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 (the
"Act")
ENERGY CENTER KLADNO S.R.O.
ENERGY CENTER KLADNO GENERATING S.R.O.
(Names of foreign utility companies)
NRG ENERGY, INC.
1221 Nicollet Mall, Suite 700
Minneapolis, Minnesota 55403
(Name and Address of filing company)
Please send a copy of all notices and correspondence
concerning this Notice to:
General Counsel Erica A. Ward
NRG Energy, Inc. Alan G. Schiffman
Suite 700 Kathleen A. Foudy
1221 Nicollet Mall Skadden, Arps, Slate,
Minneapolis, MN 55403 Meagher & Flom
1440 New York Avenue
Washington, D.C. 20005
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.
NRG Energy, Inc., a Delaware corporation, acting on
behalf of Energy Center Kladno S.R.O. ("ECK") and Energy
Center Kladno Generating S.R.O. ("ECKG"), both of which are
limited liability companies organized under the laws of the
Czech Republic, hereby notifies the Commission, pursuant to
Section 33(a) of the Act and Rule 57 thereunder, that each of
ECK and ECKG are foreign utility companies within the meaning
of Section 33(a) of the Act.
Names and Business Addresses:
Energy Center Kladno
27203 Kladno
Czech Republic
Energy Center Kladno Generating
27203 Kladno
Czech Republic
Description of Facilities:
The jurisdictional facilities consist of electric
generation and transmission assets, some of which are
currently existing and operational, while others are in devel-
opment or are planned for the future. ECK currently owns an
existing 28 megawatt ("MW") coal-fired power station and an
associated steam distribution system in Kladno, Czech
Republic. It is planned that this power station may be sold
or leased to ECKG in the near future. ECKG then intends to
construct additional facilities to increase the net electric
capacity of the facility to approximately 332 MW, by develop-
ing an additional 234 MW of coal-fired generation and an addi-
tional 70 MW of gas-fired combustion turbine generation.
There also will be two stub transmission lines connecting the
power station to two different substations, one of which is
approximately one kilometer from the power station, the other
a few kilometers from the power station. In addition, the
Facilities may include another transmission line, connecting
the power station to a third substation in Prague, approxi-
mately 23 kilometers away.
Ownership
There currently are expected to be four owners of
ECK. The four owners, and their currently anticipated respec-
tive ownership percentages, are as follows:
. Kladno Power No. 1 B.V., a Netherlands limited
liability company and an indirect, wholly-owned
subsidiary of NRG Energy, Inc. is expected to hold
an approximate 18.31% ownership interest in ECK.
. STE, a local distribution utility in the Prague
area, is expected to hold an approximate 22.5%
ownership interest in ECK.
. Independent Power Kladno, a subsidiary of Advanced
Combustion Technologies, a California independent
power producer, and its affiliates are expected to
hold an approximate 18.31% ownership interest in
ECK.
There currently are expected to be three owners of
ECKG. The three owners, and their currently anticipated
respective ownership percentages, are as follows:
. An indirect, wholly-owned subsidiary of NRG Energy,
Inc. is expected to hold an approximate 35-50%
ownership interest in ECKG.
. STE, described above, is expected to hold an approx-
imate 10-20% ownership interest in ECKG.
. Independent Power Kladno and its affiliates are ex-
pected to hold an approximate 35-50% ownership
interest in ECKG.
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 compa-
ny for its interest in the foreign utility company.
As noted above, Kladno Power No. 1 B.V. is and an
owner of ECKG will be indirect, wholly-owned subsidiaries of
NRG Energy, Inc. NRG Energy, Inc. in turn is an indirect
wholly-owned subsidiary of Northern States Power Company
("NSP"), a public utility company incorporated in Minnesota
and a public utility holding company exempt from registration
by order under section 3(a)(2) of the Act. Northern States
Power Company, a Wisconsin corporation ("NSPW") and a subsid-
iary of NSP, also is a public utility company. Thus, both NSP
and NSPW are domestic public utility companies that are
associate companies of ECK and ECKG. No portion of the
purchase price of ECK or of ECKG was paid directly by any
domestic public utility company.
EXHIBIT A
State certifications, as required under section 33(a)(2)
of the Act, have been received from the following state
commissions and are attached hereto:
Michigan
Minnesota
North Dakota
South Dakota
Wisconsin
SIGNATURE
The undersigned company has duly caused this
statement to be signed on its behalf by the undersigned
thereunto duly authorized.
