SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
Amendment No. 2
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 (the "Act")
East Asia Power Resources Corporation
(Name of foreign utility company)
El Paso Energy International Company
Hawaiian Electric Industries, Inc.
(Name of filing companies, if filed on behalf of a foreign
utility company)
Communications regarding this Notification should be
addressed to the following persons:
Robert W. Baker
El Paso Energy International Company
1001 Louisiana Street
Houston, Texas 77002
Telephone: (713) 420-7021
Facsimile: (713) 420-2813
W. Patrick Fligg
Hawaiian Electric Industries, Inc.
c/o HEI Power Corp.
220 South King Street, Suite 1710
Honolulu, Hawaii 96813
Telephone: (808) 543-4803
Facsimile: (808) 543-4810
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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 or more of any class of
voting securities of the foreign utility company and
describe the amount and nature of the interest.
El Paso Energy International Company ("El Paso") and
Hawaiian Electric Industries, Inc. ("HEI"), acting on behalf
of East Asia Power Resources Corporation, a publicly listed
company organized under the laws of the Philippines ("East
Asia"), hereby notifies the Commission, pursuant to Section
33(a) of the Act and Rule 57 thereunder, that East Asia and
its subsidiaries are foreign utility companies within the
meaning of Section 33(a) of the Act.
Name and Business Address
East Asia Power Resources Corporation
20th Floor, OMM-CITRA Condomium
San Miguel Avenue, Ortigas Center
Pasig City, Metro Manila, Philippines
Description of Facilities
East Asia, through its subsidiaries, owns and/or
operates power generation facilities in the Philippines and
the Republic of China, which are used for the generation and
associated transmission and distribution of electric energy
for sale to various utilities and to industrial customers
(the "Generation Facilities"). In addition, East Asia,
through its subsidiaries, owns and operates electric
transmission and distribution facilities in the Philippines
(the "Transmission Facilities").
A. Generation Facilities - The Generation Facilities
consist of the following facilities:
(1) East Asia Diesel Power Corporation - This subsidiary of
East Asia owns and operates two oil-fired power
generating barges with an aggregate installed capacity
of 109 megawatts ("MW"). The barges supply power to
Manila Electric Company ("MERALCO"). The barges have
been in operation since 1994 and are located within
MERALCO's primary load center in Navotas, Metro Manila.
(2) Sunrise Power Company Inc.- This indirect subsidiary of
East Asia owns and operates a 22.8 MW oil-fired power
plant in Mariveles, Bataan in the Philippines. The
facility supplies power to Petrochemicals Corporation
of Asia-Pacific ("Petrocorp"), a joint venture among
Thai Petrochemicals, Chemphil Group and others.
Petrocorp purchases power from SPCI pursuant to a 20-
year power purchase contract, which commenced July
1997. Payments under the contract are comprised of a
fixed capacity fee and an energy fee.
(3) Duracom Mobile Power Corporation - This indirect
subsidiary of East Asia owns and operates two oil-fired
power generating barges ("Dura I" and "Dura II") with a
total installed capacity of 133 MW. The barges,
located in Navotas, Metro Manila, Philippines, supply
power to the Manila Electric Company ("Meralco")
pursuant to a power purchase agreement with an initial
term expiring in February 2006. The barges have been
in operation since February 1996.
(4) East Asia Global Management - This subsidiary of East
Asia has an indirect 60% interest in Asia Pacific
Power, which in turn holds a 51% interest in Taixing
Huangqiao Pacific Power Company Limited ("THPPC").
THPPC owns and operates a 24 MW coal-fired power
generating facility in Taixing City, Jiangsu Province,
in the Peoples Republic of China. The plant commenced
operations in October 1996 and the power generated by
the facility is supplied to the local power bureau in
Jiangsu Province under a 20-year power purchase
agreement.
(5) East Asia Utilities Corporation - East Asia exercised
an option to acquire the shares of East Asia Utilities
Corporation ("EAUC") and East Asia now owns all of the
issued and outstanding shares of EAUC. This company
commissioned a 50 MW oil-fired generating facility (the
"Mactan Project") on May 25, 1998 in the Mactan Export
Processing Zone in Cebu. The plant supplies power to
the Mactan Export Processing Zone Authority ("MEPZA")
and the Visayan Electric Company ("VECO") under
contracts with initial terms of 15 years and 10 years,
respectively (the "MEPZA PPA" and "VECO PPA").
Pursuant to the MEPZA PPA, MEPZA will purchase its
entire power requirement from EAUC. Pursuant to the
VECO PPA, after meeting MEPZA's power demand, VECO will
take residual power from the Mactan Project. EAUC also
owns 80% of Cebu Private Power Corporation , which owns
and operates a new 73 MW (10 x 7.3 MW) diesel-fired
power facility in Ermita, Cebu under a build-operate-
transfer arrangement with VECO. The plant commenced
commercial operations of all units by the end of 1998.
