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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
Stadtwerke Kiel AG
Knooper Weg 75
D-24116 Kiel
Germany
TXU Corp.
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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
December 4, 2000
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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 Stadtwerke Kiel AG ("SWK") is, and
on behalf of SWK claims status as, a foreign utility company ("FUCOs")
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 51 % of the
outstanding shares of SWK.
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 Stadtwerke
Kiel AG ("SWK"), a corporation incorporated in Germany, the business
address of which is Knooper Weg 75, 24116 Kiel, Germany.
The Company through its subsidiary has entered into an agreement to
purchase 51% of the outstanding shares of SWK.
The shareholders owning more than 5 % of the shares in SWK after completion of
the acquisition by the Company are:
- State Capital Kiel, a German city that will own 49% of the
outstanding shares;
- TXU Germany Ltd, a wholly-owned subsidiary of TXU Finance (No.
2) Ltd., which is a wholly-owned subsidiary of TXU Europe
Ltd., which is a wholly-owned subsidiary of TXU Corp., will
own 51% of the outstanding shares.
SUBSIDIARIES
SWK owns the percentage identified below of the outstanding shares in
the subsidiaries identified below. All other owners of outstanding
shares of such subsidiaries, and their percentages owned, are shown as
well:
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR STADTWERKE KIEL AG - PAGE 2
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<TABLE>
<CAPTION>
SWK % THIRD-PARTY
SUBSIDIARY NAME OWNERSHIP THIRD-PARTY OWNER % OWNERSHIP
---------------------- --------- --------------------------- ------------
<S> <C> <C> <C>
Gemeinschaftskraftwerk PreussenElektra Kraftwerke
Kiel GmbH 50% AG & co. KG 50%
KielNet GmbH fur CityNet Beteiligungsund
Kommunikation 50% Verwaltungsgesellschaft 50%
Stadtwerke Kiel + Tiedemann Entsorgung GmbH
Tiedemann 50% & Co. 50%
Entsorgung GmbH
(STE)
Kieler Umwelt- SCHLESWAG Entsorgung GmbH
Entsorgungsservice 50% 50%
GmbH (KUS)
</TABLE>
FACILITIES
1. ELECTRICITY
SWK serves the area in and around the City of Kiel located in
Schleswig-Holstein, Germany. Kiel is located near the city of Hamburg,
Germany. SWK owns the following generation units:
<TABLE>
<CAPTION>
GENERATION UNIT OUTPUT AVAILABLE POWER
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<S> <C> <C>
Heating Power Station, Humboldtstra(beta)e 20.3 MW 34.8 GWh/a
Block Heating Power Station Preetz 0.4 MW 2.4 GWh/a
Water Power Station Raisdorf 1.8 MW 5.8 GWh/a
</TABLE>
The electrical transmission and distribution facilities of SWK
comprises the voltage levels 110 kV, 30 kV, 10 kV, 6 kV and 0.4 kV
consisting of 3,633 km (2185.30 miles) of wires. SWK provides service
to approximately 201,000 consumers in 1999, of whom approximately
200,360 were tariff customers (households, commercial and other), 687
were industrial users and four were distributors.
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR STADTWERKE KIEL AG - PAGE 3
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2. GAS
SWK is engaged in the procurement, storage and distribution of gas to
wholesale and retail customers in and around Kiel. SWK obtains gas from
Schleswag AG for further distribution to retail customers including a
third-party power station (Kommunalgas) and for their own consumption
for the production of remote-heat (Fernheizgas). In 1999 SWK supplied
3,320 GWh/a of gas of which 2,801 GWh/a was related to Kommunalgas and
519 GWh/a was related to Fernheizgas. SWK owns gas pipelines consisting
of 221 km (137.24 miles) of transportation pipelines and 1,025 km
(636.53 miles) of distribution pipelines.
In 1998 SWK provided service to 80,799 total customers (residential,
commercial, other) of which 997 were industrial and commercial
customers and three customers were distributors.
3. DISTRICT HEATING
SWK supplies district heating only in and around Kiel. SWK operates the
following three power stations for the purpose of providing heat:
<TABLE>
<CAPTION>
POWER STATIONS FUEL
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<S> <C>
Thermal power station Natural gas, light heating oil
Humboldtstra(beta)e
Thermal power station Nord Natural gas, light heating oil
Thermal power station West Natural gas
(Mettenhof)
</TABLE>
SWK has a remote-heat conduction network in the form of an integrated
hot-water-remote-heat network, a steam network, and several
decentralized heat and close heat networks with a total length of 282
km (175.12 miles). In 1999, SWK provided remote-heat service to 5527
customers over this network, of which 5269 were residential customers.
SWK only sells remote-heat in its supply area, where the following
amount of remote-heat was sold in the years indicated:
<TABLE>
<CAPTION>
YEAR AMOUNT
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<S> <C>
1997 1,115.4 GWh
1998 1,068.5 GWh
1999 1,145.7 GWh
</TABLE>
The remote-heat sold by SWK is produced almost exclusively in its own
power stations and, otherwise, in power stations operated jointly with
Preussen Elektra.
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR STADTWERKE KIEL AG - PAGE 4
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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 51%
of the outstanding shares of SWK. If SWK becomes a subsidiary company
of the Company, the domestic associate public-utility companies of the
SWK will be 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 SWK will be that their
holding company is the Company. The Company directly or indirectly owns
all the outstanding voting stock of TXU Electric, TXU SESCO, and TXU
Gas. TXU Electric will not pay any portion of the purchase price. TXU
SESCO will not pay any portion of the purchase price. TXU Gas 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 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, 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 KIEL 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 FOR STADTWERKE KIEL AG - PAGE 5
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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.
TXU Corp.
By: /s/ PETER B. TINKHAM
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Peter B. Tinkham
Secretary/Assistant Treasurer
Date: December 4, 2000
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR STADTWERKE KIEL AG - PAGE 6
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
A-1 Letter to the SEC dated November 4, 1999
A-2 Letter to the SEC dated February 4, 1998
</TABLE>
