SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(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)
Electric City Corp.
----------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
---------------------------------------------
(Title of Class of Securities)
284868 10 6
----------------------------
(CUSIP Number)
Andrew N. Siegel, Esq.
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, New York 10036
(212) 761-4000
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
COPY TO:
Joshua N. Korff, Esq.
Kirkland & Ellis
153 East 53rd Street
New York, New York 10022
(212) 446-4800
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 which 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 schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
[Repeat following page as necessary]
Page 1 of [_] Pages
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CUSIP No. 284868 10 6 13D Page 2 of 5 Pages
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-------------------------- -------------------------
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NAME OF REPORTING PERSON
1
Morgan Stanley Dean Witter & Co.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,830,217 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
5,830,217
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,830,217 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
15.8% See Items 4 and 5
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TYPE OF REPORTING PERSON*
14
CO, IA
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CUSIP No. 284868 10 6 13D Page 3 of 5 Pages
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NAME OF REPORTING PERSON
1
Morgan Stanley Dean Witter Equity Funding, Inc.
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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 5,538,706 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
5,538,706
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,538,706 (See Item 5)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
15.2%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
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CUSIP No. [284868106] 13D Page 4 of 5 Pages
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[Repeat following page as necessary]
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NAME OF REPORTING PERSON
1
Originators Investment Plan, L.P.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
------------------------------------------------------------------------------
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 291,511 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
291,511
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
291,511 (See Item 5)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.9% See Items 4 and 5
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
------------------------------------------------------------------------------
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CUSIP No. [284868106] 13D Page 5 of 5 Pages
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NAME OF REPORTING PERSON
1
MSDW OIP Investors, Inc.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not applicable
------------------------------------------------------------------------------
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 291,511 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
291,511
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
291,511 (See Item 5)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.9%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
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Item 1. Security and Issuer.
The class of equity security to which this statement relates is the common
stock, $0.0001 par value per share (the "Common Stock"), the Series A
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Convertible Preferred Stock, $.01 par value per share ("Series A Preferred
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Stock"), warrants to purchase the Series A Preferred Stock (the "Preferred Stock
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Warrants") and warrants to purchase the Common Stock (the "Common Stock
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Warrants") of Electric City Corp., a Delaware corporation (the "Company"). The
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name and address of the principal executive offices of the Company are 1280
Landmeier Road, Elk Grove Village, Illinois 60007.
The summary descriptions of certain agreements, documents and instruments
contained in this Schedule 13D are qualified in their entirety by reference to
the complete texts of such agreements, documents and instruments, which are
filed as exhibits hereto and incorporated herein by reference.
Item 2. Identity and Background.
This statement is being jointly filed by each of the following persons
(collectively, the "Reporting Persons" pursuant to Rule 13d-1(k) promulgated by
the Securities and Exchange Commission (the "Commission") pursuant to Section 13
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of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (1)
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Morgan Stanley Dean Witter & Co. ("MSDW"), (2) Morgan Stanley Dean Witter Equity
Funding, Inc. ("Equity Funding"), (3) Originators Investment Plan, L.P.
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("Originators") and (4) MSDW OIP Investors, Inc. ("OIP"). Each of the Reporting
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Persons is a business organization organized under the laws of the jurisdictions
set forth on the cover pages to this report.
The Reporting Persons may be deemed to be members of a group, within the
meaning of Section 13(d)(3) of the Exchange Act with EP Power Finance, L.L.C.,
Newcourt Capital USA Inc. and Duke Capital Partners, LLC (collectively, the
"Additional 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 Additional Investors and have determined to file this Schedule 13D
separately from the Additional Investors.
Equity Funding is a wholly owned subsidiary of MSDW. The sole general
partner of Originators is OIP, a wholly owned subsidiary of MSDW.
The name, business address and present principal occupation or employment
of each of the executive officers and directors of Equity Funding, OIP, and MSDW
are set forth on Exhibits 2, 3 and 4 hereto, respectively, which are
incorporated herein by reference. Except as indicated on the Exhibits 2, 3 and
4, each natural person identified is a citizen of the United States.
During the last five years, neither any of the Reporting Persons nor, to
the best knowledge of any of the Reporting Persons, any of the persons listed on
Exhibits 2, 3 or 4 attached hereto, has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any person 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.
The address of the principal business and office of MSDW, Equity Funding,
Originators and OIP is 1585 Broadway, New York, New York 10036.
Item 3. Source and Amount of Funds or Other Consideration.
Equity Funding and Originators and three 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, Equity Funding and Originators collectively purchased
$4,000,000 of the Company's securities as described more fully below.
