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
Hydro-Quebec International Inc.
(Name of foreign utility company)
Hydro-Quebec International Inc.
(Name of filing company, if filed on behalf of a foreign utility company)
Pursuant to Section 33(a) of the Public Utility Holding Company Act of
1935, as amended (the "Act"), and Rule 57, Hydro-Quebec International Inc.
("HQI") files this form to notify the Securities and Exchange Commission that it
is a foreign utility company within the meaning of Section 33 of the Act.
Item 1. State the name of the entity claiming foreign utility company status,
its business address, and a description of the facilities used for the
generation, transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas. To the extent known,
identify each person that holds five percent (5%) or more of any class of voting
securities of the foreign utility company and describe the amount and nature of
the interest.
HQI, located at 75 Rene Levesque Blvd. West, Montreal, Canada, H2Z 1A4, is
a direct subsidiary of Hydro-Quebec, a Crown corporation in the right of Quebec
and a company formed under the laws of the Province of Quebec, Canada. HQI
currently owns directly or indirectly through subsidiary companies the following
operating or proposed foreign utility projects:
1. SENEGAL
Under a 25-year Concession and License Contract with the Republic of
Senegal, SENELEC, a Senegalese corporation, provides electric transmission
services and some electric generation and distribution services throughout
Senegal. HQI owns 50 % of the shares of a French corporation, Senegalaise
d'Investissement SI. The other shareholder of the Senegalaise d'Investissement
SI is ELYO S.A., a French company. Senegalaise d'Investissement SI owns 34% of
the shares of SENELEC.
2. PANAMA
HQI indirectly holds an interest in a 300 MW hydroelectric power plant in
Panama. HQI owns 66 % of the shares of HQI Latin America Ltd., a British Virgin
Islands' corporation. The other shareholder of HQI Latin America Ltd. is the
Fonds de Solidarite des Travailleurs du Quebec ("FSTQ"), a Quebec corporation
organized in accordance with a law of the Province of Quebec, Canada. HQI Latin
America Ltd. owns 50.1 % of the voting shares of Americas Holding Corp., a
Panamanian corporation. The other shareholder of Americas Holding Corp. is
Coastal Power Panama Investor, a Panamanian corporation which is an affiliate of
Coastal Power of the United States.
Americas Holding Corp. owns 100 % of the shares of Americas Generation
Corp., a Panamanian corporation. Americas Generation Corp. owns 49 % of the
shares of Empresa de Generacion Electrica Fortuna S.A. ("EGE Fortuna"), a
Panamanian corporation. The Republic of Panama owns approximately 50.1 % of the
shares of EGE Fortuna and the rest of the shares are owned by the employees of
EGE Fortuna. EGE Fortuna owns a 300 MW hydroelectric power plant in Panama.
3. PERU
Consorcio TransMantaro SA is executing a build-own-operate-transfer
contract with the State of Peru related to a 300 MW electric transmission line
linking the northern and southern electricity system of Peru. The line would be
approximately 600 km long. HQI owns 53.3 % of the shares of Consorcio
TransMantaro SA, a Peruvian corporation. The other shareholders of Consorcio
TransMantaro SA are the FSTQ (26.7%), ETECEN, a Peruvian corporation (15 %), and
Grana y Montero, a Peruvian corporation (5 %).
4. COSTA RICA
HQI indirectly holds an interest in a 10.5 MW hydroelectric power plant in
Costa Rica. HQI owns 50 % of the shares of Hydroelectrica Rio Lajas SA ("HRL"),
a Costa Rican corporation. The other shareholder of HRL is Corporacion the
Inversiones Abonos Superior SA, a Costa Rican corporation. HRL owns the 10.5 MW
hydroelectric power plant in Costa Rica.
5. CHINA
Through its direct subsidiary HQI China Ltd., and its 20% equity interest
in Meiya Power Co., Ltd. ("Meiya Power"), HQI has an interest in four projects
in China;
o the Fushi Hydropower Facility,
o the Nantong Coal-Fired Cogeneration Facility
o the Shanghai Blast Furnace Gas Project, and
o the Qinshan Hydro Power Station.
Each of the projects is described below.
Fushi Hydropower Facility
PSEG Rongjiang Hydropower Ltd. ("Rongjiang Hydropower"), owns the Fushi
Hydropower Facility (the "Fushi Facility") through two subsidiary companies,
Guangxi Rongjiang Meiya Hydropower Company Ltd. ("GRMHC"), and Guangxi Rongjiang
Meiya Company Ltd. ("GRM"). The Fushi Facility is a 54 MW run-of-the-river
hydropower station, consisting of three 18 MW hydro-turbine generators and
associated dam and civil structures. Both GRMHC and GRM are Sino-Foreign
Cooperative Joint Ventures formed under the laws of the Peoples Republic of
China ("PRC"). For PRC regulatory reasons, the generating facilities are owned
by GRMHC while the associated dam and civil facilities are owned by GRM.
