CATALYST GROUP INC
U-3A-2, 1999-01-29
Previous: ROCHDALE INVESTMENT TRUST, 485APOS, 1999-01-29
Next: RENCO STEEL HOLDINGS INC, 10-K405, 1999-01-29




<PAGE>

                                                               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.
                            ------------------------
                               (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 1,000,096,000 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.

                                                                     Pg. 1 of 5

<PAGE>


         (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 for the distribution at retail of
natural or manufactured gas.

         None

         (b) Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.

         None

         (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.

         Not applicable

         (d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.

         None

         (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).

         Not applicable


                                   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 1998 calendar year will be filed when they become
available.


                                                                     Pg. 2 of 5

<PAGE>


         The above-named claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 26th day of January, 1999.

                                    The Catalyst Group, Inc.
                                   ------------------------
                                      (Name of claimant)


                          By          /S/ Jack R. Sauer
                             ------------------------------------
                                       Jack R. Sauer
                                      Vice President

CORPORATE SEAL

Attest:

           S/ Elsie Sugiharto
 --------------------------------------
             Elsie Sugiharto
               Accountant

Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:


Jack R. Sauer                Vice President
- ---------------------------------------------
   (Name)                        (Title)


       c/o Century Power, LLC
     3900 Park Avenue, Suite 102
          Edison, NJ 08820
- ---------------------------------------
              (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

         The Financial Data Schedule will be submitted as soon as the financial
statements of the Claimant for the 1998 calendar year become available.


                                   EXHIBIT C

         An organizational chart showing the relationship of each EWG or
foreign utility company to associate companies in the holding company system.

         See attachment B


                                                                     Pg. 3 of 5

<PAGE>


                                                                   Attachment A
                                                                   ------------

                            THE CATALYST GROUP, INC.

                             Statement by Claimant

1.       The Catalyst Group, Inc. (the "Claimant") is a Louisiana corporation
         located at 409 Texas Street, Vidalia, Louisiana 71373. 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
         Attachment B.

2.       The Claimant, through CVAC, owns 100% of CVHC. 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 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.


                                                                     Pg. 4 of 5

<PAGE>


                                                                  Attachment B
                                                                  ------------


                            The Catalyst Group, Inc.

                      Organization as of December 31, 1998
                      ------------------------------------
<TABLE>
<CAPTION>

                                        State of
Name                                    Incorporation     Location of Business      Nature of Business
- ----                                    -------------     --------------------      ------------------

<S>                                     <C>               <C>                       <C>
Ronald W. Cantwell                      N/A               N/A                       100% ownership of The Catalyst Group, Inc.
     (Individual)

The Catalyst Group, Inc.                Louisiana         Vidalia, LA               100% ownership of Catalyst Vidalia Acquisition 
                                                                                    Corporation.

Catalyst Vidalia Acquisition            Louisiana         Vidalia, LA               100% ownership of Catalyst Vidalia Holding 
     Corporation ("CVAC")                                                           Corporation and the sole member of Century 
                                                                                    Power, LLC.

Catalyst Vidalia Holding                Louisiana         Vidalia, LA               100% ownership of Catalyst Vidalia Corporation.
     Corporation ("CVHC")

Catalyst Vidalia Corporation            Louisiana         Lettsworth, LA            General Partner of Catalyst Old River 
                                                                                    Hydroelectric Limited Partnership with 50% 
                                                                                    interest in and 100% voting interest in such
                                                                                    partnership. See expanded response to question
                                                                                    2.

Catalyst Old River Hydroelectric        A Louisiana       Lettsworth, LA            Lessee of a 192-Megawatt hydroelectric facility
     Limited Partnership                Limited                                     in Concordia Parish, Louisiana.
                                        Partnership                                 See expanded respone to question 2.

Century Power, LLC                      Louisiana         Edison, NJ                Owns 100% of the CVHC Participating Preferred 
                                                                                    Stock

Catalyst Construction Corporation       Delaware          Collinsville, CT          Inactive, owned 100% by CVAC
     of Connecticut

Catalyst Energy Construction            Delaware          Collinsville, CT          Inactive, owned 100% by CVAC
     Corporation

Catalyst Waste-to-Energy Corporation    Delaware          --                        Inactive, owned 100% by CVAC

Obermeyer Hydraulic Turbines            Connecticut       --                        Inactive, owned 100% by CVAC

Catalyst Energy Systems Corporation     Delaware          --                        Inactive, owned 100% by CVAC
</TABLE>


                                                                     Pg. 5 of 5




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission