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
------------------
POHJOLAN VOIMA OY
COGENERATION PLANT S.L.
WKC GRIFT CV
(Name of foreign companies)
-------------------
STORA ENSO OYJ
(Name of filing company, if filed on behalf of a foreign utility company)
-------------------
The Commission is requested to send copies
of any communications in connection with this matter to:
Sara D. Schotland
Cleary, Gottlieb, Steen & Hamilton
2000 Pennsylvania Avenue, N.W.
Washington, D.C. 20006-1801
<PAGE>
Item 1
This form is filed by Stora Enso Oyj ("Stora Enso") to claim foreign
utility company status on behalf of Pohjolan Voima Oy, a Finnish company
("PVO"), Cogeneration Plant S.L., a Spanish company ("Cogeneration Plant"), and
WKC Grift CV, a Dutch company ("WKC Grift").
Based on publicly available information, the following is the business
address of PVO, a summary description of PVO's facilities used by PVO for the
generation, transmission, and distribution of electric energy for sale or for
the distribution at retail of natural gas and the identity of persons that own
5% or more of any class of any securities of PVO:
PVO's Business Address: Toolonkatu 4, P.O. Box 40, FIN-00101, Helsinki,
Finland.
Description of Facilities: PVO is a Finnish utility company that provides
electricity to its shareholders in proportion to their ownership interests
in PVO. PVO produces or otherwise obtains power from several sources,
including ten hydroelectric power plants, two nuclear power plants and
fourteen thermal power plants which are fired by coal, natural gas, peat,
biofuel and oil. PVO also imports electricity from Russia. In 1999, PVO had
3,266 megawatts ("MW") of installed generating capacity, produced
approximately 14,182 gigawatt hours ("GWh") of electricity and imported
approximately 670 GWh of electricity. In addition, PVO operates
approximately 250 kilometers of transmission lines connecting its
facilities with the main national grid.
PVO's Shareholders: Stora Enso owns approximately 16.5% of the outstanding
voting securities of PVO, comprised of 20.556% of Series A shares, 13.829%
of Series B shares, 0.118% of Series C shares, 86.339% of Series Dn shares,
28.506% of Series E shares and 0.020% of Series H shares; UPM-Kymmene Oyj
owns approximately 38.2% of the outstanding voting securities of PVO,
comprised of 58.040% of Series A shares, 59.668% of Series B shares, 0.306%
of Series C shares, 23.470% of Series E shares, 0.625% of Series H shares
and 55.871% of Series G shares; TXU Nordic Energy Oy owns approximately
14.7% of the outstanding voting securities of PVO, comprised of 60.169% of
Series C shares; Etela-Pohjanmaan Voima Oy owns approximately 4.3% of the
outstanding voting securities of PVO, comprised of 5.188% of Series A
shares, 60.352% of Series H shares and less than 5% of other series of
shares; Elakevakuutusyhtio Imarinen owns approximately 4.4% of the
outstanding voting securities of PVO, comprised of 18.041% of Series C
shares; Helsinki kaupunki owns approximately 1.4% of the outstanding voting
securities of PVO, comprised of 10.603% of Series E shares; Kemira Oyj owns
approximately 4.5% of the outstanding voting securities of PVO, comprised
of 8.397% of Series A shares, 5.649% of Series B shares and less than 5% of
other series of shares; Kokkolan kaupunki owns approximately 2.0% of the
outstanding voting securities of PVO, comprised of 13.661% of Series Dn
shares, 5.174% of Series H shares and less than 5% of other series of
shares; Kymppivoima Oy owns approximately 2.1% of the outstanding voting
securities of PVO, comprised of 8.229% of Series C shares and less than 5%
of other series of shares; Metsa-Serla Oyj owns approximately 2.5% of the
outstanding voting securities of PVO, comprised of 12.778% of Series B
shares and 0.267% of Series E shares; Myllykoski Oyj owns approximately
1.4% of the outstanding voting securities of PVO, comprised of 9.979% of
Series E shares; Paijat-Hameen Voima Oy owns 1.3% of the outstanding voting
securities of PVO, comprised of 12.500% of Series H shares and less than 5%
of other series of shares and Perhojonki Oy owns approximately 1.7% of the
outstanding voting securities of PVO, comprised of 35.553% of Series G
shares, 10.272% of Series H shares and less than 5% of other series of
shares. None of the other PVO shareholders owns 5% or more of any series of
PVO securities.
