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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
OAK (NETWORKS O&M) LIMITED
The Adelphi, 1-11 John Adam Street,
London, WC2 6HY
(Name of foreign utility company)
TEXAS UTILITIES COMPANY D/B/A TXU CORP
(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
January 18, 2000
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Texas Utilities Company d/b/a TXU Corp (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 Oak (Networks O&M) Limited ("Oak")
will be, upon closing of the executed agreement between TXU Europe Group plc, an
indirect subsidiary of the Company, and EdF London Investments plc, and on
behalf of Oak claims status for Oak as, a foreign utility company ("FUCO")
within the meaning of Section 33 of the Act. The Company, through a subsidiary
company (other than the Company's existing domestic public utility companies),
has acquired 50% of the outstanding voting securities of Oak.
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 Oak (Networks
O&M) Limited ("Oak"), a private company incorporated in England, the
business address of which is The Adelphi, 1-11 John Adam Street,
London, WC2 6HT, England. Oak will not own any public utility assets
but upon closing of the contemplated agreement between Oak and Eastern
Electricity plc (a subsidiary of the Company) and of the contemplated
agreement between Oak and London Electricity plc (a subsidiary of EdF
London Investments plc) Oak will assume operational control of the
regulated electricity distribution networks of Eastern Electricity plc,
comprising approximately 89,300 kilometers (55,366 miles) of
distribution wires, and of London Electricity plc, comprising
approximately 30,000 kilometers (18,600 miles) of distribution wires
(collectively, the "Network"). The Network provides electricity to
approximately 5,200,000 customers in and around London and eastern
England. Additionally, in the future, Oak may assume operational
control over other electric distribution systems of third parties.
The shareholders of Oak that own 5% or more of the voting securities
are:
TXU Europe Group plc, a wholly owned indirect subsidiary of
the Company, owns 50% of the voting securities of Oak; and
EdF London Investments plc, owns 50% of the voting securities
of Oak.
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.
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS OAK (NETWORK
0&M) LIMITED - PAGE 2
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The Company, through a subsidiary company (other than the Company's
existing domestic public utility companies), has acquired 50% of the
outstanding shares of Oak. Oak has not yet assumed operational control
of the Network. The domestic associate public-utility companies of Oak
are TXU Electric Company ("TXU Electric"), TXU SESCO Company ("TXU
SESCO"), and TXU Gas Company ("TXU Gas"). The only relationship among
TXU Electric, TXU SESCO, TXU Gas and Oak will be that their holding
company is the Company. The Company indirectly owns all the outstanding
voting stock of TXU Electric, TXU SESCO, and TXU Gas. TXU Electric did
not pay any portion of the purchase price. TXU SESCO did not pay any
portion of the purchase price. TXU Gas did 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 November 4, 1999 is attached hereto as
Exhibit A-1 and incorporated herein by reference. A true and correct
copy of the Railroad Commission of Texas certification letter dated
February 4, 1998, filed previously with the Commission on or about
February 17, 1998, is attached hereto as Exhibit A-2 and incorporated
herein by reference.
The Public Utility Commission of Texas certification letter was
expressly made applicable to all future foreign utility companies
ventures in which the Company or its subsidiaries may seek to obtain an
ownership interest; provided, that if the Company intends to make a
FUCO investment with recourse to the Company that would cause the
Company's aggregate investment in foreign utility companies and exempt
wholesale generators to exceed 60% of its consolidated net worth, the
Company shall obtain additional certification from the Public Utility
Commission of Texas prior to completing such investment. THE INVESTMENT
IN OAK WILL NOT CAUSE THE COMPANY'S AGGREGATE INVESTMENT TO EXCEED 60%
OF ITS CONSOLIDATED NET WORTH.
The Railroad Commission of Texas certification letter was expressly
made applicable to all future foreign utility company ventures in which
the Company or its subsidiaries may seek to obtain an ownership
interest.
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS OAK (NETWORK
0&M) LIMITED - 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: January 18, 2000
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS OAK (NETWORK
0&M) LIMITED - PAGE 4
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EXHIBIT A-1
[PUBLIC UTILITY COMMISSION OF TEXAS LETTERHEAD]
November 4, 1999
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 ("TXU Electric") and TXU SESCO Company
("TXU SESCO"), subsidiaries of Texas Utilities Company ("TXU"), a Texas
Corporation, have advised this Commission that TXU is considering acquisitions
by one or more wholly-owned subsidiary companies (other than TXU Electric or TXU
SESCO) of an interest in entities that are considered foreign utility companies
("FUCOs") as defined in Section 33(a)(3) of the 1935 Act. In connection with
such acquisitions, TXU Electric and TXU 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, TXU Electric and TXU SESCO, please
be advised that this Commission: (i) has the authority and resources to protect
the ratepayers of TXU Electric and TXU SESCO; and (ii) intends to exercise such
authority.
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS OAK (NETWORK
0&M) LIMITED - PAGE 5
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This certification is applicable to all FUCOs in which TXU or its
subsidiaries seek to obtain an ownership interest; provided, that if TXU intends
to make a FUCO investment with recourse to TXU that would cause TXU's aggregate
investment in FUCOs and foreign Exempt Wholesale Generators to exceed 60% of its
consolidated net worth (as defined by Commission Subst. R. 25.271), TXU shall
obtain additional certification from the Commission prior to completing such
investment. The certification is subject to being revised or withdrawn by the
Commission in the future.
Please contact Ms. Darryl Tietjen (512-936-7436) of the Commission
Staff if you have any questions on this matter.
Sincerely,
PUBLIC UTILITY COMMISSION OF
TEXAS
/s/ Pat Wood, III
Pat Wood, III, Chairman
/s/ Judy Walsh
Judy Walsh, Commissioner
/s/ Brett A. Perlman
Brett A. Perlman, Commissioner
cc: Office of Public Utility Regulation
Securities and Exchange Commission
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EXHIBIT A-2
[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