Rongjiang Hydropower owns an 80% interest in the voting securities of GRMHC and
a 55% interest in the voting securities of GRM. The Fushi Facility is located
along the Rongjiang River, Liuzhou Prefecture, Guangxi Zhuang Autonomous Region,
the PRC. All of the electrical energy generated at the Fushi Facility (except
for in-plant use) will be sold at wholesale to the Guangxi Provincial Power
Company.
Nantong Coal-Fired Cogeneration Facility
Nantong Energy Heat & Power Co., Ltd. ("Nantong Energy"), owns the Nantong
Coal-Fired Cogeneration Facility (the "Nantong Facility"), a 3x12 MW coal-fired
cogeneration facility consisting of three 75-ton coal-fired boilers and two 12
MW steam turbine generators and the associated steam pipeline facilities. The
Nantong Facility is located within the Nantong Municipal Economic &
Technological Development Zone at the outskirts of Nantong City, Jiangsu
Province, the Peoples Republic of China. All of the electrical energy generated
by the Facility (except for in-plant use) will be sold at wholesale to the
Jiangsu Provincial Electric Power Company. Retail sales of steam will be made to
local industrial users in the general vicinity of the Facility.
Meiya Electric Asia, Ltd. ("MEA"), owns a 92% interest in the voting
securities of Nantong Energy. Nantong Energy is a Sino-Foreign Cooperative Joint
Venture formed under the laws of the PRC. MEA is wholly owned by Meiya Power
International Holdings I, Limited, which, in turn, is wholly owned by Meiya
Power China Holdings Limited., which is wholly owned by Meiya Power.
Shanghai Blast Furnace Gas Project
Shanghai Wei-Gang Energy Company Ltd. ("Shanghai Energy"), owns the
Shanghai Blast Furnace Gas Project, a 50 MW blast furnace gas-fired captive
power plant, consisting of a single 220 TPH blast furnace gas-fired boiler and a
50 MW condensing steam turbine generator and the associated blast furnace gas
handling and storage facilities (the "Shanghai Facility"). The Shanghai Facility
is located within the production base of Shanghai No. 1 Iron and Steel Company
("No. 1 Steel") in Baoshan District of Shanghai, the PRC. All of the electrical
energy generated by the Shanghai Facility (except for in-plant use) will be sold
to No. 1 Steel.
No. 1 Steel owns a 35% interest in Shanghai Energy and CanAm Energy China
Holdings LLC ("Can Am") owns the remaining 65% interest. CanAm is 50% owned by
Meiya Power's wholly-owned subsidiary PSEG Shanghai BFG Company. Shanghai Energy
is a Sino-Foreign Cooperative Joint Venture formed under the laws of the PRC.
Qinshan Hydro Power Station
Hunnan C.C. Power Limited is constructing a 20 MW hydroelectric power plant
in China. HQI owns 30 % of the shares of Hunnan C.C. Power Limited, the other
shareholder of Hunnan C.C. Power Limited are Lishui Hydro and Power Corporation
(23 %), China International Water and Electric Company (24 %) and Qinshan Hydro
Power Station (23 %).
6. GUINEA
Under a concession agreement with the Republic of Guinea and ENELGUI, a
public company of Guinea, the Societe Guineenne d'Electricite, a Guinean
corporation, operates the electric generation, transmission and distribution
system in Guinea. HQI owns 33 % of the shares of the Societe Guineenne
d'Electricite. Its other shareholders are EDF International, a subsidiary of
Electricite de France, a French corporation (16,5 %), SAUR International, a
French Corporation (16,5 %) and ENELGUI (34 %).
7. AUSTRALIA
The Directlink Project is a 180 MW HVDC underground transmission line
interconnecting the bulk power supply systems in the Australian states of New
South Wales and Queensland. The line is approximately 65 km long. Directlink
also includes two HVDC converter terminals and associated equipment. Directlink
interconnects the HVDC converter terminals at Mullumbimby, in New South Wales
with Terranora, located south of Tweed Heads on the Queensland-New South Wales
border. Directlink is an unincorporated joint venture between Emmlink Pty. Ltd.
