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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-57
NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS
Filed under Section 33(a) of the
Public Utility Holding Company Act of 1935, as amended
The Energy Group PLC
117 Piccadilly
London W1V 9FJ, England
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(Name of foreign utility company)
Texas Utilities Company
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(Name of filing company if filed on behalf
of a foreign utility company)
This Commission is requested to mail copies of all communications relating to
this Notification to:
Robert A. Wooldridge
Worsham, Forsythe & Wooldridge, L.L.P.
Energy Plaza
1601 Bryan, 30th Floor
Dallas, Texas 75201
March 2, 1998
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Texas Utilities Company (the "Company"), a Texas corporation and an
exempt holding company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), hereby notifies the Securities and Exchange Commission (the
"Commission") that The Energy Group PLC ("TEG") is, and on behalf of TEG claims
status for TEG as, a foreign utility company ("FUCO") within the meaning of
Section 33 of the Act. The Company, through a wholly-owned subsidiary company
(other than the Company's existing domestic public utility companies), intends
to acquire an interest in TEG.
ITEM 1. STATE THE NAME OF THE ENTITY CLAIMING FOREIGN UTILITY COMPANY STATUS,
ITS BUSINESS ADDRESS, AND A DESCRIPTION OF THE FACILITIES USED FOR THE
GENERATION, TRANSMISSION AND DISTRIBUTION OF ELECTRIC ENERGY FOR SALE OR FOR THE
DISTRIBUTION AT RETAIL OF NATURAL OR MANUFACTURED GAS. TO THE EXTENT KNOWN,
IDENTIFY EACH PERSON THAT HOLDS FIVE PERCENT (5%) OR MORE OF ANY CLASS OF VOTING
SECURITIES OF THE FOREIGN UTILITY COMPANY AND DESCRIBE THE AMOUNT AND NATURE OF
THE INTEREST.
The name of the entity claiming foreign utility status is The Energy
Group PLC, a public limited company incorporated in England and Wales,
the business address of which is 117 Piccadilly, London W1V 9FJ,
England. The Energy Group PLC ("TEG"), through its subsidiary Eastern
Group PLC and its subsidiaries, owns and operates facilities for the
generation and distribution of electricity in the United Kingdom. TEG
owns, operates, or has interests in eight generating stations with
about 5,900 MW of coal-fired capacity and about 800 MW of
combined-cycle gas capacity, making it the fourth largest generator of
electricity in the United Kingdom. The coal-fired generating stations
are West Burton, Rugeley B, Drakelow C, Ironbridge, and High Marnham,
with respective capacities of 2,012 MW, 1,046 MW, 976 MW, 970 MW, and
945 MW. The combined cycle gas stations known as Peterborough and
King's Lynn have registered capacities of 405 MW and 380 MW,
respectively, with respective installed capacities of 360MW and 340 MW.
TEG holds an approximately 13.5 percent interest in the Barking
combined cycle gas station, which has a registered generating capacity
of 1,000 MW.
TEG's subsidiary, Eastern Electricity PLC ("Eastern") is the largest
supplier and distributor of electricity in England and Wales, with over
three million customers in a franchised area covering about 20,300
square kilometers. Eastern distributes electricity through a network of
approximately 88,000 kilometers of lines and cable that operate
predominantly at or below 132kV. Approximately 35,500 kilometers of
that network consists of overhead lines, while 52,500 kilometers are
underground cable facilities. Numerous transformers and switch gear are
also part of the network.
TEG has acquired a controlling interest (83.2 percent) in Teplarny
Brno, an energy company that owns plants in the Czech Republic with a
generating capacity of approximately 1,204 MW of energy in the form of
steam and hot water that is distributed through approximately 169
kilometers of pipe. Additionally, Teplarny Brno has electricity
generating capacity of approximately 97MW.
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR THE ENERGY CROUP PLC. - PAGE 2
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TEG owns 49 percent of Zamosc Energy Company, a joint venture with the
Polish regional distribution company Zaklod Energetyczny Zomosc SA,
with rights to develop three 70MW electric cogeneration facilities in
Chelm, Zamosc, and Przemysl, Poland.
TEG is the second largest supplier of natural gas in the United
Kingdom, serving about 500,000 customers. It also owns a small amount
of upstream gas production assets and a thirty percent interest in a
North Sea pipeline project.
UBS UK Holding Limited ("UBS") has reported that, at the close of
business on February 18, 1998, it held 44,962,840 of the ordinary
shares of TEG, representing an aggregate interest of 8.632% of TEG. UBS
reported that it is treated as holding such interest because two of its
subsidiaries, UBS Limited and PDFM Limited, held interests in TEG of
28,544,609 ordinary shares (5.480%) and 16,418,231 ordinary shares
(3.152%), respectively. The Company does not know of any other person
that owns directly or indirectly five percent or more of any class of
voting securities of TEG.
ITEM 2. STATE THE NAME OF ANY DOMESTIC ASSOCIATE PUBLIC-UTILITY COMPANY AND, IF
APPLICABLE, ITS HOLDING COMPANY, AND A DESCRIPTION OF THE RELATIONSHIP BETWEEN
THE FOREIGN UTILITY COMPANY AND SUCH COMPANY, AND THE PURCHASE PRICE PAID BY ANY
SUCH DOMESTIC ASSOCIATE PUBLIC-UTILITY COMPANY FOR ITS INTEREST IN THE FOREIGN
UTILITY COMPANY.
