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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
Allgas Energy Limited
109 Logan Road
Woolloongabba, Queensland
4102, Australia
(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
April 1, 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 Allgas Energy Limited ("Allgas") is, and on behalf of Allgas
claims status for Allgas 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 all the outstanding shares of Allgas.
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 Allgas Energy
Limited ("Allgas"), a public company incorporated in the State of
Queensland, Australia, the business address of which is 109 Logan Road,
Woolloongabba, Queensland, 4102, Australia. Allgas is listed on the
Australian Stock Exchange.
Allgas carries on the business of natural or manufactured gas
distribution and owns and operates natural gas distribution facilities
that supply natural gas, liquefied petroleum gas, and related services
in the State of Queensland, Australia. It holds franchises for the
distribution of gas under the Gas Act 1965 (Queensland) within
specified areas on the southern side of the city of Brisbane, the South
Coast, Toowoomba and Oakey. It has approximately 55,000 customers. Its
distribution network includes approximately 1,700 kilometers of gas
pipeline.
According to public documents filed by substantial shareholders in
Allgas, as of September 8, 1997, the most recent available information,
the following persons held more than 5% of the total voting shares in
Allgas: (1) Guiness Peat Group Plc (12.27%); (2) Perpetual Trustee
Company Limited (11.9%); (3) Boral Limited (11.56%); (4) The Australian
Gas Light Company (10.17%); (5) Suncorp-Metway Limited (7.08%); and (6)
Washington H. Soul Pattinson & Company Limited (5.11%).
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR THE ALLGAS ENERGY - PAGE 2
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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.
The Company, through a wholly-owned subsidiary intends to acquire all
of the outstanding shares of Allgas. If Allgas becomes a subsidiary
company of the Company, the domestic associate public-utility companies
of Allgas 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 Allgas will be that their holding company is the Company. The
Company indirectly owns all the outstanding voting stock of TU
Electric, SESCO, and directly owns all of the outstanding voting stock
of ENSERCH Corporation of which LSG is a division. 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.
A true and correct copy of the Public Utility Commission of Texas
certification letter dated April 1, 1998 is incorporated herein by
reference as Exhibit A-1. The Railroad Commission of Texas
certification letter dated February 4, 1998, filed previously 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.
The Railroad Commission of Texas certification letter was expressly
made applicable to all future foreign utility company ventures in which
Texas Utilities Company or its subsidiaries may seek to obtain an
ownership interest.
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
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Peter B. Tinkham
Secretary/Assistant Treasurer
Date: April 1, 1998
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR THE ALLGAS ENERGY - PAGE 3
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EXHIBIT A-1
[LETTERHEAD OF PUBLIC UTILITY COMMISSION OF TEXAS]
[LOGO OF SEAL
OF TEXAS
APPEARS HERE]
April 1, 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 a subsidiary, Allgas Energy, Ltd., 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 Allgas
Energy, Ltd.
Sincerely,
PUBLIC UTILITY COMMISSION OF TEXAS
/s/ Pat Wood, III
Pat Wood, III, Chairman
/s/ Judy Walsh
Judy Walsh, Commissioner
/s/ Patricia Curran
Patricia Curran, Commissioner
cc: Office of Public Utility Regulation
Securities and Exchange Commission
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EXHIBIT A-2
[LOGO OF SEAL OF TEXAS]
[LETTERHEAD OF RAILROAD COMMISSION OF TEXAS
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