Power generated is sold to VECO under a 15-year power
supply contract. East Asia has the option to buy back
all or part of the shares in EAUC during a period
commencing March 20, 1999 and ending March 20, 2000.
B. Transmission Facilities - The Transmission
Facilities consist of the following facilities owned by an
indirect partially owned subsidiary of East Asia, called San
Fernando Electric Power and Light Company Inc. ("SFELAPCO").
SFELAPCO is the franchise holder for the distribution of
electricity, light and power in San Fernando, Pampanga in
the Philippines.
Ownership
The ownership of East Asia is as follows:
(a) El Paso Philippines Holding Company, Inc.
("EPPH"), a corporation organized and existing
under the laws of the Philippines, owns
3,259,513,959 of the issued and outstanding shares
of East Asia, representing approximately 91.7% of
the ownership interest in East Asia. On March 7,
2000, HEI, through a subsidiary, subscribed for
shares in EPPH, the company through which El Paso
owned its shares in East Asia. Following the
approval of the Philippine Securities and Exchange
Commission for the increase in the authorized
capital stock of EPPH and the issuance of shares
to HEI's indirect subsidiary, each of El Paso and
HEI will indirectly own 50% of EPPH.
As indicated above, EPPH owns 91.7% of the issued
and outstanding shares of East Asia. As a result
of the issuance of additional shares in EPPH to
HEI's indirect subsidiary, each of El Paso and
HEIPC will indirectly own approximately 45.85% of
the issued and outstanding shares of East Asia.
El Paso will own its interest through EPEC
Nederland Holding B.V. ("EPEC"), a company
organized under the laws of the Netherlands. EPEC
is an indirect wholly owned subsidiary of El Paso,
a company organized under the laws of Delaware.
El Paso is an indirect wholly owned subsidiary of
El Paso Energy Corporation, a publicly listed
corporation organized under the laws of Delaware.
HEIPC will own its interest in EPPH through HEIPC
Philippines Holding Co., Inc. ("HEIPC
Philippines"), a company organized under the laws
of the Philippines. HEIPC Philippines is an
indirect wholly beneficially owned subsidiary of
HEI. HEI is a publicly listed corporation
organized under the laws of Hawaii.
(b) The remainder of the issued and outstanding shares
of East Asia are held by the following
shareholders (as of March 1, 2000):
Shareholder Shares Held
----------- ------------
PCD Nominee 199,067,705
Victor Chiongbian 40,065,393
JMJ Holdings Corp. 23,608,900
Others 32,464,047
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.
El Paso Energy Corporation owns El Paso Natural Gas
Company, Southern Natural Gas Company, Tennessee Gas
Pipeline Company and other interstate natural gas pipelines.
Some of the assets of such interstate pipelines are subject
to regulation by the Federal Energy Regulatory Commission.
Neither El Paso Natural Gas Company, Southern Natural Gas
Company, Tennessee Gas Pipeline Company nor any of their
affiliates are subject to retail rate regulation by any
state utility commission. No portion of the purchase price
for East Asia was paid by El Paso Natural Gas Company,
Southern Natural Gas Company, Tennessee Gas Pipeline Company
or any of its interstate pipeline companies.
Hawaiian Electric Company, Inc. ("HECO"), Hawaii
Electric Light Company, Inc. ("HELCO"), and Maui Electric
Company, Limited ("MECO") are domestic associate public
utility companies, as defined under section 2(a) of the 1935
Act, of East Asia because HECO, HELCO, and MECO are wholly-
owned, directly or indirectly, by a holding company, HEI, in
common with East Asia. HECO, HELCO, and MECO have no direct
relationship with and do not own any interest in HEIPC
Philippines. HECO, HELCO, and MECO have not and will not
contribute funds to HEIPC Philippines for the acquisition of
the interest in East Asia.
EXHIBIT A
State certifications, as required under Section 33(a)(2) of the Act.
The certification of the Public Utilities
Commission, State of Hawaii (letter dated November 27,
1995), required under section 33(a)(2) of the 1935 Act is
incorporated by reference to Exhibit A of Form U-57, dated
October 30, 1996 and filed by HEI on behalf of HEI Power
Corp. Guam.
SIGNATURE
The undersigned companies have duly caused this
statement to be signed on their behalf by the undersigned
thereunto duly authorized; provided, however, each of the
undersigned companies does not purport to speak for the
other.
EL PASO ENERGY INTERNATIONAL COMPANY
By: /s/ Robert W. Baker
---------------------
Robert W. Baker
Vice President and Associate
General Counsel
HAWAIIAN ELECTRIC INDUSTRIES, INC.
By: /s/ Robert F. Clarke
-----------------------
Robert F. Clarke
Chairman, President and Chief
Executive Officer
Dated: March 10, 2000