The following is the business address of each of Cogeneration Plant and WKC
Grift, a summary description of the facilities used by each of the foregoing
entities for the generation, transmission, and distribution of electric energy
for sale or for the distribution at retail of natural gas and the identity of
persons that own 5% or more of any class of any securities of the relevant
entity:
Cogeneration Plant's Business Address: Av. Diagonal 477, 08036 Barcelona,
Spain
Description of Facilities: Cogeneration Plant has approximately 52.2 MW of
installed electric generation capacity and generated approximately 425 GWh
of electricity in 1999. Cogeneration Plant provides electricity to the
production facility owned by Stora Enso Barcelona S.A., an indirect
wholly-owned subsidiary of Stora Enso. Cogeneration Plant also sells
electricity on a wholesale basis to Ener Group, a Spanish utility company.
Cogeneration Plant's Shareholders: Deutsche Bank owns 52.1% of the
outstanding voting securities of Cogeneration Plant and Stora Enso
Barcelona S.A. owns 47.9% of the outstanding voting securities of
Cogeneration Plant.
WKC Grift's Business Address: Ir. R.R. van der Zeelaan 1, 8191 JH
Wapenfelt, Netherlands Description of Facilities: WKC Grift has
approximately 73 MW of installed electric generation capacity and generated
approximately 558 GWh of electricity in 1999. WKC Grift provides
electricity to its two owners on a wholesale basis.
WKC Grift's Shareholders: The two owners of WKC Grift are Berghuizer Papier
Fabriek NV, and indirect wholly-owned subsidiary of Stora Enso, and Nuon
N.V., a Dutch utility company. Each owner holds 50% of the outstanding
voting securities of WKC Grift.
Item 2
Following the consummation of the acquisition (the "Acquisition") of
Consolidated Papers, Inc., a Wisconsin corporation ("Consolidated Papers"), by
Stora Enso, Consolidated Water Power Company ("CWPCo"), a Wisconsin corporation
and a wholly-owned subsidiary of Consolidated Papers, will become the domestic
associate public utility company of the foregoing foreign utility companies.
Following the Acquisition, Stora Enso and Stora Enso Acquisition Inc. (to be
renamed "Stora Enso Consolidated Papers, Inc."), a Wisconsin subsidiary of Stora
Enso into which Consolidated Papers will be merged (the "Surviving
Corporation"), will become holding companies of CWPCo. Stora Enso will own all
of the outstanding voting stock of the Surviving Corporation and the Surviving
Corporation will own all of the outstanding voting stock of CWPCo. Stora Enso
will also own (a) 16.5% of the outstanding voting stock of PVO; (b) 100% of the
outstanding voting stock of Stora Enso Ingerios Oy, a Finnish corporation, which
owns 100% of the outstanding voting stock of Stora Enso Barcelona S.A., a
Spanish corporation, which in turn owns 91% of the outstanding voting interest
in Cogeneration Plant; and (c) 100% of the outstanding voting stock of Stora
Enso Fine Papers Oy, a Finnish Corporation, which owns 100% of the outstanding
voting stock of Berghuizer Papier Fabriek NV, a Dutch corporation, which in turn
owns 50% of the outstanding voting interest in WKC Grift. No portion of the
purchase price for the Stora Enso's interest in any of the foregoing foreign
utility companies has been or will be paid by CWPCo.
<PAGE>
SIGNATURE
The undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.
