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February 28, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Catalyst Group, Inc.
File No. 69-363
Gentlemen:
On behalf of The Catalyst Group, Inc. (the "Company"),
I enclose herewith for filing under the Public Utility
Holding Company Act of 1935, as amended, the following
documents:
One sequentially numbered executed copy of the
Company's Statement on Form U-3A-2, with exhibits.
Please telephone the undersigned at (212) 867-3800
extension 222 with any questions or comments you have
regarding the enclosed.
Please stamp the enclosed receipt copy of this
transmittal letter and return to the Company in the enclosed
stamped self addressed envelope.
Very truly yours,
Jack R. Sauer
Vice President
cc: Janet Lutter
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File No. 69-363
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM U-3A-2
Statement by Holding Company Claiming Exemption Under Rule
U-3A-2 from
the Provisions of the Public Utility Holding Company Act of
1935
To Be Filed Annually Prior to March `1
THE CATALYST GROUP, INC.
(Formerly known as Merrimac II Corporation)
(Name of Company)
hereby files with the Securities Exchange Commission,
pursuant to Rule 2, its statement claiming exemption as a
holding company from the provisions of the Public Utility
Holding Company Act of 1935, and submits the following
information:
1. Name, State of organization, location and nature
of business of claimant and every subsidiary thereof, other
than any exempt wholesale generator (EWG) or foreign utility
company in which claimant directly or indirectly holds an
interest.
See Attachment A
2. A brief description of the properties of claimant
and each of its subsidiary public utility companies used for
the generation, transmission, and distribution of electric
energy for sale, or for the production, transmission, and
distribution of natural or manufactured gas, indicating the
location of principal generating plants, transmission lines,
producing fields, gas manufacturing plants, and electric and
gas distribution facilities, including all such properties
which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines
which deliver or receive electric energy or gas at the
borders of such State.
See Attachment A
3. The following information for the last calendar
year with respect to claimant and each of its subsidiary
public utility companies:
(a) Number of kwh. of electric energy sold (at retail
or wholesale), and Mcf. of natural or manufactured gas
distributed at retail.
Sold 1,004,291,000 kwh. of electric energy at
wholesale.
(b) Number of kwh. of electric energy and Mcf. of
natural or manufactured gas distributed at retail outside
the State in which each such company is organized.
Sold no kwh. of electric energy or Mcf. of natural or
manufactured gas distributed at retail outside
Louisiana.
(c) Number of kwh. of electric energy and Mcf. of
natural or manufactured gas sold at wholesale outside the
State in which each such company is organized, or at the
State line.
Sold no kwh. of electric energy of Mcf. of natural or
manufactured gas at wholesale outside Louisiana, or at
the Louisiana State line.
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(d) Number of kwh. of electric energy and Mcf. of
natural or manufactured gas purchased outside the State in
which each such company is organized or at the State line.
See attachment A.
Purchased no kwh. of electric energy or Mcf. of natural
or manufactured gas outside Louisiana, or at the
Louisiana State line.
4. The following information for the reporting period
with respect to claimant and each interest it holds directly
or indirectly in an EWG or a foreign utility company,
stating monetary amounts in United States dollars:
(a) Name, location, business address and description
of the facilities used by the EWG or foreign
utility company for the generation, transmission
and distribution of electric energy for sale or f
(b) or the distribution at retail of natural or
manufactured gas.
See Attachment A
(b) Name of each system company that holds an interest
in such EWG or foreign utility company; and description of
the interest held.
See Attachment A
(c) Type and amount of capital invested, directly or
indirectly, by the holding company claiming exemption; any
direct or indirect guarantee of the security of the EWG or
foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for
which there is recourse, directly or indirectly, to the
holding company claiming exemption or another system
company, other than the EWG or foreign utility company.
See Attachment A
(d) Capitalization and earnings of the EWG or foreign
utility company during the reporting period.
See Attachment A
(e) Identify any service, sales or construction
contract(s) between the EWG or foreign utility company and a
system company, and describe the services to be rendered or
goods sold and fees or revenues under such agreement(s).
None
EXHIBIT A
A consolidating statement of income and surplus of the
claimant and its subsidiary companies for the last calendar
year, together with a consolidating balance sheet of
claimant and its subsidiary companies as of the close of
such calendar year.
Consolidated and consolidating financial statements of
the Claimant as of the close of the 1997 calendar year will
be filed when they become available.
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The above-named claimant has caused this statement to
be duly executed on its behalf by its authorized officer on
this 27th day of February, 1998.
The Catalyst Group, Inc.
(Name of claimant)
By
Jack R. Sauer
Vice President
CORPORATE SEAL
Attest:
Ronald W. Cantwell
President
Name, title, and address of officer to whom notices and
correspondence concerning this statement should be
addressed:
Jack R. Sauer Vice President
(Name) (Title)
245 Park Avenue, New York, NY 10167
(Address)
EXHIBIT B. Financial Data Schedule
If, at the time a report on this form is filed, the
registrant is required to submit this report and any
amendments thereto electronically via EDGAR, the registrant
shall furnish a Financial Data Schedule. The Schedule shall
set forth the financial and other data specified below that
are applicable to the registrant on a consolidated basis.
