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efficient method of energy management to factories, residential,
commercial, motel and hotel facilities.
Sav-Fuel was to purchase the EMS from Nisona Energy Corp.
(Nisona) sometime around November 1980. Pursuant to a purchase
agreement, Sav-Fuel was to pay to Nisona a total purchase price
of $10,350,000 for the EMS. The terms of payment included: (1)
Payment of $1,058,000 due at closing; (2) a full recourse note of
$287,500, bearing no interest, due on February 28, 1981; and (3)
a nonrecourse note of $9,004,500, bearing an annual interest rate
of 9 percent, due on November 30, 2005. The nonrecourse note was
payable solely from 80 percent of the gross income actually
received by Sav-Fuel from the use of the EMS. The PPM does not
state that Sav-Fuel held any asset other than the EMS, and there
is no evidence in the record that Sav-Fuel owned other assets.
The PPM states no other activity for Sav-Fuel than the operations
at issue.
The PPM states that pursuant to a purchase agreement Nisona
purchased the EMS from Dard Systems, Inc. (Dard), earlier in 1980
for a total purchase price of $9,342,000. Dard was a Delaware
corporation organized in 1980. The terms of payment included:
(1) Payment of $337,500 due at closing; and (2) a nonrecourse
note of $9,004,500, bearing an annual interest rate of 9 percent,
due on November 30, 2005. The PPM states that the nonrecourse
note given by Sav-Fuel to Nisona would be assigned by Nisona to
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