SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-57
Amendment No. 1
to
NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS
Filed under section 33(a) of the
Public Utility Holding Company Act of 1935, as amended
London Electricity plc Northern Electric plc
Midlands Electricity plc Yorkshire Electricity Group plc
East Midlands Electricity plc
(Names of foreign utility companies)
EI Energy, Inc.
One Upper Pond Road
Parsippany, New Jersey 07054
(Name and address of filing company)
The Commission is requested to address all communications to:
Bruce L. Levy, President Douglas E. Davidson, Esq.
EI Energy, Inc. Berlack, Israels & Liberman LLP
One Upper Pond Road 120 West 45th Street
Parsippany, New Jersey 07054 New York, New York 10036<PAGE>
Item 1.The names and addresses of each entity claiming
foreign utility status are as follows:
London Electricity plc Northern Electric plc
Templar House Carliol House
81-87 High Holborn Market Street
London WC1V 6NU Newcastle upon Tyne NE1 6NE
England England
Midlands Electricity plc Yorkshire Electricity Group plc
Mucklow Hill Wetherby Road
Halesowen Scarcroft
West Midlands B62 8BP Leeds LS14 3HS
England England
East Midlands Electricity plc
398 Coppice Road, Arnold
Nottingham NG5 7HX
England
EI Energy, Inc., a Delaware corporation ("EI Energy"), is
filing this amended and restated Notification of Foreign Utility
Company Status pursuant to Section 33(a) of the Act and Rule 57
thereunder on behalf of each of the companies listed above
(collectively, the "Companies"). Each of the Companies is a
regional electricity company which purchases and sells
electricity to retail customers in England. The principal assets
of the Companies consist of the electric distribution facilities
they own and manage. The capital shares of the Companies were
sold to the public by the British government in 1990 as a part of
the privatization of the electric utility industry. The
Companies serve major population centers and industrial sectors
in England. Certain of the Companies also provide natural and/or
manufactured gas service to a small number of customers.
The Companies obtain substantially all of their electricity
requirements from National Grid Holdings plc, which, in turn,
purchases electricity from a variety of different sources. Each
Company's direct interest in electric generation is limited under
applicable regulation to approximately 15% of its demand. EI
Energy does not have sufficient information to describe in detail
the direct generation interests of each of the Companies.
Each of the Companies has issued and outstanding a single
class of capital shares. On the basis of information currently
available through public reports, EI Energy understands that
Prudential Portfolio Managers owns 5% or more of the capital
shares of each of the Companies, that Mercury Asset Management
owns 5% or more of East Midlands Electricity plc and that Sepon
owns 5% or more of Northern Electric plc.
1<PAGE>
(A) Current Ownership of Shares of Companies by EI Energy.
On May 6, 1996, EI Energy and Cinergy Investments, Inc.,
through wholly-owned subsidiaries, entered into an agreement to
form Avon Energy Partners Holdings ("Avon Holdings") for the
purpose of making an offer to purchase outstanding shares of
Midlands Electricity plc ("Midlands"). EI Energy and Cinergy
each own a 50% interest in Avon Holdings. As previously
announced, pursuant to that agreement, on May 7, 1996, with the
approval and recommendation of the Midlands board of directors,
Avon Energy Partners plc ("Avon"), a wholly-owned subsidiary of
Avon Holdings, announced an offer to purchase outstanding shares
of Midlands for US $6.60 per share, or a total of approximately
US $2.59 billion. Prior to the announcement of the offer, EI
Energy owned 4,500,000 shares of Midlands. Avon has since
acquired 110,436,823 Midlands shares through open market
purchases and in privately negotiated transactions. Accordingly,
at the date hereof, EI Energy holds directly and indirectly
through Avon Holdings a total of 114,936,823 shares of Midlands,
or approximately 29.28% of the total shares outstanding.
EI Energy has not acquired, directly or indirectly, any
shares of any of the other Companies.
The principal assets of Midlands consist of the distribution
facilities used to serve about 2.2 million electric customers in
a district 100 miles northeast of London, which includes
Birmingham. The total population served by Midlands is about
five million. Midlands also provides natural gas service to
about 8,000 customers and owns interests in three generating
facilities in the UK. Through subsidiaries, Midlands is involved
in related activities, including international development of
generating facilities, energy production, supply and conservation
and the like. A more detailed description of Midlands'
operations and facilities is contained in the Midlands Annual
Report for the fiscal year ended March 31, 1995, which is being
filed as Attachment 1 hereto pursuant to an Application for
Continuing Hardship Exemption Pursuant to Section 232.202 of
Regulation S-T.
(B) Purchases of Shares of Other Companies.
EI Energy may also acquire, through open market purchases
and/or in privately negotiated purchases from existing
shareholders, up to 5% of the issued and outstanding capital
shares (including shares held through American depository
receipts) of any one or more of the Companies (other than
Midlands), and/or options in respect of such shares. EI Energy
undertakes to amend this Notification in the event that it
acquires 5% or more of the shares of any of such other Companies.
Item 2. The following domestic public-utility companies,
each of which is a direct or indirect wholly-owned subsidiary of
General Public Utilities Corporation, are associate companies of
Midlands, but not of any of the other Companies:
2<PAGE>
Jersey Central Power & Light Company
Metropolitan Edison Company
Pennsylvania Electric Company
York Haven Power Company
Waverly Electric Light Company
None of the above public utility companies has made an
investment in or has any contractual relationship with Midlands
or any of the other Companies and no such investment or
contractual relationship is contemplated.
3<PAGE>
SIGNATURE
The undersigned company has duly caused this statement to be
signed on its behalf by the undersigned thereunto duly
authorized.
EI ENERGY, INC.
By:
D. C. Brauer, Vice President
Date: May 17, 1996<PAGE>