NRG Energy, Inc.
By: /s/
Name: Julie Jorgensen
Title: VP General Counsel
Dated: June 6, 1996
EXHIBIT INDEX
Method of Exhibit
Filing No. Description
DT 99.01 State Certifications
DT = Filed electronically with this direct transmission.
EXHIBIT 99.01
STATE OF MICHIGAN
BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION
* * * * *
In the matter of the application of )
NORTHERN STATES POWER COMPANY- )
WISCONSIN for a statement to the ) Case No. U-11075
Securities and Exchange Commission )
regarding investment in a foreign utility.)
At the May 23, 1996 meeting of the Michigan Public Service
Commission in Lansing, Michigan.
PRESENT: Hon. John G. Strand, Chairman
Hon. John C. Shea, Commissioner
Hon. David A. Svanda, Commissioner
ORDER
On April 5, 1996, Northern States Power Company-Wisconsin
(NSP-W) filed an application for certification pursuant to
Section 33(a)(2) of the Public Utility Holding Company Act of
1935 (PUHCA), 15 USC 79z-5b.
NSP-W, a wholly-owned subsidiary of Northern States Power
Company-Minnesota (NSP), generates and distributes electrical
energy to residential and business customers in Wisconsin and
Michigan.
According to the application, NSP proposes to acquire an
ownership interest in Energy Center Kladno (ECK) (which is a
privatized electrical and thermal generation and distribution
company located in Kladno, Czech Republic), ECK Generation
(ECKG), and associated companies. It intends to accomplish this
indirectly, through NSP's wholly- owned subsidiary, NRG Energy,
Inc., (NRG) and NRG subsidiaries. NSP-W states that NRG is not
a public utility.
NSP-W states that in November 1994, NRG joined in a
consortium formed to acquire and develop ECK and ECKG. The
current members of the consortium are: NRG subsidiaries,
Advanced Combustion Technologies and related entities (ACT), and
Stredoceske Energeticke Zovody s.p. (STE), the local
distribution utility. NSP-W further states that NRG already
holds about 18% of ECK through an undivided interest in ACT's
28% ownership of ECK and intends to convert this indirect
interest to an 18% active, voting ownership interest. After
development, ECK will own and operate, among other things, some
electric generating assets. NSP-W further indicates that ACT
owns ECKG, which currently has no assets. However, it states,
upon completion of the consortium's development project, ECKG
will be a jointly-owned power station with associated generating
assets.
NSP-W further represents that NRG intends to fund
approximately $30 million to $45 million of the consortium's $90
million equity contribution to ECKG. This will result in NRG's
acquisition of 33% to 50% of ECKG. Between $2 million and $5
million of NRG's investment in ECKG will be diverted to ECK to
rehabilitate its existing generating assets. The structure of
this additional investment in ECK by ECKG is not yet determined.
The remainder of NRG's investment will be used to fund ECKG's
acquisition and rehabilitation of an existing 28 megawatt power
station and the construction of a new power station.
NSP-W indicates that NRG expects to finance the acquisition
of its $30 million to $45 million interest in ECK through
earnings, available monies (including NRG external financing
activities), and equity provided by NSP. NSP-W represents that
no more that $45 million of equity is expected to come from NSP,
nor will NSP guarantee or in any way secure repayment of any
loan or loans to NRG for this proposed project.
NSP-W represents that ECK and ECKG will be exempt from
regulation under PUHCA if every state commission with
jurisdiction over the United States affiliates of ECK and ECKG
certifies to the Securities and Exchange Commission that it has
the authority and resources to protect ratepayers subject to its
jurisdiction and that it intends to exercise it authority. NSP-
W seeks this certification.
NSP-W states that NSP and NSP-W will incur no liability
above the initial capital investment of approximately $30
million to $45 million. It says that NSP and NSP-W will neither
issue securities to finance this acquisition nor encumber any
Michigan property as a result of this transaction. It asserts
that because NSP's capital investment in the project will be
derived entirely through retained earnings, the acquisition will
have no effect on the capital structure of NSP or NSP-W. NSP-W
further states that as of December 31, 1995, NSP had assets of
$6.2 billion and gross utility operating revenue of $2.6
billion. NSP-W estimates that NSP's proposed capital investment
of $30 million in this project represents less that 0.5% of
NSP's assets.
