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SECURITIES AND EXCHANGE COMMISSION
FORM U-57/A
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
ELEKTRO - ELETRICIDADE E SERVICOS 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 Elektro - Eletricidade e Servicos S/A, a
Brazilian corporation ("ELEKTRO"), for the purpose of notifying the Securities
and Exchange Commission that ELEKTRO is a "foreign utility company" under such
Section 33(a).
CESP - Companhia Energetica de Sao Paulo, a Brazilian mixed capital
corporation controlled by the State of Sao Paulo, Brazil, has conducted the
privatization of ELEKTRO by auctioning 90% of the common shares of ELEKTRO,
which represents 46.63% of the total stock of ELEKTRO. A certain subsidiary
company of Enron described below is the successful bidder in that auction. The
sale of the shares of ELEKTRO is expected to be completed in two separate
phases:
(1) On July 24, 1998 (the "First Closing Date"), Enron will
indirectly (through such subsidiary company) pay for
31,066,042,404 shares of the common stock of ELEKTRO, which
represents approximately 64% of the common shares and
33.16% of the total equity of ELEKTRO.
(2) On August 25, 1998 (the "Second Closing Date"), Enron will
be obligated to pay for certain shares of ELEKTRO not
subscribed by other parties. If none of these other shares
are subscribed by other parties, Enron's ownership interest
in ELEKTRO will increase up to 90% of the common shares,
which represents 46.63% of the total shares of ELEKTRO.
Enron's indirect ownership of ELEKTRO will therefore be represented
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 (a) Enron Brazil Power Holdings V Ltd., a Cayman Islands limited
liability company ("Enron Brazil Power Holdings"), and (b) Enron Brazil Power
Investments V Ltd., a Cayman Islands limited liability company ("Enron Brazil
Power Investments"). Enron Brazil Power Holdings is the 99% quotaholder, and
Enron Brazil Power Investments is the 1% quotaholder, of Terraco Participacoes
Ltda., a Brazilian limitada ("Terraco"). On the First Closing Date, Terraco will
pay for approximately 64% of the common stock of ELEKTRO. On the Second Closing
Date, Terraco may own as much as 43,687,486,404 shares of ELEKTRO in the
aggregate, which will represent 90% of the common shares and 46.63% of the total
stock of ELEKTRO.
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ITEM 1
Set forth below is the following information for ELEKTRO: (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 First Closing Date.
(a) Name: Elektro - Eletricidade e Servicos S/A
(b) Business Address: Rua Bela Cintra no 847 - 4o a 9o andares
Cerqueira Cesar - Sao Paulo/SP - 01415-000, Brazil
(c) Description of Facilities: An 82.025 km-long transmission
system for the distribution of electricity to approximately
1.5 million consumers throughout 223 municipalities in the
State of Sao Paulo and municipalities in the State of
Mato Grosso do Su, Brazil.
(d) Shareholders : Aside from the seller, CESP - Companhia Energetica de
Sao Paulo, to Enron's knowledge there will be no person holding 5% or
more of any class of ELEKTRO's voting securities at the First Closing
Date. Prior to the First Closing Date, the seller owned 100% of the
common stock of ELEKTRO. In conjunction with the purchase by Enron,
however, the seller is offering 10% of the voting shares to the
employees of ELEKTRO. If the employees do not exercise their right
to acquire such shares, the seller will retain this 10%. Also,
certain shareholders of the seller are being offered a right to
acquire approximately 26% of the common stock of ELEKTRO. If these
other parties exercise this right to acquire such shares, Enron may
know the ownership of such shares by the Second Closing Date.
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 ELEKTRO,
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 ELEKTRO.
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/ Peggy B. Menchaca
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Name: Peggy B. Menchaca
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Title: Vice President and Secretary
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July 23, 1998
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