The funds for the purchase of securities purchased pursuant to the
Securities Purchase Agreement by Equity Funding came from the working capital of
Equity Funding. The funds for the purchase of securities purchased pursuant to
the Securities Purchase Agreement by Originators, were contributed by the
limited partners of Originators.
The Reporting Persons are currently deemed to have beneficial ownership of
the securities issued pursuant to the Securities Purchase Agreement because
Equity Funding and Originators directly own Common Stock or have the right to
acquire Common Stock indirectly through the conversion of the Preferred Stock or
the exercise of the Preferred Stock Warrants and the Common Stock Warrants, as
applicable, within sixty days of September 7, 2001.
It is anticipated that the exercise by Originators of the Preferred Stock
Warrants and the Common Stock Warrants will be done either on a net exercise
basis or through additional capital contributions by Originators' limited
partners. It is anticipated that the exercise by Equity Funding of the Preferred
Stock Warrants and the Common Stock Warrants will be done either on a net
exercise basis or by using the working capital of Equity Funding.
The information set forth in Item 4 of this Schedule 13D is hereby
incorporated herein by reference.
Item 4. Purpose of Transaction.
Equity Funding and Originators acquired for investment purposes
$3,800,000 and $200,000, respectively, of the Company's Convertible Preferred
Stock, Preferred Stock Warrants, shares of Common Stock and Common Stock
Warrants pursuant to 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.
Equity Funding and Originators collectively have the right to elect one director
of the Company, but as of the date hereof have not yet selected an individual to
serve on the Company's Board of Directors.
Equity Funding and Originators 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, Equity Funding and Originators may
(1) convert the Convertible Preferred Stock into Common
Stock, (2) exercise the Preferred Stock Warrants, and hold the Preferred Stock
issued in connection therewith or subsequently convert such stock into Common
Stock, or (3) exercise the Common Stock warrants for investment purposes. Equity
Funding and Originators may make additional purchases of the Company's Common
Stock. Equity Funding and Originators 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 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 Schedules 2, 3
or 4 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.
The information set forth in Item 3 of this Schedule 13D is hereby
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Persons beneficially own (or are deemed
solely for purposes of Rule 13d-3 promulgated under the Exchange Act to
beneficially own) directly or indirectly, an aggregate of 5,830,217 shares of
Common Stock, or approximately 15.8% of the Common Stock outstanding on
September 7, 2001 (including the number of shares of Common Stock that the
Reporting Persons have the right to acquire within 60 days of the date hereof).
(b) Assuming full exercise and conversion, as appropriate, of the securities
issued to Equity Funding and Originators under the Securities Purchase
Agreement, MSDW may be deemed to have shared voting and dispositive power with
respect to the Common Stock, as well as the Common Stock which may be obtained
upon conversion of the Preferred Stock, the Preferred Stock Warrants and the
Common Stock Warrants owned by Equity Funding and Originators. Assuming full
exercise and conversion, as appropriate, of the securities issued to Originators
under the Securities Purchase Agreement OIP may be deemed to have shared voting
and dispositive power with respect to the Common Stock, as well as the Common
Stock which may be obtained upon conversion of the Preferred Stock, the
Preferred Stock Warrants and the Common Stock Warrants owned by Originators.
The Reporting Persons disclaim beneficial ownership of the 20,805,481 shares of
Common Stock beneficially owned by the Additional Investors. The filing of the
Schedule 13D shall not be construed as an admission that the Reporting Persons
are the beneficial owners of the Common Stock beneficially owned by the
Additional Investors or that the Reporting Persons and any of such Additional
Investors constitute such a person or group. The Reporting Persons are not
responsible for the accuracy of any information filed by any of the Additional
Investors.
(c) Except for the transactions described herein, there have been no other
transactions in the securities of the Company effected by the Reporting Persons
in the last 60 days.
(d) Except as stated within this Item 5, to the knowledge of the Reporting
Persons, only the Reporting Persons have the right to receive or the power to
direct the receipt of dividends from, or proceeds from the sale of, the shares
of Common Stock (including both those owned directly
and those obtainable upon conversion shares of Preferred Stock and exercise of
the Preferred Stock Warrants and Common Stock Warrants) of the Company reported
by this statement.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings of Relationships With Respect
to Securities of the Issuer.
On July 31, 2001, Equity Funding and Originators and three additional
investors (the "Additional 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, Equity Funding and Originators and the
Additional 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.
