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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
EMPRESA DE DISTRIBUCION ELECTRICA NORESTE, S.A.
(Name of foreign utility company)
PANAMA DISTRIBUTION GROUP, S.A.
(Name of filing company, if filed on behalf of
a foreign utility company)
Item 1:
The name and address of the entity claiming foreign utility company
status is Empresa de Distribucion Electrica Noreste, S.A. ("EDE Noreste"),
Edificio Hatillo, Apartado 5285 Panama 5, Panama. EDE Noreste is a corporation
organized and existing under the laws of the Republic of Panama that will be
owned by Panama Distribution Group, S.A, ("PDG") an intermediate holding
company, and by the government of Panama (the "Panama Government")(1). PDG,
which was formed to acquire the stock of EDE Noreste, is owned by Constellation
Power International Investments, Ltd., CP Panama I, S.A. and Primer Grupo
Energetico, S.A. EDE Noreste is one of the three electric energy distribution
companies in Panama that was formed in 1998 as the result of the restructuring
of the Institute de Recursos Hidraulicos y Elictrificacion ("IRHE"), owned by
the Panama Goverment. EDE Noreste was formed for the purpose of distribution
and sale of electricity in the northern and eastern regions of Panama under a
(15-year) concession given by Ente Regulador de los Servicios Publicos ("ERSP"),
an autonomous agency of the Panama Government. EDE Noreste provides
approximately 1,280GWh of electricity to its customers, with a peak demand of
approximately 265 megawatts under the tariff
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(1) The Panama Government's portion of the EDE Noreste stock may change in the
future pursuant to the mandatory offer of a certain percentage of the
government-owned shares to permanent employees, as well as following the sales
of the government-owned shares through the Stock Exchange or by public auction.
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structure that was set by the ERSP and became effective on July 1, 1998 for
large customers and will become effective on January 1, 1999 for regulated
customers.
The utility assets of EDE Noreste consist of the electricity
substations and distribution networks in the areas under the concession.
PDG was selected by the Panama Government as the winning bidder to
own and operate EDE Noreste. PDG will own 51% of the voting securities of EDE
Noreste and the Panama Government will own the remaining interests. The members
of PDG that will own five percent or more of the voting securities of PDG are:
PERSON AMOUNT TYPE OF SECURITY
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Constellation Power Approx.
International Investments, Ltd. 25% Common Equity
CP Panama I, S.A. Approx.
55% Common Equity
Primer Grupo Energetico, Ltd. Approx.
20% Common Equity
Item 2:
Each of Baltimore Gas and Electric Company ("BGE") and Safe Harbor
Water Power Corp. ("Safe Harbor") is a public utility company that is an
associate company of Constellation Power International Investments, Ltd. and CP
Panama I, S.A. Constellation Power International Investments, Ltd. and CP Panama
I, S.A. are wholly owned subsidiary companies of Constellation Power, Inc.,
which is an indirect wholly-owned subsidiary of BGE. Constellation Power
International Investments, Ltd. and CP Panama I, S.A. will, together, contribute
no more than $72 million towards the purchase price of EDE Noreste.
EXHIBIT A
A certification of resources and authority has been previously filed
with the Commission by the Maryland Public Service Commission, the state
commission that regulates the retail rates of BGE, and is incorporated herein by
reference.
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Panama Distribution Group, S.A. has duly caused this statement to be
signed on its behalf by the undersigned thereunto duly authorized.
/s/ Michael D. Hornstein, Esq.
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Michael D. Hornstein, Esq.
Orrick, Herrington & Sutcliffe LLP
3050 K Street, N.W.
Washington, D.C. 20007
(202) 339-8400
Attorney for Panama Distribution Group, S.A.
October 30, 1998
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