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
OFFSHORE POWER OPERATIONS C.V.
(Name of foreign utility company)
Please send a copy of all notices and correspondence concerning
this Notice to:
Offshore Power Operations C.V.
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.
Offshore Power Operations C.V. ("OPO") a limited partnership organized
under the laws of the Netherlands, hereby notifies the Commission, pursuant
to Section 33(a) of the Act and Rule 57 thereunder, that OPO is a foreign
utility company within the meaning of Section 33(a) of the Act.
Name and Business Address:
c/o Equity Trust Co. nv
Schouwburgplein 30-34
3012 CL Rotterdam
P.O. Box 21153
3001 AD Rotterdam
The Netherlands
Description of Facilities:
Pursuant to the terms of three operation and maintenance agreements
(the "O&M Agreements") between OPO and Dabhol Power Company ("DPC"), OPO
will operate a power station, an LNG regasification facility and certain
marine works being constructed by DPC near the village of Dabhol in the
State of Maharashtra, India, approximately 170 kilometers south of Mumbai.
Pursuant to the first of the O&M Agreements, OPO will operate and
maintain a power station (the "Power Station") being developed and
constructed in two phases. The first phase of the Power Station,
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 Power Station is currently under development and
includes the addition of two power blocks ("Phase II"). Upon completion of
Phase II, therefore, the Power Station will include three power blocks each
consisting of a combined-cycle unit comprising two combustion turbine
generators, two heat recovery steam generators and one steam turbine
generator.
Phase I utilizes power generation equipment manufactured or supplied
by General Electric Company ("GE"), including GE's 9FA combustion turbines,
an upgraded version of GE's 7F and 9F combustion turbines. Included in
Phase I 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 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 Power Station after entry into commercial service of Phase
II is 2184 MW.
Under the second O&M Agreement, OPO will operate and maintain an LNG
regasification facility ("the Regas Facility") to be located adjacent to
the Power Station. The Regas Facility will consist of LNG storage tanks,
LNG vaporizers and associated pumps and piping and, when completed, will
have the capacity to process five million metric tons of liquified natural
gas per year, of which approximately two million will be used to supply the
Power Station's requirements for natural gas.
Pursuant to the terms of the third O&M Agreement, OPO will operate and
maintain port facilities associated with the Regas Facility including a
fuel jetty, navigational channel and breakwater ("the Marine Works").
Ownership:
OPO is a limited partnership formed under the laws of the Netherlands.
OPO's current partners and their ownership interests in OPO are as follows:
o Enron Reserve II B.V., a company organized under the laws of the
Netherlands and an affiliate of Enron Corp., an Oregon corporation,
owns a 0.1% general partnership interest in OPO; and
o Atlantic India Holdings Ltd., a company incorporated and organized
under the laws of the Cayman Islands and an affiliate of Enron Corp.
owns a 99.9% limited partnership interest in OPO.
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 OPO, 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.
Offshore Power Operations C.V.
By: /s/ R. H. Walls, Jr.
___________________________
Name: R. H. Walls, Jr.
Title: Attorney-in-Fact
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
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. Best
Attorney at Law
Suite 805
1220 S.W. Morrison Street
Portland, OR 97205
