UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-57
AMENDED AND RESTATED
NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS
Filed under Section 33(a) of the
Public Utility Holding Company Act of 1935, as amended
by
ECOELECTRICA, L.P.
(Name of foreign utility company)
EcoElectrica, L.P. hereby files with the
Securities and Exchange Commission (the "Commission")
pursuant to Section 33 of the Public Utility Holding
Company Act of 1935, as amended (the "Act"), this Form U-
57 for the purpose of notifying the Commission that
EcoElectrica, L.P. is a "foreign utility company"
("FUCO") within the meaning of Section 33 of the Act, and
hereby claims status as a FUCO under the Act.
This notification amends and restates, in its
entirety, an earlier notification filed with the
Commission on March 6, 1996 by EcoElectrica, L.P.
ITEM 1
NAME. The name of the entity claiming foreign
utility company status is EcoElectrica, L.P., a Bermuda
limited partnership authorized to do business in Puerto
Rico ("EcoElectrica").
BUSINESS ADDRESS. EcoElectrica's business
address is Plaza Scotiabank, Suite 902, Avenida Ponce de
Leon 273, Hato Rey, Puerto Rico 00917.
DESCRIPTION OF FACILITIES. EcoElectrica has
been formed to develop, construct, own and operate a
liquefied natural gas ("LNG") marine unloading facility,
two 1,000,000-barrel LNG storage tanks, LNG vaporization
equipment, an approximately 461 MW cogeneration power
plant facility with two natural gas turbines and one
steam turbine, and a desalination plant, to be located in
Penuelas, Puerto Rico. EcoElectrica will also develop,
construct, own and operate a 2.3-mile-long, 230-kiloVolt
transmission line connecting EcoElectrica's power plant
substation to an existing Puerto Rico Electric Power
Authority ("PREPA") substation, a 1.2-mile-long, 24-inch-
diameter natural gas accumulator pipeline, and a 3.5-
mile-long, 10-inch-diameter pipeline to supply liquified
petroleum gas ("LPG") to the facility. A 1.1-mile-long
6- to 8-inch-diameter pipeline will be constructed to
connect the natural gas accumulator to PREPA's Costa Sur
Power Plant.
OWNERSHIP. EcoElectrica, Ltd., a Cayman Islands
company limited by shares, will own a 1% general
partnership interest in EcoElectrica. EcoElectrica
Holdings, Ltd., a Cayman Islands company limited by
shares, will own a 99% limited partnership interest in
EcoElectrica. EcoElectrica Holdings, Ltd., owns 100% of
the shares in EcoElectrica, Ltd. Each of Buenergia Gas &
Power, Ltd., a Cayman Islands nonresident company limited
by shares, and KES Puerto Rico, L.P., a Bermuda exempted
limited partnership, owns 50% of the shares of
EcoElectrica Holdings, Ltd. Buenergia Gas & Power, Ltd.
is an indirect wholly-owned subsidiary of Enron Corp., an
Oregon corporation ("Enron"). KES Puerto Rico, L.P. is an
indirect wholly-owned subsidiary of KENETECH Corporation,
a Delaware corporation.
ITEM 2
DOMESTIC ASSOCIATE PUBLIC-UTILITY COMPANIES.
Portland General Electric Company ("PGE") is a domestic
associate public utility company and is a direct wholly-
owned subsidiary of Enron. PGE has not made an
investment in and does not have any contractual
relationship with EcoElectrica, nor is any such
investment or contractual relationship contemplated.
STATE COMMISSION CERTIFICATION. The
certification of the Oregon Public Utility Commission, as
required under Section 33(a)(2) of the Act and attached
hereto as Exhibit A, was also filed by Enron with the
Commission on July 18, 1997, as an attachment to a Form
U-57 on behalf of Companhia Estadual de Gas do Rio de
Janeiro and Riogas S.A.
The Commission is requested to mail copies of
all correspondence relating to this Notification to:
William C. Horwitz
Principal
Enron International
333 Clay Street
Suite 1800
Houston, TX 77002
Glenn J. Berger
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Ave. NW
Washington, D.C. 20005
The undersigned company has duly caused this
statement to be signed on its behalf by the undersigned
thereunto duly authorized.
