File No. ______________
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
MEGA III Network Trust No. 5
(Name of foreign utility company)
MEGA III Network Trust No. 5
(Name of filing company)
ITEM 1
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Foreign utility status is claimed by the MEGA III Network Trust No. 5,
a Delaware business trust established pursuant to a trust agreement (the "Trust
Agreement") between Wilmington Trust Company, a Delaware banking corporation,
not in its individual capacity but solely as a trustee (the "Trustee"), and
First Fidelity International Bank, an Edge Act Corporation organized under the
laws of the United States.
The MEGA III Network Trust No. 5 is to be the lessee (pursuant to a
head lease, to be entered on or before July 28, 2000) and lessor (pursuant to a
lease, to be entered on or before July 28, 2000) of certain natural gas network
assets, consisting of, among other things, gas receiving stations, distribution
stations, transfer stations, high pressure pipelines, low pressure pipelines,
district stations, delivery stations, small delivery stations, high pressure
reducing stations, low pressure meter posts, transport grids, distribution
<PAGE>
grids and gas meters and connections, located in vicinity of the municipalities
of Venlo, Wittendijkweg, Venlo Vew, Venlo Belrkk, Kessel, Roermond, Ytong,
Landgraaf, Niewhagen and Waubach, The Netherlands.
The business address of the MEGA III Network Trust No. 5 is:
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust Department
ITEM 2
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Not applicable.
EXHIBIT A
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Not applicable.
By: /s/ Charisse L. Rodgers
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Charisse L. Rodgers,
Trustee
MEGA III Network Trust No. 5
Date: July 19, 2000