NSP-W asserts that its customers will see no change in
their utility service as a result of the development of ECK and
ECKG. It acknowledges the Commission's authority to protect
ratepayer interests with respect to the proposed acquisition as
well as the authority of the Commission and intervenors to fully
investigate in future NSP-W rate cases any significant
transactions between NSP-W, NRG, and other related interests to
verify the accuracy and appropriateness of all charges. It
further acknowledges that granting the certification does not
mean that the Commission approves the proposed investment or
makes any finding concerning the reasonableness of the proposed
investment, the amount of the investment, or the value for
ratemaking purposes of the acquired property.
Finally, NSP-W notes that the Commission has previously
determined that it has the lawful authority and the resources
to protect ratepayers subject to its jurisdiction, that it
intends to exercise that jurisdiction, and that there has been
no change in the Commission's statutory authority since its
prior certifications.
The Commission Staff (Staff) supports NSP-W's request for
certification based on the application and the clarification
that the Staff received concerning certain details underlying
the application.
After a review of the application, the Commission finds
that ex parte approval is appropriate. The Commission finds
that it should grant the requested certification while reserving
the right to prospectively revoke it, as PUHCA permits, and on
condition that NRG, NSP, and NSP-W not seek to recover from
Michigan ratepayers any direct or indirect costs of investing in
foreign utilities. Further, the granting of the certificate is
not approval or endorsement of the transaction. Finally, NSP
and its affiliates shall provide the Commission at least 30 days
notice of the intent to make additional foreign investment or to
increase NRG's interest in ECK or ECKG.
The Commission FINDS that:
a. Jurisdiction is pursuant to 1909 PA 106, as amended,
MCL 460.551 et seq.; MSA 22.151 et seq.; 1919 PA 419, as
amended, MCL 460.51 et seq.; MSA 22.1 et seq.; 1930 PA 3, as
amended, MCL 46.1 et seq.; MSA 22.13(1) et seq.; 1969 PA 306,
as amended, MCL 24.201 et seq.; MSA 3.560(101) et seq.; and the
Commission's Rules of Practice and Procedure, 1992 AACS, R
460.17101 et seq.
b. With respect to the transaction described in NSP-W's
application, the Commission has the authority and resources to
protect ratepayers subject to its jurisdiction and it intends
to exercise that authority.
c. Ex parte approval is appropriate.
THEREFORE, IT IS ORDERED that the certification requested
by Northern States Power Company-Wisconsin pursuant to 15 USC
79z-5b is granted. With respect to the transaction described
in the application, the commission has the authority and
resources to protect ratepayers subject to its jurisdiction and
it intends to exercise that authority.
The Commission reserves jurisdiction and may issue further
orders as necessary.
Any party desiring to appeal this order must do so in the
appropriate court within 30 days after issuance and notice of
this order, pursuant to MCL 462.26; MSA 22.45.
MICHIGAN PUBLIC SERVICE COMMISSION
/s/ John G. Strand
Chairman
(SEAL)
/s/ John C. Shea
Commissioner
I concur as discussed in my
separate opinion.
/s/ David A. Svanda
Commissioner
By its action of May 23, 1996.
/s/ Dorothy Wideman
Its Executive Secretary
STATE OF MICHIGAN
BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION
* * * * *
In the matter of the application of )
NORTHERN STATES POWER COMPANY- )
WISCONSIN for a statement to the ) Case No. U-11075
Securities and Exchange Commission )
regarding investment in a foreign utility. )
CONCURRING OPINION OF
COMMISSIONER DAVID A. SVANDA
Earlier this year, I felt it necessary to dissent from the
majority certifying that this Commission has the legal authority
and resources to protect Michigan ratepayers from being
adversely affected by proposed overseas investment (Case Nos. U-
11049 and U-11064). I was not willing to endorse the diversion
of leadership, management, legal, financial, and analytical
talents from issues of utmost importance to Michigan. My
primary concern then related to the lack of progress in
implementing a program of customer choice through retail
wheeling in Michigan.