Item No. Caption Heading
1 Total Assets
2 Total Operating Revenues
3 Net Income
Not applicable
EXHIBIT C
An organizational chart showing the relationship of
each EWG or foreign utility company to associate companies
in the holding company system.
See attached Exhibit C
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THE CATALYST GROUP, INC.
Attachment A
Statement by Claimant
1. The Catalyst Group, Inc. (the "Claimant") is a
Louisiana corporation located at 245 Park Avenue, New
York, New York 10167. The claimant has a 100%
ownership interest in Catalyst Vidalia Acquisition
Corporation ("CVAC"), a Louisiana corporation, which
has a 100% ownership interest in Catalyst Vidalia
Holding Corporation ("CVHC"), a Louisiana corporation,
which has a 100% ownership interest in Catalyst Vidalia
Corporation ("CVC"), a Louisiana corporation, which
owns a 50% interest in, and 100% of the voting
securities of, Catalyst Old River Hydroelectric Limited
Partnership, a Louisiana limited partnership in
commendam (the "Partnership"). The Partnership is
located at Old River Control Complex, North Highway 15,
Lettsworth, Louisiana 70753, and the nature of its
business is ownership of a lessee interest in, and the
operation of, a 192 megawatt hydroelectric facility.
Further information regarding the business of the
Partnership is contained in Note 2 below and the
information regarding the nature of business of the
Claimant and its respective subsidiaries is attached
hereto as Schedule I.
2. The Claimant, through CVAC, acquired 100% of the issued
and outstanding common stock of CVHC on February 1,
1994.
CVHC owns 100% of CVC which is the sole general partner
of the Partnership. CVC owns a 50% interest in the
Partnership and, as sole general partner, 100% of the
voting securities of the Partnership.
The Partnership's assets consist of a leasehold
interest in a 192 MW run-of-river hydroelectric
facility located in Concordia Parish (near Vidalia),
Louisiana, approximately one mile north of the Army
Corps of Engineers Old River Control Complex between
the Mississippi River and the Red/Atchafalaya Rivers.
The Project consists of an intake channel 4,500 feet in
length, a power plant containing eight bulb turbines
with a total installed capacity of 192 MW, and a power
discharge channel 10,000 feet in length discharging
into the Old River Outflow Channel. The Project
discharges the flows that otherwise would be passed
through the Low Sill Structure of the Old River Control
Structure. A single 40-mile, 115-KV transmission line
connects the Project with Louisiana Power and Light's
existing substation, just west of Vidalia.
In August 1990, the Partnership sold and leased back
its interest in the Project to and from a group of
institutions. The term of the lease is 30 years,
subject to certain renewal options. Under the lease
and related agreements, the Partnership was granted
certain options to purchase the Project from the
lessors. These agreements also impose certain
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restrictions on the operation of the Project by the
Partnership, and generally require that revenues from
Project operations be used to pay operating and
maintenance expenses, rent, royalty and related
obligations before they may be distributed to the
partners of the Partnership.
Exhibit C-1
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The Catalyst Group, Inc.
Subsidiaries as of March 1, 1998
<TABLE>
<CAPTION>
State of Location
Name Incorporation of Business Nature of Business
<S> <C> <C> <C>
The Catalyst Group, Inc. Louisiana New York, NY Ownership of Catalyst
Vidalia Acquisition
Corporation.
Catalyst Vidalia Louisiana New York,NY Ownership of Catalyst
Acquisition Corp. Vidalia Holding Corp.
Catalyst Vidalia Louisiana New York, NY Ownership of Catalyst
Holding Corp. Vidalia Corp.
Catalyst Vidalia Corp. Louisiana Lettsworth,LA General Partner of
Catalyst Old River
HydroelectricLimited
Partnership with 50%
interest in and 100%
voting interest in
such partnership.
See expanded response
to question 2.
Catalyst Old River A Louisiana Lettsworth, LA Lessee of a 192-Megawatt
Hydroelectric Limited Limited hydroelectric facility in
Partnership Partnership Concordia Parhish, LA
See expanded response
to question 2.
Catalyst Construction Delaware Collinsville,CT Inactive
Corp. of Connecticut
Catalyst Energy Delaware Collinsville,CT Inactive
Consturction Corp.
Century Power Corp. Louisiana Dallas,Texas Inactive
Catalyst Waste-to- Delaware -- Inactive
Energy Corporation
Obermeyer Hydraulic Connecticut -- Inactive
Turbines
Catalyst Energy Systems Delaware -- Inactive
Corporation
Rincon Resources, Inc. Arizona -- Inactive
Madera Resources, Inc. Arizona -- Inactive
</TABLE>
