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SECURITIES AND EXCHANGE COMMISSION
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,
ON BEHALF OF
COMPANHIA DE GAS DE BAHIA S.A.
COMPANHIA PERNAMBUCANA DE GAS
GAS DE ALAGOAS S.A.
EMPRESA SERGIPANA DE GAS S.A.
COMPANHIA DE GAS DE SANTA CATARINA
COMPANHIA PARAIBANA DE GAS
AND
COMPANHIA PARANAENSE DE GAS
Enron Corp., an Oregon corporation ("Enron"), hereby files this Form
U-57 under Section 33(a) of the Public Utility Holding Company Act of 1935, as
amended (the "Act"), on behalf of the seven Brazilian gas distribution companies
named above (the "Brazilian Gas Companies"), for the purpose of notifying the
Securities and Exchange Commission (the "Commission") that each of the Brazilian
Gas Companies is a "foreign utility company" under such Section 33(a).
Enron proposes to make indirect equity investments in the Brazilian Gas
Companies in the following manner. Enron owns 100% of the shares of Atlantic
Commercial Finance, Inc., a Delaware corporation ("Atlantic"). Atlantic owns
100% of the shares in Enron International Brazil Investments 1997 Ltd., a Cayman
Islands company ("Enron Brazil"). On October 10, 1997, Enron Brazil entered into
an agreement (the "SPA") to purchase the entire issued share capital of Global
Petroleum & Gas Industry Limited ("Global"), a company incorporated in Jersey,
Channel Islands. Global is the owner of the entire issued share capital of Gas
Participacoes S.A., a Brazilian corporation ("Gaspart"). Gaspart owns direct or
indirect equity interests in each of the Brazilian Gas Companies, as more fully
set out below. Each of the Brazilian Gas Companies operates under an exclusive
concession for the distribution of natural gas over a distinct geographical area
granted by the government of the Brazilian state that has jurisdiction over the
relevant area. As more fully set forth below, the other shareholders in each
Brazilian Gas Company are (in most cases) a subsidiary of the Brazilian state
oil and gas company Petrobras Distribuidora S.A. ("Petrobras") and the relevant
Brazilian state government. Closing under the SPA is due to occur on December
15, 1997 or earlier at Enron Brazil's option, subject to the satisfaction or
waiver by Enron Brazil of certain conditions precedent.
ITEM 1
Set forth below is the following information for each Brazilian Gas
Company: (a) its name; (b) its business address; (c) a description of its
facilities used for the distribution at retail of natural
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or manufactured gas; and (d) to the extent known, the name of each person that
holds five percent or more of any class of its voting securities.1
BAHIAGAS
(a) Name: Companhia de Gas de Bahia S.A.
(b) Business Address: Av. Tancredo Neves, 450 Edificio Suarez
Trade, Sala 1801, Pituba, Salvador, Bahia, Brazil CEP 41820-020.
(c) Description of Facilities: Bahiagas is a mixed economy company
whose purpose is to promote the production, purchase, storage, transportation,
transmission, distribution, and commercialization of combustible gas. The
Bahiagas system transports residue gas from a Petrobras refinery and on-shore
gas well gas to approximately 34 customers. The system includes 43.4 miles of
pipeline with average daily gas volumes of 1,532,000 cubic meters.
(d) Shareholders:
<TABLE>
<CAPTION>
Ordinary Shares: Preferred Shares:
Name Shares Percent Shares Percent
---- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Gaspart 314,500 24.5 1,283,676 50.0
Petrobras 314,500 24.5 1,283,676 50.0
State of Bahia 654,675 51.0 0 0
</TABLE>
COPERGAS
(a) Name: Companhia Pernambucana de Gas.
(b) Business Address: Av. Eng(Degree Mark) Domingos Ferreira,
4371 12(Degree Mark) Andar Edificio Bantu Center, Recife, Pernambuco, Brazil
CEP 51021-040.
(c) Description of Facilities: Copergas is a mixed economy company
whose purpose is to promote the purchase, storage, distribution, and
commercialization of combustible gas; to exercise related activities; to
participate in the ownership of other companies; to exercise technical and
economic-financial control over operations; to promote the improvement,
coordination, and
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(1) The number of shares that are set below are taken from Exhibits
to the SPA. These numbers differ, sometimes significantly, from the number of
shares reflected in the stock registry book of each Brazilian Gas Company. The
percentages of ownership, however, are generally consistent.
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expansion of its system; and to import the goods necessary for its activities.
The Copergas system has 34 customers. The system includes 75 miles of pipelines,
of various diameters, with average daily gas volumes of 591,000 cubic meters.
(d) Shareholders:
<TABLE>
<CAPTION>
Ordinary Shares: Preferred Shares:
Name Shares Percent Shares Percent
---- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Gaspart 602,496 24.5 2,459,167 50.0
Petrobras 602,496 24.5 2,459,167 50.0
State of Pernambuco 1,254,176 51.0 0 0
</TABLE>
ALGAS
(a) Name: Gas de Alagoas S.A.
(b) Business Address: Rua Dez de Novembro, 359 Farol-Maceio, Alagoas,
Brazil CEP 57050-220.
(c) Description of Facilities: Algas is a mixed economy company whose
purpose is to promote the production, purchase, storage, distribution, and
commercialization of gas and the provision of related services. The Algas system
has 6 customers connected to three city gates. The system includes 41.3 miles of
three-inch to six-inch pipelines transporting average daily gas volumes of
353,000 cubic meters.
(d) Shareholders:
<TABLE>
<CAPTION>
Ordinary Shares: Preferred Shares:
Name Shares Percent Shares Percent
---- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Gaspart 8,097,598 24.5 33,051,422 50.0
Petrobras 8,097,598 24.5 33,051,422 50.0
State of Alagoas 16,856,225 51.0 0 0
</TABLE>
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EMSERGAS
(a) Name: Empresa Sergipana de Gas S.A.
(b) Business Address: Rua Jose Sotero, 292 Treze de Julho, Aracaju,
Sergipe, Brazil CEP 49020-110.
(c) Description of Facilities: Emsergas is a mixed economy company
whose purpose is to explore, produce, purchase, store, transport, distribute,
and commercialize gas as well as to provide related services in diverse market
segments for the use of gas as a raw material, for generation of energy and for
other purposes and uses that promote the economic and social development of the
State of Sergipe. Emsergas is also intended to encourage owners of mass transit
vehicles to convert their engines to the use of natural gas as well as to
promote the establishment of stations for the distribution of natural gas to
such vehicles. The Emsergas system has 18 customers in three operating districts
with 5 city gates. The system includes 23.6 miles of three-inch to six-inch
pipelines with average daily gas volumes of 101,000 cubic meters.
(d) Shareholders:
<TABLE>
<CAPTION>
Ordinary Shares: Preferred Shares:
Name Shares Percent Shares Percent
---- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Gaspart 16,052,335 24.5 65,519,734 50.0
Petrobras 16,052,335 24.5 65,519,734 50.0
State of Sergipe 33,415,064 51.0 0 0
</TABLE>
SCGAS
(a) Name: Companhia de Gas de Santa Catarina.
(b) Business Address: Av. Rio Branco, 387/154 Centro,
Florianopolis, Santa Catarina, Brazil CEP 88015-200.
(c) Description of Facilities: SCGas is a mixed economy company whose
purpose is to execute the local public service of piped gas, with exclusive
rights over distribution, within the State of Santa Catarina and to exercise
related activities. For these purposes, the local public service of piped gas
means service to the industrial, commercial, residential, transportation, and
institutional market segments. To this end, SCGas may produce, purchase, store,
distribute, and commercialize gas, its subproducts, and its derivatives. SCGas
also may promote the construction and operation of infrastructure necessary for
the gas service, directly or through third parties, as well as the
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purchase, importation, assembly, and manufacture of equipment and components
necessary to supply the gas market and to optimize the use of energy and its
derivatives. SCGas has not begun providing service, as of the date of this
document.
