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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
ENRON TEESSIDE OPERATIONS LIMITED
Enron Corp., an Oregon corporation ("Enron"), hereby files this Form
U-57/A under Section 33(a) of the Public Utility Holding Company Act of 1935,
as amended (the "Act"), on behalf of Enron Teesside Operations Limited
("ETOL"), a limited liability company incorporated under the laws of England
and Wales.
On December 17, 1998, Enron filed a Form U-57 under such Section
33(a) (the "Original Filing") for the purpose of notifying the Securities and
Exchange Commission that ETOL would become a "foreign utility company" under
such Section 33(a) upon ETOL's acquisition of the Wilton Power Station and
electricity transmission and distribution facilities described below (the
"Facilities"). ETOL acquired the Facilities on December 31, 1998 from ICI
Chemicals and Polymers Ltd. ("C&P"), a limited liability company incorporated
under the laws of England and Wales, and Imperial Chemical Industries plc
("ICI"), a public limited company incorporated under the laws of England and
Wales, as part of ETOL's acquisition of the Teesside Utilities and Services
Business of C&P and ICI (the "Business"). As the current owner of the Business,
ETOL primarily provides utilities and ancillary support services to chemical
plants at the Wilton chemicals complex (the "Wilton Site"), which is located
approximately five miles east of Middlesbrough in the Tees Valley of northeast
England.
Enron indirectly owns 100% of the shares in ETOL in the following
manner: (i) Enron owns 100% of the shares in Enron Power Corp., a Delaware
corporation, and 100% of the membership interests in Enron Europe L.L.C., a
Delaware limited liability company; (ii) Enron Power Corp. owns 87.5% of the
shares in ECT Europe, Inc., a Delaware corporation, and Enron Europe L.L.C.
owns the remaining 12.5% of the shares in ECT Europe, Inc.; (iii) ECT Europe
Inc. owns 100% of the shares in Enron Europe Limited, a limited liability
company incorporated under the laws of England and Wales; (iv) Enron Europe
Limited owns 100% of the shares in Teesside Operations (Holdings) 2 Limited, a
limited liability company incorporated under the laws of England and Wales; (v)
Teesside Operations (Holdings) 2 Limited owns 100% of the shares in Teesside
Operations (Holdings) Ltd., a limited liability company incorporated under the
laws of England and Wales ("TOHL"); and (vi) TOHL owns 100% of the shares in
ETOL.
ETOL now proposes to restructure its equity ownership in the
following manner. ETOL would create two new classes of voting securities: the
Class A Shares and the Class B Shares. Each such Class will represent 50% of
the control of ETOL, including the right to elect 50% of its directors. TOHL's
current shares would be converted into Class A Shares. The Class B Shares would
be issued to Teesside Investment Limited, a newly-formed, special-purpose
company
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organized under the law of England and Wales ("Investment"). Investment will be
wholly-owned by Wilton Trust, a newly-formed, special-purpose Delaware business
trust (the "Trust"). The Trust will issue certificates of beneficial interest
to various institutional investors.
Enron is filing this Form U-57/A as an amendment to the Original
Filing to reflect the change of direct ownership of ETOL's voting securities
that will occur upon the closing of such transaction (the "Closing"), and to
make certain other changes to the Original Filing.
ITEM 1
Set forth below is the following information for ETOL: (a) its name;
(b) its business address; (c) a description of its facilities used for the
generation, transmission and distribution of electric energy for sale or for
the distribution at retail of natural or manufactured gas; and (d) to the
extent known, the name of each person that holds (or, after the Closing, will
hold) five percent or more of any class of its voting securities.
(a) Name: Enron Teesside Operations Limited
(b) Business Address: P.O. Box 54, Wilton, Middlesborough,
Cleveland TS90 8JA,
England, United Kingdom
(c) Description of Facilities:
(i) The Wilton Power Station, located at the Wilton
Site, being a combined heat and power station
producing controlled-pressure steam with
electricity generation as a secondary function,
with a gross electrical generation capacity of
154 MW and a net export capacity of 144 MW.
(ii) An electrical distribution system located at the
Wilton Site and comprising, inter alia, four
primary substations, numerous secondary
substations and transformers, and approximately
400 miles of high-voltage cables. The system
distributes electricity generated at the Wilton
Power Station and the Teesside Power Station, or
obtained from the United Kingdom National Grid,
to chemical plants at the Wilton Site.
(iii) A fuel gas distribution system for distributing
natural gas and by-product process gas to
chemical plants at the Wilton Site.
(iv) A low-pressure natural gas distribution system
for distributing natural gas to various
businesses providing services to chemical plants
at the Wilton Site. This system will be
decommissioned in October 1999.
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(d) Shareholders: As set forth above, 100% of the voting
securities of ETOL are currently owned by TOHL, an
indirect subsidiary of Enron. From and after the Closing,
the voting securities of ETOL will be owned as follows:
<TABLE>
<CAPTION>
Shareholder's Shareholder's
Percent of Percent of All
Name Class Class Voting Securities
---- ----- ------------- -----------------
<S> <C> <C> <C> <C>
TOHL A 100 50
Investments B 100 50
</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 is an "associate company" of ETOL, 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 does
not own any of the shares of ETOL.
State Commission Certification. The certification of the Oregon
Public Utility 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
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Rex R. Rogers
Vice President and Assistant
General Counsel
September 16, 1999
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