<PAGE> 1
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
Distribuidora de Gas Natural
del Estado de Mexico, S.A. de C.V.
Manuel Salazar No. 41
San Juan Tlkuaca
Mexico
--------------------------------
(Name of foreign utility company)
Texas Utilities Company
-----------------------------------------
(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
August 19, 1998
<PAGE> 2
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 Distribuidora de Gas Natural del Estado de Mexico, S.A. de
C.V. ("Diganamex") is, and on behalf of Diganamex claims status for Diganamex
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 Diganamex.
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 company status is
Distribuidora de Gas Natural del Estado de Mexico, S.A. de C.V., a
corporation incorporated in Mexico, the business address of which is
Manuel Salazar No. 41, Col. San Juan Tlkuaca, Mexico. Distribuidora de
Gas Natural del Estado de Mexico, S.A. de C.V. ("Diganamex") owns and
operates a natural gas distribution system in the Mexico City, Mexico
metropolitan area.
Pemex-Gas y Petroquimica Basica ("PGPB"), a wholly-owned subsidiary of
Petroleos Mexicanos ("PEMEX"), presently holds 33,498 common,
registered Series A shares of Diganamex, which represents an aggregate
interest of 99.9% of Diganamex. PGPB owns all of the issued and
outstanding Series B shares of Diganamex. The Mexican government
intends to privatize the existing natural gas distribution system in
the Mexico City, Mexico metropolitan area (the "PGPB-Diganamex System")
by dividing the PGPB-Diganamex System into two separate systems: the
Federal District Geographic Zone (the "D.F. System") and the system
serving the Valle de Cuautitlan-Texcoco Geographic Zone (the "Valle
System"). Lone Star Gas International, Inc. ("LSGI"), an indirect
subsidiary of the Company, together with two unaffiliated companies,
Grupo Diavaz, S.A. de C.V. ("Grupo Diavaz") and Controladora Comercial
e Industrial, S.A. de C.V. ("Controladora"), both organized under the
laws of Mexico and owned primarily by Mexican investors (together with
LSGI the "LSGI Consortium"), submitted the successful bid to acquire
the D.F. System. The transfer of the D.F. System will be carried out
through (i) the sale of all the shares representative of the corporate
capital of Diganamex to Servicio de Energia de Mexico, S.A. de C.V.
("SEMSA"), an entity owned by the members of the LSGI Consortium; and
(ii) the sale of the distribution assets of PGPB located in the Federal
District to Diganamex and the grant of surface rights where said assets
are located and, eventually, their transfer to Diganamex. LSGI will
initially acquire approximately a 70% interest in SEMSA, with the
remaining 30% split equally between Controladora and Grupo Diavaz.
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR DIGANAMEX - PAGE 2
<PAGE> 3
Diganamex owns and will own facilities for the distribution of natural
gas in the Federal District Zone, and will have an exclusive permit
from the Comision Reguladora de Energia de Mexico to distribute natural
gas to consumers in the relevant area. The Federal District Zone is
comprised of the core of Mexico City, including the central business
district. The Federal District Zone covers 589 square miles, and
contains 9 million inhabitants comprising 1.9 million households. The
D.F. System currently serves approximately 98,000 customers with
approximately 17 Bcf of natural gas per year. The D.F. System consists
of approximately 528 miles of pipeline, comprised of steel,
polyethylene, copper and PVC pipeline. The D.F. System also includes
associated meter stations, delivery meters, regulator stations,
odorizers, rectifiers and valves. Diganamex will also own two
high-pressure pipelines receiving gas at the city-gate, one 24-inch and
one 14-inch pipeline.
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.
When Diganamex becomes a subsidiary company of the Company, the
domestic associate public-utility companies of Diganamex will be Texas
Utilities Electric Company ("TU Electric"), Southwestern Electric
Service Company ("SESCO"), and Lone Star Gas Company ("LSG"), an
unincorporated division of ENSERCH Corporation. The only relationship
among TU Electric, SESCO, LSG and Diganamex will be that their ultimate
holding company is the Company. The Company indirectly owns all the
outstanding voting stock of TU Electric, SESCO, and 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
August 12, 1998 is hereby filed with the Commission and 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 DIGANAMEX - PAGE 3
<PAGE> 4
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: August 19, 1998
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR DIGANAMEX - PAGE 4
<PAGE> 5
EXHIBIT A-1
[PUBLIC UTILITY COMMISSION OF TEXAS LETTERHEAD]
[LOGO OF SEAL
OF TEXAS
APPEARS HERE]
August 12, 1998
Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Mr. Katz:
Texas Utilities Company ("TXU"), a Texas corporation, has advised the
Public Utility Commission of Texas ("PUC") that it is considering acquisition,
through a wholly owned subsidiary company (other than Texas Utilities Electric
Company ("TUEC") or Southwestern Electric Service Company ("SESCO")), of a
company that would be a subsidiary of the acquiring subsidiary and that is a
natural gas distribution system serving an area defined by the Comision
Reguladora de Energia de Mexico as the Mexico Federal District Geographic Zone
("D.F. System"). The D.F. System is a foreign utility company ("FUCO") as
defined in section 33(a)(3) of the Public Utility Holding Company Act of 1935
(15 U.S.C.A. Section 79 et seq.) (PUHCA). In connection with such acquisition,
TXU has requested that the PUC provide to you the certification contemplated in
section 33(a)(2) of the PUHCA, 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 electric-utility subsidiaries, TUEC and SESCO, please be advised
that the PUC:
(i) has the authority and resources to protect the ratepayers of
TUEC and SESCO; and,
(ii) intends to exercise such authority.
<PAGE> 6
Page 2
August 12, 1998
J.G. Katz
- continued -
This certification applies only to the potential investment in the D.F. System.
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
<PAGE> 7
EXHIBIT A-2
[LOGO OF SEAL OF
TEXAS]
[RAILROAD COMMISSION OF TEXAS LETTERHEAD]
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
- ----------------------------------------------
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