(a subsidiary of NorthPower, a state owned utility in New South Wales) and HQI
Australia ("HQIA"), a limited partnership under the laws of Quebec, Canada. Its
partners are HQI Australia, Inc., the general partner (with 66.6% ownership) and
wholly-owned subsidiary of HQI, and FSTQ, a limited partner (33% ownership).
Item 2. State the name of any domestic associate public-utility company and, if
applicable, its holding company, and a description of the relationship between
the foreign utility company and such company, and the purchase price paid by any
such domestic associate public-utility company for its interest in the foreign
utility company.
Vermont Gas Systems, Inc. ("Vermont Gas") is an indirect public-utility
subsidiary of Noverco Inc. ("Noverco"), which in turn, is partly owned by Hydro
Quebec. The Commission has exempted the holding company subsidiaries of Noverco
under Section 3(a)(5) of the Act in connection with the ownership of Vermont
Gas. See Gaz Metropolitain, Inc., Holding Co. Act Release No. 26170 (Nov. 23,
1994). Noverco and Hydro Quebec are exempt from the Act by operation of Rule 10
thereunder. Vermont Gas has no direct or indirect ownership interest in HQI, nor
will it pay any portion of the purchase price for Hydro Quebec's interest in HQI
or HQI's foreign utility projects.
Exhibit A. The certification of the Vermont Public Service Board ("VPSB") under
Section 33(a)(2) of the Act, dated May 26, 2000, is attached. The VPSB is the
only state commission having jurisdiction over the retail gas rates of Vermont
Gas.
The undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.
/s/ Paul Robillard
----------------------------
Paul Robillard
Treasurer
on behalf of
Hydro-Quebec International
Date: October 12, 2000
EXHIBIT INDEX
A. Certification of the Vermont Public Service Board Under Section 33(a)(2) of
the Act dated May 26, 2000.
<PAGE>
Exhibit A
112 State Street [SEAL] TTY/TDD (VT) 1-800-734-8390
Drawer 20 Fax: (802) 828-3351
Montpelier, VT 05620-2701 E-Mail: [email protected]
Tel.: (802) 828-2358 Internet: http://www.state.vt.us/psb
--------------------------
State of Vermont
Public Service Board
May 26, 2000
Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Vermont Gas Systems, Inc.
Dear Mr. Katz:
On May 17, 2000, the Vermont Public Service Board ("Board") received a
request to issue a certificate pursuant to Section 33(a)(2) of the Public
Utility Holding Company Act of 1935 ("PUHCA"), 15 U.S.C. ss. 79z-5b, to enable
indirect parent companies of Vermont Gas Systems, Inc. ("VGS") to invest in
certain foreign utility holding companies ("FUCOs"). Representatives of VGS'
indirect parent companies informed us that the certification is intended to be
used in connection with the filing of a notice with the Securities and Exchange
Commission that such foreign utility companies satisfy the requirements for
exemption under Section 33 of the Act.
VGS is presently the sole natural gas company operating within the State of
Vermont, providing natural gas service to approximately 30,000 customers in
northwestern Vermont. VGS is the principal subsidiary of Northern New England
Gas Corporation, which is, in turn, owned by Gaz Metropolitain, Inc., one of
Canada's largest gas companies.
Pursuant to Title 30 of the Vermont statutes, VGS is subject to the
jurisdiction of the Board. Title 30 provides the Board with ample authority to
regulate VGS and to protect the interests of the ratepayers. Vermont law also
provides specific authority allowing the Board to regulate the acquisition of
VGS by other companies, specifically requiring Board approval any time a
company, including a foreign company, acquires a controlling interest in
utilities subject to regulation by the Board, such as VGS.
Moreover, the Board can certify that we intend to vigorously exercise our
jurisdiction to protect ratepayers, as we have done in the past. The Board
regularly examines the rates VGS charges its customers and reviews the
construction of transmission lines. We recognize that the affiliation with other
companies requires careful regulatory oversight in order to protect against
cross-subsidies and other risks. As the then Board Chair observed in a 1988
letter filed with the Commission, these concerns:
. . . have been addressed through recent legislative action and
through discussion leading to commitments by VGS concerning
accounting separations, affiliated transactions and similar
issues central to our traditional regulation of the local
distribution utility.
VGS reaffirmed its commitments in these areas in 1991.
For the foregoing reasons, the Board hereby certifies that it has the
authority and resources to protect ratepayers subject to its jurisdiction and
that it intends to exercise that authority to the full extent necessary to
effectuate such purposes.
Very truly yours,
/s/ Michael H. Dworkin
Michael H. Dworkin
Chairman