(d) Shareholders:
<TABLE>
<CAPTION>
Ordinary Shares: Preferred Shares:
Name Shares Percent Shares Percent
---- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Gaspart 19,780 23.0 86,000 50.0
Petrobras 19,780 23.0 86,000 50.0
State of Santa Catarina 43,860 51.0 0 0
Infraestrutura de Gas
para a Regiao Sul S.A. 2,580 3.0 0 0
</TABLE>
NOTE: Gaspart owns approximately 6% of the voting
securities of Infraestrutura de Gas para a
Regiao Sul S.A.
PBGAS
(a) Name: Companhia Paraibana de Gas.
(b) Business Address: Av. Presidente Epitacio Pessoa, 4840 Edificio
Imperator, Sala 206, Tambau Joao Pessoa, Paraiba, Brazil CEP 58030-001.
(c) Description of Facilities: PBGas is a mixed economy company whose
purpose is to explore the public service of providing piped gas within the State
of Paraiba for the purpose of supplying the demand of industrial, commercial,
residential, institutional, transportation, and other consumers that require the
service. To this end, PBGas may promote the purchase, storage, transportation,
or distribution of combustible and/or piped gas for all uses as well as exercise
related activities. The PBGas system has 15 customers and one city gate. The
system includes 14 miles of six-inch to eight-inch pipelines transporting
average daily gas volumes of 89,000 cubic meters.
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(d) Shareholders:
<TABLE>
<CAPTION>
Ordinary Shares: Preferred Shares:
Name Shares Percent Shares Percent
---- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Gaspart 13,720 24.5 56,000 50.0
Petrobras 13,720 24.5 56,000 50.0
State of Paraiba 28,560 51.0 0 0
</TABLE>
COMPAGAS
(a) Name: Companhia Paranaense de Gas.
(b) Business Address: Rua 13 de Maio, 616-4o Andar, Curitiba, Parana,
Brazil CEP 80510-030.
(c) Description of Facilities: Compagas is a mixed economy company
whose purpose is to explore the public service of providing piped gas, with
exclusive rights over distribution, within the State of Parana and to exercise
related activities for the purpose of supplying the demand of industrial,
commercial, residential, institutional, transportation, and other consumers that
require the service. To this end, Compagas may produce, purchase, store,
distribute, and commercialize gas, its subproducts, and/or its derivatives.
Compagas also may promote the construction and operation of infrastructure
necessary for the service, directly or through third parties; purchase, import,
assemble, and manufacture equipment and components necessary to supply the
market with gas and for the best utilization of energy and its derivatives.
Further, Compagas may participate in the ownership of other companies. Compagas
has not begun providing service, as of the date of this document.
(d) Shareholders:
<TABLE>
<CAPTION>
Ordinary Shares: Preferred Shares:
Name Shares Percent Shares Percent
---- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Dutopar Participacoes
LTDA 70,464 24.55 140,069 24.47
Petrobras 70,464 24.55 140,069 24.47
Companhia Paranaense de
Energia 146,084 50.90 292,169 51.05
</TABLE>
Note: Following the closing under the SPA,
Gaspart will own 158,500 ordinary shares of
Dutopar Participacoes LTDA, representing
99% of its ordinary shares.
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ITEM 2
Domestic Associate Public-Utility Companies. A subsidiary of Enron,
Portland General Electric Company, an Oregon corporation, is a public utility
that is engaged in the generation, transmission and distribution of electricity
predominately in the State of Oregon. Accordingly, Enron is a "holding company"
and Portland General Electric Company will be an "associate company" of each
Brazilian Gas Company, as such terms are defined in the Act. Enron is exempt
from the provisions of the Act (other than Section 9(a)(2)) by reason of Section
3(a)(1) of the Act and Rule 250.2 promulgated under the Act. Portland General
Electric Company will not own any of the shares of any Brazilian Gas Company.
State Commission Certification. The certification of the Oregon Public
Utilities Commission that is required under Section 33(a)(2) of the Act was
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.
Such certification is hereby incorporated by reference.
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The undersigned company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.
ENRON CORP.
By: /s/ REX R. ROGERS
----------------------------------
Name: Rex R. Rogers
--------------------------------
Title: Vice President and Associate
General Counsel
December 3, 1997
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