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
DABHOL POWER COMPANY
(Name of foreign utility company)
Please send a copy of all notices and correspondence concerning this Notice
to:
Dabhol Power Company
c/o Lauren Hagerty
333 Clay Street, Suite 1800
Houston, Texas 77002
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.
Dabhol Power Company ("DPC") a company incorporated in India under the
Companies Act, 1956, hereby notifies the Commission, pursuant to Section
33(a) of the Act and Rule 57 thereunder, that DPC is a foreign utility
company within the meaning of Section 33(a) of the Act.
Name and Business Address:
Dabhol Power Company
611/613 Midas, 6th Floor
Sahar Plaza Complex
Mathurdas Vasantji Road
Andheri (East), Mumbai 400 059, India
Description of Facilities:
DPC was formed to develop, construct, own and operate a power station
and an LNG regasification facility and associated port facilities (the
"Project") near the village of Dabhol in the State of Maharashtra, India,
approximately 170 kilometers south of Mumbai, and to sell power to the
Maharashtra State Electricity Board ("MSEB"), the state-owned utility
pursuant to the terms of a power purchase agreement (the "PPA"). The
Project is being developed and constructed in two phases. The first phase
of the Project, comprising a single power block and certain ancillary
facilities ("Phase I"), has been financed, and construction was commenced
in March 1995. Phase I is expected to commence commercial operations in
January 1999. The second phase of the Project is currently under
development and includes the addition of two power blocks, the construction
of an adjacent regasification facility, fuel jetty and breakwater, a
dredged channel and turning basin ("Phase II"). Upon completion of Phase
II, therefore, the Project will include three power blocks incorporating
state of the art, combined-cycle technology. Each power block will consist
of a combined-cycle unit comprising two combustion turbine generators, two
heat recovery steam generators and one steam turbine generator.
The Phase I power block utilizes power generation equipment
manufactured or supplied by General Electric Company ("GE"), including GE's
9FA combustion turbines. Included in the Phase I power block is a GE
Frame 6 simple-cycle combustion turbine to provide black start capability
as well as peaking capability. The contracted capacity of Phase I under
the PPA is 740 MW. Phase I has been designed to run on natural gas, No. 2
distillate fuel oil or naphtha.
Phase II includes two additional blocks and certain auxiliary systems
and will also utilize GE Frame 9FA combustion turbines and other power
generation equipment manufactured or supplied by GE. The contracted
capacity of the Project after entry into commercial service of Phase II for
purposes of the PPA is 2184 MW. Phase II of the Project will also include
the construction of a regasification facility which will process liquified
natural gas, a portion of which will be used to supply the power station's
requirements for natural gas.
Ownership:
DPC is a company with unlimited liability formed under the laws of
India. DPC's current shareholders and their share ownership in DPC are as
follows:
o Enron Mauritius Company ("Enron Mauritius"), an affiliate of
Enron Corp. - 50%;
o Energy Enterprises (Mauritius) Company, an affiliate of Bechtel
Enterprises, Inc. - 10%;
o Capital India Power Mauritius I, an affiliate of General Electric
Capital Corporation - 10%; and
o Maharashtra Power Development Company Limited, an affiliate of
MSEB - 30%.
The ordinary shares of DPC are divided into 'A' shares and 'B' shares
making up 79% and 21% of the equity in DPC respectively. The 'B' shares
are entirely owned by Enron Mauritius and are distinct from the 'A' shares
in two respects. First, 'B' shares are subject to certain transferability
restrictions; specifically, such shares cannot be transferred except with
the consent of disaffiliated owners in their sole discretion. In addition
Enron Mauritius, as the single holder of 'B' shares, has the right to
purchase, for fair market value, the interests of shareholders voting
against Enron Mauritius on certain issues fundamental to DPC.
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.
Portland General Electric Company ("PGE") is a domestic associate
public utility company and is a direct subsidiary of Enron Corp. PGE has
not made an investment in and does not have any contractual relationship
with DPC, nor is any such investment or contractual relationship
contemplated.
The certification of the Oregon Public Utility Commission, as required
under Section 33(a)(2) of the Act is attached hereto as Exhibit A.
SIGNATURE
The undersigned company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.
Dabhol Power Company
By: /s/ James V. Derrick, Jr.
________________________
Name: James V. Derrick, Jr.
Title: Director
Dated: December 17, 1998
EXHIBIT INDEX
Exhibit A - Oregon Certification
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 distri-
bution 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. Best
Attorney at Law
Suite 805
1220 S.W. Morrison Street
Portland, OR 97205