ECOELECTRICA, L.P.
By: EcoElectrica, Ltd.,
its general partner
By: /s/ Richard A. Lammers
----------------------
Name: Richard A. Lammers
Title: Class A Authorized Signatory
By: /s/ Scott J. Taylor
--------------------
Name: Scott J. Taylor
Title: Class B Authorized Signatory
December 15, 1997
EXHIBIT A
---------
OREGON Public Utility Commission
550 Capitol Street NE
Salem, OR 97310-1380
(503)873-7394
June 23, 1997
Securities and Exchange Commission
Judiciary Plaza
450 West Fifth Street
Washington, D.C. 20549
Re: Public Utility Holding Company Act of 1935 - Investments
in Foreign Utility Companies by Enron Corp.
DOJ File No. 860-115-GPO138-96
Enron Corp. (Enron) has advised us that it, or its
subsidiaries or affiliates, may from time to time
directly or indirectly acquire and maintain interests in
one or more "foreign utility companies," as that term is
defined in the Public Utility Holding Company Act of
1935, as amended ("PUHCA"). Such foreign utility
companies will derive no part of their income from
electric or gas utility operations within the United
States.
Upon closure of Enron's merger with Portland General
Corporation (PGC), the parent corporation of Portland
General Electric Company (PGE), Enron will own all of the
stock in PGE. PGE is a "public utility" as defined in
the Oregon public utility laws and, as such, is subject
to our jurisdiction over its utility operations within
the state of Oregon, including its retail electric rates.
PGE is also a "public utility company" as that term is
defined in PUHCA.
The 1992 Energy Policy Act amendments to PUHCA
provide a procedure for exempting a foreign utility
company from PUHCA such that a public utility company's
direct or indirect ownership of the requisite percentage
of voting securities will not make it a holding company
or require SEC approval.(1) Specifically, PUHCA section
33(a)(1) provides that a foreign utility company will not
be deemed to be a public utility company under PUHCA.
Section 33(a)(2) makes the exemption of section 33(a)(1)
effective for a foreign utility company with a domestic
utility affiliate upon certification to the SEC by the
state commission having jurisdiction over the retail
rates of the domestic utility affiliate "that it has the
authority and resources to protect ratepayers subject to
its jurisdiction and that it intends to exercise its
authority."
---------------
(1) PUHCA section 33(a)(3) defines "foreign utility
company" as any PUHCA-defined public utility company
whose facilities are not located in the United States if
such company "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
neither the company nor any of its subsidiaries is a
public utility company operating in the United States.
The term "foreign utility company" as used in this letter
has the meaning set forth in section 33(a)(3).
Enron has requested that we provide to the SEC the
certification specified in section 33(a)(2) of PUHCA.
In considering this matter, we have reviewed our
regulatory authority provided by the Oregon public
utility laws and the resources available to us to carry
out our statutory responsibilities. We have also relied
upon the statements and commitments contained in the
enclosed letter from Enron requesting this certification.
More importantly, we have recently entered an order
approving the aforementioned merger between Enron and
PGC. That order contains several conditions to assist us
in monitoring dealings between Enron and PGE. The
Commission assumes that Enron will comply with all of the
conditions in the merger order. Finally, we have
considered that PUHCA permits us, upon the filing of a
notice, to revise or withdraw this certification
prospectively as to any future acquisition.
Based upon the foregoing, we certify to the
Securities and Exchange Commission that we have the
authority and resources to protect ratepayers subject to
our jurisdiction and we intend to exercise that
authority.
/s/Roger Hamilton /s/Joan Smith /s/Ron Eachus
Roger Hamilton Joan Smith Ron Eachus
Chairman Commissioner Commissioner
Enclosure (Enron letter dated May 27, 1997)
cc: Charles L. Ben
Attorney at Law
Suite 805
1220 S.W. Morrison Street
Portland, OR 97205
