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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 ESTADUAL DE GAS DO RIO DE JANEIRO
AND
RIOGAS S.A.
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 Companhia Estadual de Gas do Rio de Janeiro,
a Brazilian corporation ("CEG"), and Riogas S.A., a Brazilian corporation
("Riogas"), for the purpose of notifying the Securities and Exchange Commission
that each of CEG and Riogas is a "foreign utility company" under such Section
33(a).
The State of Rio de Janeiro, Brazil is conducting a partial
privatization of CEG and Riogas by auctioning 56.4% of the shares of CEG and
75% of the shares of Riogas. Certain subsidiary companies of Enron are among
the successful bidders in that auction. The sale of the shares of CEG and
Riogas is expected to close on or about July 21, 1997 (the "Closing"). At the
Closing, Enron will indirectly (through such subsidiary companies) acquire
shares of CEG and Riogas in the following manner:
CEG
Enron owns 100% of the shares of Atlantic Commercial Finance, Inc., a
Delaware corporation ("Atlantic"). Atlantic owns 100% of the shares in (a)
Enron International Brazil Gas Holdings, Ltd., a Cayman Islands limited
liability company ("Enron Brazil Holdings"), and (b) Enron International Brazil
1997 Ltd., a Cayman Islands limited liability company ("Enron Brazil 1997").
Enron Brazil Holdings is the 99% quotaholder, and Enron Brazil 1997 is the 1%
quotaholder, of GEC Participacoes Ltda., a Brazilian limitada ("GEC"). At the
Closing, GEC proposes to acquire 12,447,015,252 shares of CEG, which will
represent 25.3833% of the outstanding shares of CEG.
RIOGAS
Enron Brazil 1997 owns 84% of the shares of Borgogna Participacoes E
Empreendimentos Ltda., a Brazilian limitada ("Borgogna"). The remainder of
the shares of
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Borgogna are owned as follows: (a) Pluspetrol Energy Sociedad Anonima
("Pluspetrol") owns 12% of the Borgogna shares; (b) Iberdrola Investimentos
Sociedade Unipessoal Ltd. ("Iberdrola") owns 3.5% of the Borgogna shares; and
Gas Natural SDG SA ("Gas Natural") owns 0.5% of the Borgogna shares. At the
Closing, Borgogna proposes to acquire (i) 816,500 common shares of Riogas,
which will represent 16.3% of the outstanding common shares of Riogas, and (ii)
2,933,500 preferred shares of Riogas, which will represent 29.335% of the
outstanding preferred shares of Riogas.
Enron Brazil 1997 also owns 51% of the shares of Ementhal Participacoes
E Empreendimentos Ltda., a Brazilian limitada ("Ementhal"). Iberdrola owns the
remaining 49% of the shares of Ementhal. At the Closing, Ementhal proposes to
acquire (i) 816,500 common shares of Riogas, which will represent 16.3% of the
outstanding common shares of Riogas, and (ii) 2,933,500 preferred shares of
Riogas, which will represent 29.335% of the outstanding preferred shares of
Riogas.
ITEM 1
Set forth below is the following information for each of CEG and Riogas:
(a) its name; (b) its business address; (c) a description of its facilities
used for the distribution at retail of natural or manufactured gas; and (d) to
the extent known, the name of each person that will hold five percent or more
of any class of its voting securities from and after the Closing.
CEG
(a) Name: Companhia Estadual de Gas do Rio de Janeiro.
(b) Business Address: Rua Sao Cristovao, No. 1200, Rio de Janeiro,
Brazil.
(c) Description of Facilities: A 2,200 km-long pipeline network in
the State of Rio de Janeiro, Brazil, for the distribution of natural gas and
manufactured gas, together with an LPG piped gas system, a manufactured gas
production and storage unit and three manufactured gas modulating systems.
(d) Shareholders :
<TABLE>
<CAPTION>
Name Shares Percentage
---- ------ ----------
<S> <C> <C>
Federal Union of Brazil 16,941,583,154 34.5490
Employees 4,413,264,000 9.0000
Gas Natural 9,266,111,355 18.8964
</TABLE>
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<TABLE>
<S> <C> <C>
Iberdrola 4,840,505,931 9.8713
Pluspetrol 1,106,401,355 2.2563
GEC 12,447,015,252 25.3833
</TABLE>
RIOGAS
(a) Name: Riogas S.A.
(b) Business Address: Av. Presidente Vargas, No. 1,1000, 11th Floor,
Rio de Janeiro, Brazil.
(c) Description of Facilities: A gas pipeline network in the portion
of the State of Rio de Janeiro in which CEG does not operate.
(d) Shareholders:
<TABLE>
<CAPTION>
Common Shares: Preferred Shares:
Name Shares Percent Shares Percent
---- ------ ------- ------ -------
<S> <C> <C> <C> <C>
Petrobras Distribuidora 816,500 16.3 2,933,500 29.335
Gas Natural 2,550,500 51.0 1,199,500 11.995
Ementhal 816,500 16.3 2,933,500 29.335
Borgogna 816,500 16.3 2,933,500 29.335
</TABLE>
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 CEG and Riogas, 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 CEG or Riogas.
State Commission Certification. Enclosed as Exhibit A is a copy of the
certification of the Oregon Public Utilities Commission that is required under
Section 33(a)(2) of the Act.
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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/ ROBERT H. BUTTS
-------------------------------------
Name: ROBERT H. BUTTS
-------------------------------------
Title: VICE PRESIDENT AND CONTROLLER
-------------------------------------
July 17, 1997
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EXHIBIT A
Oregon Public Utility Commission
550 Capitol Street NE
Salem, OR 97310-1380
(503) 373-7394
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-GP0138-96
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."
Enron has requested that we provide to the SEC the certification
specified in section 33(a)(2) of PUHCA.
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(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).
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Securities and Exchange Commission
June 23, 1997
Page Two
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)
c: Charles L. Best
Attorney at Law
Suite 805
1220 S.W. Morrison Street
Portland, OR 97205
