full exercise and conversion, as applicable, of the securities issued to Newcourt under the Securities Purchase Agreement and full exercise of the Placement Agent Warrants by Newcourt Securities, Tyco, CIT Holdings and CIT share voting and dispositive power with Newcourt as to 5,830,217 shares of Common Stock owned by Newcourt and with Newcourt and Newcourt Securities as to 3,314,830 shares of Common Stock owned by Newcourt Securities. Newcourt Securities has no voting or dispositive power as to Common Stock owned by Newcourt. The Reporting Persons disclaim beneficial ownership of the 17,490,651 shares of Common Stock beneficially owned by the Other Investors. The filing of this Amendment shall not be construed as an admission that the Reporting Persons are the beneficial owners of the Common Stock beneficially owned by the Other Investors or that the Reporting Persons and any of such Other Investors constitute such a person or group. The Reporting Persons are not responsible for the accuracy of any information filed by any of the Other Investors. (c) Except as set forth above, there are no other transactions that were effected during the last 60 days by the Reporting Persons with respect to shares of Common Stock. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Company and Newcourt Securities previously entered into arrangements under which Newcourt Securities served as the Company's placement agent with respect to the Securities Purchase Agreement and a proposed private placement to an additional investor for aggregate proceeds of $4,000,000 of the Company's Convertible Preferred Stock and warrants to purchase Convertible Preferred Stock (the "Additional Investment"). Pursuant to these arrangements, Newcourt Securities (1) received the Placement Agent Warrants; (2) received a fee equal to 5% of the aggregate gross proceeds received by the Company in connection with the Securities Purchase Agreement; (3) will receive a fee equal to 5% of the aggregate proceeds from the Additional Investment, if consummated; and (4) will receive a fee equal to 5% of the aggregate gross proceeds from the exercise of any warrants to purchase the Convertible Preferred Stock. On July 31, 2001, the Company issued warrants to Newcourt Securities to purchase 3,314,830 shares of Common Stock. The warrants are exercisable from November 6, 2001 through September 7, 2008 at an exercise price of $1.00 per share. On July 31, 2001, Newcourt and the Other Investors entered into the Securities Purchase Agreement with the Company. The transactions contemplated by the Securities Purchase Agreement were consummated on September 7, 2001. Pursuant to the terms of the Securities Purchase Agreement, Newcourt and the Other Investors collectively purchased $16,000,000 in aggregate amount of the Company's Convertible Preferred Stock, warrants to purchase Convertible Preferred Stock, shares of the Common Stock and warrants to purchase Common Stock. Newcourt purchased for $4,000,000 the following securities: . 400,000 shares of Convertible Preferred Stock; . warrants to purchase 100,000 shares of Convertible Preferred Stock at an initial exercise price of $10.00 per share; . 80,217 shares of Common Stock; and . warrants to purchase 750,000 shares of Common Stock at an initial exercise price of $1.00 per share. The Convertible Preferred Stock is convertible beginning on November 6, 2001 into shares of Common Stock at the option of the holder as determined by dividing $10.00 by the conversion price, which has been initially set at $1.00, multiplied by each share of Convertible Preferred Stock, subject to adjustments as set forth in the Securities Purchase Agreement. Based on the initial conversion ratio, Newcourt has the right to acquire 5,000,000 shares of Common Stock as a result of the conversion of the Convertible Preferred Stock and the exercise of the warrants to purchase Convertible Preferred Stock that it will receive upon the closing of the transaction. Each outstanding share of Convertible Preferred Stock will be entitled to dividends at a rate of 10% per year of its stated value, which is $10.00. The Company may pay dividends in cash or additional shares of Convertible Preferred Stock until the first dividend payment that occurs after three years following the initial issuance of the Convertible Preferred Stock. After that date, dividends must be paid in cash and the dividend rate increases 