STORA ENSO OYJ
By: /s/ Jyrki Kurkinen
------------------
Name: Jyrki Kurkinen
Title: Senior Vice President,
Legal Affairs
Date: August 25, 2000
<PAGE>
Exhibit A
CERTIFICATE OF THE STATE OF WISCONSIN
UNDER SECTION 33(a)(2) OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
[Letterhead of Public Service Commission of Wisconsin]
August 17, 2000
Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Petition of Consolidated Papers, Inc., and Consolidated Water
Power Company, Stora Enso Oyj, and Stora Enso Acquisition 1330-DR-100
Inc., for Declaratory Ruling Regarding the Exemption of
Stora Enso Consolidated Papers From Regulation as a Holding
Company Pursuant to Wis. Stat.ss.196.795(8)
Dear Mr. Katz:
Consolidated Water Power Company (CWPCo), a subsidiary of Consolidated
Papers, Inc. (CPI), a Wisconsin corporation, has advised this Commission that
Stora Enso Oyj, a Finnish corporation (Stora Enso), has agreed to acquire CPI
and that certain of Stora Enso's subsidiaries qualify as foreign public utility
companies for the purposes of the Public Utility Holding Company Act of 1935, as
amended (the Act). In connection with such acquisition, CWPCo has requested that
the Public Service Commission of Wisconsin (the Commission) provide to the
Securities and Exchange Commission the certification contemplated in Section
33(a)(2) of the Act (15 U.S.C. 79 et. seq.), which section was added to that Act
by Section 715 of the Energy Policy Act of 1992.
As the state commission having jurisdiction over the retail electric
rates of CPI's public utility subsidiary, CWPCo, please be advised that this
Commission:
(i) has the authority and resources to protect the ratepayers of
CWPCo subject to its jurisdiction; and
(ii) intends to exercise such authority.
This determination does not constitute approval of the transactions or
finding that the transactions are reasonable.
This certification is considered applicable with respect to the acquisition
of CPI by Stora Enso and as to the foreign utility companies in which Stora Enso
has an ownership interest, but such certification is expressly conditioned on
and is subject to being revised or withdrawn by this Commission as to any future
acquisition of interest in foreign utility companies by Stora Enso. CWPCo has
represented that it will timely inform this Commission of any efforts by Stora
Enso to seek an ownership interest in other foreign utility companies.
The Commission reserves jurisdiction and may issue further orders as
necessary.
Dated at Madison, Wisconsin, August 22, 2000
By the Commission:
/s/ Lynda L. Dorr
------------------
Lynda L. Dorr
Secretary to the Commission
cc: Catherine A. Fisher
Assistant Director
Office of Public Utility Regulation
Division of Investment Management
Securities and Exchange Commission
See attached Notice of Appeal Rights
Notice of Appeal Rights
-----------------------
Notice is hereby given that a person aggrieved by the foregoing decision
has the right to file a petition for judicial review as provided in Wis.
Stat. ss. 227.53. The petition must be filed within 30 days after the date
of mailing of this decision. That date is shown on the first page. If there
is no date on the first page, the date of mailing is shown immediately
above the signature line. The Public Service Commission of Wisconsin must
be named as respondent in the petition for judicial review.
Notice is further given that, if the foregoing decision is an order
following a proceeding which is a contested case as defined in Wis.
Stat.ss.227.01(3), a person aggrieved by the order has the further right to
file one petition for rehearing as provided in Wis. Stat.ss.227.49. The
petition must be filed within 20 days of the date of mailing of this
decision.
If this decision is an order after rehearing, a person aggrieved who wishes
to appeal must seek judicial review rather than rehearing. A second
petition for rehearing is not an option.
This general notice is for the purpose of ensuring compliance with Wis.
Stat. ss. 227.48(2), and does not constitute a conclusion or admission that
any particular party or person is necessarily aggrieved or that any
particular decision or order is final or judicially reviewable.
Revised 9/28/98