Equity Funding purchased for $3,800,000 the following securities:
- 380,000 shares of Preferred Stock;
- warrants to purchase 95,000 shares of Preferred Stock at an initial
exercise price of $10.00 per share;
- 76,206 shares of Common Stock; and
- warrants to purchase 712,500 shares of Common Stock at an initial exercise
price of $1.00 per share.
Originators purchased for $200,000 the following securities:
- 20,000 shares of Preferred Stock;
- warrants to purchase 5,000 shares of Convertible Preferred Stock at an
initial exercise price of $10.00 per share;
- 4,011 shares of Common Stock; and
- warrants to purchase 37,500 shares of Common Stock at an initial exercise
price of $1.00 per share.
The 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 Preferred Stock, subject to adjustments as set forth
in the Securities Purchase Agreement. Based on the initial conversion ratio,
Equity Funding and Originators have the right to acquire 4,750,000 and 250,000
shares of Common Stock, respectively, as a result of the exercise of the
Preferred Stock warrants and the conversion of the Preferred Stock. Each
outstanding share of 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 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 Preferred Stock, Equity Funding and
Originators (counted as one investor) and each of the Additional Investors have
the right to elect 1 director of the twelve-
member board of directors, subject to decrease depending on the number of shares
of Preferred Stock outstanding. As of the date hereof, Equity Funding and
Originators have not yet selected an individual to serve of the Company's Board
of Directors. Depending on the number of shares of 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, Equity Funding and
Originators and the Additional Investors have the right to require the Company
to register the shares of Common Stock received directly or indirectly pursuant
to the Securities Purchase Agreement. The Additional Investors and Equity
Funding and Originators, collectively, have the right to demand an aggregate of
four registrations, each representing at least $5 million of market value. The
Additional Investors and Equity Funding and Originators are also entitled to
customary "piggyback" registration rights. Under the Investors Rights Agreement,
the investors and Equity Funding and Originators have a right of first offer
with respect to future sales by the Company of their capital stock to permit
such parties to maintain their percentage ownership interests.
On July 31, 2001, the Additional Investors and the Company entered into the
Stockholders Agreement (the "Stockholders Agreement"), which became effective on
September 7, 2001. Under the Stockholders Agreement, each investor (with Equity
Funding and Originators collectively counted as one investor) has the right to
designate one member to 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. Additionally, the
Additional Investors and the Company have agreed that for so long as an
additional 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 purchases 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 Additional Investors, Equity Funding and Originators
and certain officers of the Company entered into the Stock Trading Agreement
(the "Stock Trading Agreement") that limits their ability to sell Common Stock
into the public market. The Stock Trading Agreement became effective on
September 7, 2001. The parties to the Stock Trading Agreement may not sell their
shares of Common Stock until the Company has completed a qualified primary
offering, as set forth in the Stock Trading Agreement, 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 the closing of the
Securities Purchase Agreement, the parties may sell their shares subject 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
September 7, 2004. However, if a qualified primary offering is completed within
three years after the Stock Trading Agreement becomes 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. Officers and Directors of Morgan Stanley Dean Witter Equity
Funding, Inc.
3. Officers and Directors of MSDW OIP Investors, Inc.
4. Officers and Directors of Morgan Stanley Dean Witter & Co.
5. Secretary's Certificate confirming power of Peter R. Vogelsang to
sign on behalf of Morgan Stanley Dean Witter & Co.
6. 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.**
7. Investor Rights Agreement, dated as of July 31, 2001, by and
among Electric City Corp. and the Parties set forth on Schedule I
thereto.**
8. Stockholders Agreement, dated as of July 31, 2001, by and among
Electric City Corp. and the Parties set forth on Schedule I
thereto.**
9. 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.**
10. 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 6 hereto).
11. 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 6
hereto).
** Filed as an Exhibit by the Company in its Quarterly Statement on
Form 10-QSB filed on August 13, 2001.
SIGNATURES
----------
After reasonable inquiry and to the best of each of the undersigned's knowledge
and belief, each of the undersigned certify that the information set forth in
this Statement is true, complete and correct.
Date: September 17, 2001
Morgan Stanley Dean Witter & Co.
By: /s/ Peter R. Vogelsang
Name: Peter R. Vogelsang
Its: Authorized Signatory
Morgan Stanley Dean Witter Equity Funding, Inc.
By: /s/ James T. Keane
Name: James T. Keane
Its: Vice President
MSDW OIP Investors, Inc.
By: /s/ James T. Keane
Name: James T. Keane
Its: Vice President
Originators Investment Plan, L.P.
By MSDW OIP Investors, Inc. as General Partner
By: /s/ James T. Keane
Name: James T. Keane
Its: Vice President