0.5% every six months to a maximum rate of 15% per year. Pursuant to the terms of the Convertible Preferred Stock, Newcourt and the Other Investors have the right to elect up to four directors of the twelve-member board of directors, subject to decrease depending on the number of shares of Convertible Preferred Stock outstanding. Depending on the number of shares of Convertible Preferred Stock outstanding, the holders will also have special approval rights to approve certain matters in which the Company proposes to engage. In connection with the Securities Purchase Agreement, the Company entered into certain ancillary agreements -- the Investor Rights Agreement, the Stockholders Agreement and the Stock Trading Agreement. Under the terms of the Investor Rights Agreement, dated as of July 31, 2001 (the "Investor Rights Agreement"), which became effective on September 7, 2001, the Other Investors, Newcourt and Newcourt Securities have the right to require the Company to register the shares of Common Stock received directly or indirectly pursuant to the Securities Purchase Agreement or the Common Stock to be received by Newcourt Securities upon exercise of the Placement Agent Warrants. The Other Investors, Newcourt and Newcourt Securities, as a group, have the right to demand an aggregate of four registrations representing at least $5 million of market value. The Other Investors, Newcourt and Newcourt Securities are also entitled to customary "piggyback" registration rights. Under the Investors Rights Agreement, the Other Investors, Newcourt and Newcourt Securities have a right of first offer with respect to future sales by the Company of its capital stock to permit such parties to maintain their percentage ownership interests. On July 31, 2001, the Other Investors, Newcourt and the Company entered into the Stockholders Agreement (the "Stockholders Agreement"), which became effective on September 7, 2001. Under the Stockholders Agreement, each investor has the right to designate one member of the board of directors and to have a representative attend all meetings of the board of directors as a board observer so long as it holds at least 200,000 shares of Convertible Preferred Stock. For purposes of this agreement, Morgan Stanley Dean Witter Equity Funding, Inc. and Originators Investment Plan, L.P. are counted as one investor. Additionally, the Other Investors, Newcourt and the Company have agreed that for so long as an investor owns at least 2,000,000 shares of Common Stock, subject to adjustments, a representative of such investor is entitled to attend all meetings of the board of directors as an observer if such investor does not have a designated board member. Each investor also agrees that if it converts more than 50% of the Convertible Preferred Stock it purchased under the Securities Purchase Agreement, it will, at the request of the Company, convert the remainder of its Convertible Preferred Stock. On July 31, 2001, the Other Investors, Newcourt, Newcourt Securities and certain officers of the Company entered into the Stock Trading Agreement (the "Stock Trading Agreement"), which limits their ability to sell Common Stock into the public market. The Stock Trading Agreement became effective on September 7, 2001. Until the Company has completed a qualified primary offering, as set forth in the Stock Trading Agreement, the parties to the Stock Trading Agreement may not sell their shares of Common Stock without complying with the sale restrictions set forth in such agreement. If the Company does not complete a qualified public offering within 18 months after September 7, 2001, the parties may sell their shares subject only to certain trading volume and block sale limitations set forth in the Stock Trading Agreement. Each party to the Stock Trading Agreement and the Company has a right of first offer if any other party to the Stock Trading Agreement intends to sell its shares in a private transaction. The Stock Trading Agreement will terminate on September 7, 2004. However, if a qualified primary offering is completed within three years after the Stock Trading Agreement became effective, the Stock Trading Agreement will terminate 18 months after the completion of the qualified primary offering. Except as set forth above, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits EXHIBIT NO. DESCRIPTION 1. Joint Filing Agreement. 