If TEG becomes a subsidiary company of the Company, the domestic
associate public-utility companies of TEG will be Texas Utilities
Electric Company ("TU Electric"), Southwestern Electric Service Company
("SESCO"), and Lone Star Gas Company ("LSG"). The only relationship
among TU Electric, SESCO, LSG and TEG will be that their holding
company is the Company. The Company indirectly owns all the outstanding
voting stock of TU Electric, SESCO, and LSG, a division of ENSERCH
Corporation. TU Electric will not pay any portion of the purchase
price. SESCO will not pay any portion of the purchase price. LSG will
not pay any portion of the purchase price.
EXHIBIT A. IF APPLICABLE, THE STATE CERTIFICATION(S) REQUIRED UNDER SECTION
33(a)(2) OF THE ACT. CERTIFICATION(S) PREVIOUSLY FILED WITH THE COMMISSION MAY
BE INCORPORATED BY REFERENCE. IF THE CERTIFICATION(S) IS NOT AVAILABLE AT THE
TIME OF FILING THE FORM U-57, SO STATE, AND UNDERTAKE TO FILE SUCH CERTIFICATION
AS AN AMENDMENT WHEN AVAILABLE; HOWEVER, FOREIGN UTILITY COMPANY STATUS WILL NOT
BE DEEMED OBTAINED UNTIL ALL REQUIRED CERTIFICATION(S) HAVE BEEN FILED.
The Public Utility Commission of Texas certification letter dated
February 11, 1998, and filed with the Commission on or about February
17, 1998, is incorporated herein by reference. A true and correct copy
is attached hereto as Exhibit A-1. The Railroad Commission of Texas
certification letter dated February 4, 1998, and filed with the
Commission on or about February 17, 1998, is incorporated herein by
reference. A true and correct copy is attached hereto as Exhibit A-2.
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR THE ENERGY CROUP PLC. - PAGE 3
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SIGNATURE
The undersigned company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.
TEXAS UTILITIES COMPANY
By: /s/ Peter B. Tinkham
Peter B. Tinkham
Secretary/Assistant Treasurer
Date: March 2, 1998
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR THE ENERGY CROUP PLC. - PAGE 4
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EXHIBIT A-1
[LOGO OF SEAL [PUBLIC UTILTY COMMISSION OF TEXAS LETTERHEAD]
OF TEXAS
APPEARS HERE]
February 11, 1998
Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Mr. Katz:
Texas Utilities Electric Company (TU Electric) and Southwestern
Electric Service Company (SESCO), subsidiaries of Texas Utilities Company (TXU),
a Texas Corporation, have advised this Commission that TXU is considering
acquisition by a wholly-owned subsidiary company (other than TU Electric or
SESCO) of The Energy Group PLC, a foreign utility company (FUCO) as defined in
Section 33(a)(3) of the 1935 Act. In connection with such acquisition, TU
Electric and SESCO have requested that the Public Utility Commission of Texas
(the Commission) provide to you the certification contemplated in Section
33(a)(2) of the Public Utility Holding Company Act of 1935 (15 U.S.C 79 et.
seq.), which section was added to that Act by Section 715 of the Energy Policy
Act of 1992.
As the State Commission having jurisdiction over the retail electric
rates of TXU's public utility subsidiaries, TU Electric and SESCO, please be
advised that this Commission:
(i) has the authority and resources to protect the ratepayers of TU
Electric and SESCO; and
(ii) intends to exercise such authority.
- continued -
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Mr. Jonathan G. Katz
Securities and Exchange Commission
February 11, 1998
Page 2
This certification applies only to the potential investment in The
Energy Group PLC.
Sincerely,
PUBLIC UTILITY COMMISSION OF TEXAS
/s/ Pat Wood, III
Pat Wood, III, Chairman
/s/ Judy Walsh
Judy Walsh, Commissioner
cc: Office of Public Utility Regulation
Securities and Exchange Commission
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EXHIBIT A-2
[LOGO OF SEAL OF TEXAS]
[RAILROAD COMMISSION OF TEXAS LETTERHEAD]
GAS SERVICES DIVISION
February 4, 1998
Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Dear Mr. Katz,
Texas Utilities Company ("Texas Utilities") has advised the Railroad
Commission of Texas ("Commission") that a subsidiary of Texas Utilities is
considering acquisition of The Energy Group PLC, a foreign utility company
operating in England and Wales. In connection with such activities, Texas
Utilities has requested that the Commission provide you with the certification
contemplated in Section 33(a)(2) of the Public Utility Holding Company Act of
1935 (15 U.S.C. 79 et seq.).
As the State Commission having jurisdiction over the wholesale and
retail gas rates of Texas Utilities and its subsidiaries, the Commission hereby
certifies that it:
i.) has the authority and resources to protect the
ratepayers of Texas Utilities and its subsidiaries
subject to Commission jurisdiction, and
ii.) intends to exercise such authority.
This certification is intended to be applicable with respect to the
above described transaction and such other foreign utility company ventures in
which Texas Utilities or its subsidiaries may seek to obtain an ownership
interest, but is conditioned on and subject to being revised or withdrawn as to
any future acquisitions. Texas Utilities has represented that it will timely
inform this Commission of any efforts by it or its subsidiaries to seek
ownership interest in other foreign utility companies.
Sincerely,
/s/ R.L. Kitchens
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Ronald L. Kitchens
Director, Gas Services Division
On behalf of the Railroad Commission of Texas
cc: Office of Public Utility Regulation
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
