SECURITY PACIFIC LEASING CORP
U-57, 1996-09-27
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<PAGE>
 
                       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

                     QUEENSLAND UNIT 3 GENERATING TRUST II
                     -------------------------------------
                       (Name of foreign utility company)

                      SECURITY PACIFIC LEASING CORPORATION
                      ------------------------------------
                 (Name of filing company, if filed on behalf of
                           a foreign utility company)


     On September 26, 1995, USL Capital Corporation ("USL Capital") on behalf of
Queensland Unit 3 Generating Trust II filed Form U-57 Notification of Foreign
Utility Company Status with the Securities and Exchange Commission pursuant to
Section 33 of the Public Utility Holding Company Act of 1935, as amended (the
"Act"), and Rule 57 of the implementing regulations thereunder, 17 C.F.R.
Section 250.57. Security Pacific Leasing Corporation ("SPLC") hereby notifies
the Securities and Exchange Commission that SPLC has acquired all of the stock 
of USL Capital Queensland Corporation, the 100 percent beneficial owner of the 
beneficial interest in Queensland Unit 3 Generating Trust II, from USL Capital 
and has changed the name of USL Capital Queensland Corporation to Ulysses
Queensland Corporation. In connection therewith, SPLC hereby re-submits Form 
U-57 Notification of Foreign Utility Company Status, as follows:


                                  Notification
                                  ------------

     Security Pacific Leasing Corporation ("SPLC") hereby files with the
Securities and Exchange Commission pursuant to Section 33 of the Public Utility
Holding Company Act of 1935, as amended (the "Act"), and Rule 57 of the
implementing regulations thereunder, 17 C.F.R. Section 250.57, this notice that
Queensland Unit 3 Generating Trust II ("Queensland Trust II") is a "foreign
utility company" as defined in Section 33(a)(3) of the Act. Queensland Trust II:
(i) derives no part of its income, directly or indirectly, from the generation,
transmission, or distribution of electric energy for sale or the distribution at
retail of natural or manufactured gas for heat, light, or power, within the
United States; and (ii) neither Queensland Trust II nor any of its subsidiary
companies is a public utility company operating in the United States.

Item 1
- ------

     The name and address of the entity claiming foreign utility company status
is Queensland Unit 3 Generating Trust II, c/o Wilmington Trust Company, Rodney
Square North, 1100 North Market Square, Wilmington, Delaware 19890-0004.
Queensland Trust II is a business trust created under the laws of the State of
Delaware, which together with two other business trusts (collectively, the
"Trusts"), has been formed to purchase Unit 3 of the Stanwell Power Station.
Each Trust purchased a one-third undivided interest in Unit 3.  The Stanwell
Power Station consists of three operating electric generating units (denominated
Units 1, 2, and 3), plus a fourth unit that is expected to be placed in
operation in 1996.  Unit 3 is an approximately 320 megawatt (net) coal-fired
generating facility located approximately 29 kilometers west of Rockhampton in
the State of Queensland, Australia.  The Trusts also each acquired ownership
interests in certain facilities that are common to all of the units of the
Stanwell Power Station, such as, for example, coal handling facilities.

     Simultaneously with their purchase, the Trusts leased Unit 3 to Queensland
Treasury Corporation ("QTC"), which assigned its rights and obligations to
Bolsover Equipment Leasing Limited ("BELL"), a Cayman Islands limited liability
corporation. BELL assigned its rights (but not its obligations) to QTC. QTC then
subleased Unit 3 to Queensland Generating Corporation, trading as AUSTA Electric
("AUSTA"), an Australian electric utility company engaged in the generation of
electricity pursuant to the laws of Queensland.

     Wilmington Trust Company is the trustee of Queensland Unit 3 Generating
Trust II. Ulysses Queensland Corporation is the 100 percent beneficial owner of
the beneficial interest in the Trusts. Ulysses Queensland Corporation is a
wholly-owned, special-purpose subsidiary of SPLC, formed to own the beneficial
interests under the Trusts. SPLC is a wholly-owned subsidiary of BankAmerica
Financial, Inc. which in turn is a wholly-owned subsidiary of BankAmerica
Corporation.

Item 2
- ------

     Not applicable.

                                   EXHIBIT A

     Not applicable.



                                       1
<PAGE>
 
     Queensland Unit 3 Generating Trust II has duly caused this statement to be
signed on its behalf by the undersigned thereunto duly authorized.

                                 Security Pacific Leasing Corporation

                                  /s/    Jerome A. Moskovitz
                                  ------------------------------------
                                         Jerome A. Moskovitz
                                         Vice President

September 27, 1996

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