2. Securities Purchase Agreement, dated as of July 31, 2001, by and among Electric City Corp., Newcourt Capital USA Inc., Duke Capital Partners, LLC, Morgan Stanley Dean Witter Equity Funding, Inc., Originators Investment Plan, L.P. and EP Power Finance, L.L.C.* 3. Form of Warrant Certificate to Purchase Shares of Series A Preferred Stock, Par Value $0.01 Per Share, of Electric City Corp. (incorporated by reference to Exhibit D to Exhibit 2 hereto) 4. Form of Warrant Certificate to Purchase Shares of Common Stock, Par Value $0.0001 Per Share, of Electric City Corp. (incorporated by reference to Exhibit E to Exhibit 2 hereto) 5. Investor Rights Agreement, dated as of July 31, 2001, by and among Electric City Corp. and the Parties set forth on Schedule I thereto.* 6. Stockholders Agreement, dated as of July 31, 2001, by and among Electric City Corp. and the Parties set forth on Schedule I thereto.* 7. Stock Trading Agreement, dated as of July 31, 2001, by and among Electric City Corp., Newcourt Capital Securities, Inc., Newcourt Capital USA Inc., EP Power Finance, L.L.C., Morgan Stanley Dean Witter Equity Funding, Inc., Originators Investment Plan, L.P., Duke Capital Partners, LLC and each of the Members of Management of Electric City Corp.* 8. Placement Agent Warrant Certificate to Purchase 3,314,830 Shares of Common Stock, Par Value $0.0001 Per Share, of Electric City Corp., dated as of July 31, 2001, by and between Electric City Corp. and Newcourt Capital Securities, Inc.* ______________ * Filed as an Exhibit by the Company in its Quarterly Report on Form 10-QSB for the Period Ended June 30, 2001 filed on August 13, 2001. SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. TYCO INTERNATIONAL LTD. Date: September 17, 2001 By: /s/ MARK H. SWARTZ -------------------------------- Name: Mark H. Swartz Title: Executive Vice President and Chief Financial Officer CIT HOLDINGS (NV) INC. Date: September 17, 2001 By: /s/ MARK H. SWARTZ -------------------------------- Name: Mark H. Swartz Title: Vice President THE CIT GROUP, INC. Date: September 17, 2001 By: /s/ JOSEPH M. LEONE -------------------------------- Name: Joseph M. Leone Title: Executive Vice President and Chief Financial Officer NEWCOURT CAPITAL USA INC. Date: September 17, 2001 By: /s/ KAREN SCOWCROFT -------------------------------- Name: Karen Scowcroft Title: Vice President NEWCOURT CAPITAL SECURITIES, INC. Date: September 17, 2001 By: /s/ DANIEL M. MORASH -------------------------------- Name: Daniel M. Morash Title: Managing Director SCHEDULE I EXECUTIVE OFFICERS AND DIRECTORS OF TYCO INTERNATIONAL LTD.

Present Principal Name and Current Business Occupation Position Held Address or Employment L. Dennis Kozlowski One Tyco Park Chairman of the Board, Chairman of the Board, Exeter, NH 03833 President and Chief President and Executive Officer of Tyco Chief Executive Officer Lord Michael A. Carlisle Holdings Limited Chairman of Carlisle Ashcroft KCMG 60 Market Square Holdings Limited Director (citizen of Great Belize City, Belize Britain and Belize) Joshua M. Berman One Town Center Road Director and Vice Director and Vice President Boca Raton, FL 33486 President of Tyco Richard S. Bodman VMS Group Managing General Partner Director 2 Wisconsin Circle of VMS Group Suite 610 Chevy Chase, MD 20815 John F. Fort, III 1323 North Boulevard Chairman of the Board Director Houston, TX 77006 of Insilco Corp.

Stephen W. Foss Foss Manufacturing Chairman and Chief Director Company, Inc. Executive Officer of 380 Lafayette Road Foss Manufacturing Hampton, NH 03842 Company, Inc. Wendy E. Lane Lane Holdings, Inc. Chairman of Lane Director 348 Grove Street Holdings, Inc. Needham, MA 02492 James S. Pasman, Jr. One Tyco Park Director of CSAM Director Exeter, NH 03833 Income Fund, Inc. and CSAM Strategic Global Income Fund, Inc.; Trustee of Deutsche Bank VIT Funds and Director of approximately 50 funds in the Warburg Pincus Funds Complex and the Credit Suisse International Funds Complex W. Peter Slusser Slusser Associates, Inc. President of Slusser Director One Citicorp Center Associates, Inc. Suite 5100 153 East 53rd Street New York, NY 10022 Mark H. Swartz One Tyco Park Executive Vice President Executive Vice President, Exeter, NH 03833 and Chief Financial Chief Financial Officer Officer of Tyco and Director Frank E. Walsh, Jr. Sandy Hill Foundation Chairman of Sandy Hill Foundation Director 330 South Street Morristown, NJ 07962 Joseph F. Welch The Bachman Company President and Chief Executive Officer of Director 50 North Fourth Street The Bachman Company Reading, PA 19612 Mark A. Belnick One Tyco Park Executive Vice President and Chief Executive Vice President Exeter, NH 03833 Corporate Counsel of Tyco and Chief Corporate Counsel Jerry R. Boggess Three Tyco Park President of Tyco Fire and President of Tyco Fire and Exeter, NH 03833 Security Services Group Security Services Group Albert R. Gamper, Jr. The CIT Group, Inc. President and Chief Executive Officer of President and Chief Executive 1211 Avenue of the Americas The CIT Group, Inc. Officer of The CIT Group, Inc. New York, NY 10036 Neil R. Garvey TyCom Ltd. President and Chief Executive Officer of President and Chief Executive One Tyco Park TyCom Ltd. Officer of Exeter, NH 03833 TyCom Ltd. Juergen W. Gromer Postfach Carl Benz Str. President of Tyco Electronics President of Tyco Electronics 12-14 (citizen of the Federal 64625 Benshiem, Germany Republic of Germany) Richard J. Meelia One Tyco Park President of Tyco Healthcare President of Tyco Healthcare Exeter, NH 03833 Group Group SCHEDULE II EXECUTIVE OFFICERS AND DIRECTORS OF CIT HOLDINGS (NV) INC. Present Principal Occupation or Name and Position Held Current Business Address Employment L. Dennis Kozlowski Tyco International (US) Inc. Chairman of the Board, President and President and Director One Tyco Park Chief Executive Officer of Tyco Exeter, NH 03833 International Ltd. Mark H. Swartz Tyco International (US) Inc. Executive Vice President and Chief Vice President and Director One Tyco Park Financial Officer of Tyco International Exeter, NH 03833 Ltd. Mark A. Belnick Tyco International (US) Inc. Executive Vice President and Chief Vice President and Director One Tyco Park Corporate Counsel of Tyco International Exeter, NH 03833 Ltd. Mark D. Foley Tyco International (US) Inc. Senior Vice President, Finance of Tyco Vice President One Tyco Park International (US) Inc. Exeter, NH 03833 Irving Gutin Tyco International (US) Inc. Senior Vice President of Tyco Vice President One Tyco Park International (US) Inc. Exeter, NH 03833 J. Brad McGee The CIT Group, Inc. Executive Vice President and Chief Vice President 1211 Avenue of the Americas Administrative Officer of The CIT Group, New York, NY 10036 Inc. M. Brian Moroze Tyco International (US) Inc. General Counsel of Tyco International Secretary One Tyco Park (US) Inc. Exeter, NH 03833 Patty Prue Tyco International (US) Inc. Senior Vice President, Human Resources of Vice President One Tyco Park Tyco International (US) Inc. Exeter, NH 03833 Michael A. Robinson Tyco International (US) Inc. Senior Vice President and Corporate Treasurer One Tyco Park Treasurer of Tyco International (US) Inc. Exeter, NH 03833 Scott Stevenson Tyco International (US) Inc. Senior Vice President, Tax of Tyco Vice President and Assistant One Tyco Park International (US) Inc. Treasurer Exeter, NH 03833 Mark A. Whitney Tyco International (US) Inc. Senior Corporate Counsel, Business Vice President and Assistant One Tyco Park Development of Tyco International (US) Secretary Exeter, NH 03833 Inc. SCHEDULE III EXECUTIVE OFFICERS AND DIRECTORS OF THE CIT GROUP, INC.

Present Principal Occupation Name and Position Held Current Business Address or Employment L. Dennis Kozlowski Tyco International (US) Inc. Chairman of the Board, President and Chief Director One Tyco Park Executive Officer of Tyco International Ltd. Exeter, NH 03833 Albert R. Gamper, Jr. 1211 Avenue of the Americas President and Chief Executive Officer of The CIT Director, President and New York, NY 10036 Group, Inc. Chief Executive Officer Mark H. Swartz Tyco International (US) Inc. Executive Vice President and Chief Financial Director One Tyco Park Officer of Tyco International Ltd. Exeter, NH 03833 J. Brad McGee 1211 Avenue of the Americas Executive Vice President and Chief Director, Executive Vice New York, NY 10036 Administrative Officer of The CIT Group, Inc. President and Chief Administrative Officer Joseph M. Leone 1211 Avenue of the Americas Executive Vice President and Chief Financial Director, Executive Vice New York, NY 10036 Officer of The CIT Group, Inc. President and Chief Financial Officer Robert J. Ingato 1211 Avenue of the Americas Executive Vice President and General Counsel of Executive Vice President and New York, NY 10036 The CIT Group, Inc. General Counsel

SCHEDULE IV EXECUTIVE OFFICERS AND DIRECTORS OF NEWCOURT CAPITAL USA INC.

Present Principal Occupation Name and Position Held Current Business Address or Employment David D. McKerroll 1211 Avenue of the Americas President of Newcourt Capital USA Director and President of 22nd Floor Inc. and Group CEO of Structured Newcourt Capital USA Inc. and New York, NY 10036 Finance for CIT Group CEO of Structured Finance for CIT (citizen of Canada) J. Daryl MacLellan 1211 Avenue of the Americas Chief Operating Officer of Newcourt Director and Chief 22nd Floor Capital USA Inc. Operating Officer New York, NY 10036 (citizen of Canada) Daniel M. Morash 1211 Avenue of the Americas Managing Director of Newcourt Managing Director 22nd Floor Capital USA Inc. New York, NY 10036 John C. Wehner 1211 Avenue of the Americas Senior Vice President of Newcourt Senior Vice President 22nd Floor Capital USA Inc. New York, NY 10036 Robert Golding 1211 Avenue of the Americas Vice President of Newcourt Capital Vice President 22nd Floor USA Inc. New York, NY 10036

SCHEDULE V EXECUTIVE OFFICERS AND DIRECTORS OF NEWCOURT CAPITAL SECURITIES, INC.

Present Principal Occupation Name and Position Held Current Business Address or Employment David D. McKerroll 1211 Avenue of the Americas President of Newcourt Capital Director and President of 22nd Floor Securities, Inc. Newcourt Capital Securities, New York, NY 10036 Inc. (citizen of Canada) J. Daryl MacLellan 1211 Avenue of the Americas Chief Operating Officer of Newcourt Chief Operating Officer 22nd Floor Capital Securities, Inc. (citizen of Canada) New York, NY 10036 Murray A. Eastwood 1211 Avenue of the Americas Chief Credit Officer of Newcourt Chief Credit Officer 22nd Floor Capital Securities, Inc. (citizen of Canada) New York, NY 10036 Michael E. Stupay 1211 Avenue of the Americas Financial and Operations Principal of Financial and Operations 22nd Floor Newcourt Capital Securities, Inc. Principal New York, NY 10036 Johannes G.M. Derksen 1211 Avenue of the Americas Managing Director of Newcourt Capital Managing Director 22nd Floor Securities, Inc. (citizen of Holland) New York, NY 10036 Daniel M. Morash 1211 Avenue of the Americas Managing Director of Newcourt Capital Director and Managing 22nd Floor Securities, Inc. Director New York, NY 10036 Robert W. Sexton 1211 Avenue of the Americas Managing Director of Newcourt Capital Director and Managing 22nd Floor Securities, Inc. Director New York, NY 10036 Eric S. Mandelbaum 650 CIT Drive Secretary of Newcourt Capital Secretary Livingston, NJ 07039 Securities, Inc. Robert J. Ingato 650 CIT Drive Assistant Secretary of Newcourt Assistant Secretary Livingston, NJ 07039 Capital Securities, Inc.

EX-1 3 dex1.txt JOINT FILING AGREEMENT Exhibit 1 Agreement of Joint Filing Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Amendment No. 1 to Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this Agreement. TYCO INTERNATIONAL LTD. By: /s/ MARK H. SWARTZ ------------------ Name: Mark H. Swartz Title: Executive Vice President and Chief Financial Officer CIT HOLDINGS (NV) INC. By: /s/ MARK H. SWARTZ ------------------ Name: Mark H. Swartz Title: Vice President THE CIT GROUP, INC. By: /s/ JOSEPH M. LEONE ------------------- Name: Joseph M. Leone Title: Executive Vice President and Chief Financial Officer NEWCOURT CAPITAL USA INC. By: /s/ KAREN SCOWCROFT ------------------- Name: Karen Scowcroft Title: Vice President NEWCOURT CAPITAL SECURITIES, INC. By: /s/ DANIEL M. MORASH -------------------- Name: Daniel M. Morash Title: Managing Director