My desire to see the development of a competitive utility
environment in Michigan has not diminished. I issue this
concurring opinion with the knowledge that Northern States Power
Company and Wisconsin Electric Power Company (WEPCO) are
contemplating a corporate merger. Since WEPCO has already
agreed to a reciprocal retail wheeling arrangement with Upper
Peninsula Power Company (Case U-10957), I view this as necessary
progress to the ultimate goal of competition and customer
choice. Therefore, I concur with the majority in granting the
certificate requested by Northern States Power Company -
Wisconsin.
/s/
David A. Svanda
BEFORE THE MINNESOTA PUBLIC UTILITIES COMMISSION
Joel Jacobs Chair
Tom Burton Commissioner
Marshall Johnson Commissioner
Dee Knaak Commissioner
Don Storm Commissioner
To: David A. Lawrence SERVICE DATE: June 3, 1996
Assistant General Counsel
Northern States Power Company Docket No. E-002/S-96-381
414 Nicollet Mall
Minneapolis, MN 55401
In the Matter of a Request for Approval by Northern States Power
Company for a Statement to the Securities and Exchange
Commission regarding Investment in a foreign Utility:
The above entitled matter has been considered by the Commission
and the following disposition made:
Stated that is has the authority and resources to protect
ratepayers subject to its jurisdiction and that it intends to
exercise its authority.
The statement is made subject to the following conditions and
limitations:
(a) the statement is issued solely for purposes of the proposed
investment in ECK by NSP's wholly-owned subsidiary, NRG, and for
no other purpose;
(b) NSP shall provide advance notification of any other intent
to acquire interest in foreign utility companies and obtain
separate certification for any such additional investments;
(c) NSP shall file with the Commission:
(1) copies of all of its required filings and reports filed
with the SEC pursuant to its SEC exemption at the time it files
those reports with the SEC;
(2) copies of all SEC rulings or Orders in this matter; and
(3) an annual report on all NSP and subsidiary foreign
investments (annual Report) which shall contain the following
information:
NSP's total foreign investment to date by subsidiary and
country;
a list of all outstanding bonds issued for any foreign
investment acquired by NSP or its subsidiaries; and
NSP's consolidated capital structure, including short-term debt.
The Commission agrees with and adopts the recommendations of the
Department of Public Service which are attached and hereby
incorporated in this Order
BY ORDER OF THE COMMISSION
/s/
Burl W. Haar
Executive Secretary
(SEAL)
April 22, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Re: Northern States Power Company
NDPSC Docket No. PU-400-96-145
Gentlemen:
On May 12, 1995, Northern States Power Company (NSP) filed with
our office a petition seeking a statement from the North Dakota
Public Service Commission directed to the Securities and
Exchange Commission (SEC) regarding the potential acquisition of
an interest in Energy Center Kladno ("ECK"), ECK Generating
("ECKG"), and associated companies located in Kladno, Czech
Republic. The interest in the foreign utility will be held by
NSP's subsidiary NRG Energy, Inc.
NSP advised the North Dakota Public Service Commission that it
has filed, or will file, an application with the SEC pursuant
to Section 3 (b) of the Public Utility Holding Company Act of
1935, as amended ("PUHCA"), for an exemption from the SEC's
registration requirements with respect to this investment. NSP
states that it has filed or will file with this Commission a
copy of its notifications to the SEC. NSP has asked this
Commission to provide you with the certification contemplated
Section 33(a)(2) of the Act.
The North Dakota Public Service Commission has jurisdiction over
the retail electric rates of NSP in North Dakota under Title 49
of the North Dakota Century Code, and hereby certifies the
following:
1. That it has the authority and resources (subject to budget
constraints) to protect the ratepayers of NSP in North Dakota
regarding the proposed acquisitions; and
2. That it intends to exercise that authority to protect the
ratepayers in North Dakota.
Sincerely,
/s/ /s/ /s/
Leo M. Reinbold Susan E. Wefald Bruce Hagen
Commissioner President Commissioner
April 23, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Northern States Power Company
EL96-004
Gentlemen:
Northern States Power Company ("NSP"), doing business in the
State of South Dakota as a public utility, has advised this
Commission that it is considering acquiring indirectly through
a subsidiary, an interest in Energy Center Kladno ("ECK") and
ECK Generating ("ECKG") in the Czech Republic.
NSP has represented that it has filed, or will file, an
application for an exemption with the Securities and Exchange
Commission under Section 3(b) of the Public Utility Holding
Company Act of 1935, as amended ("PUHCA"), with respect to the
investment. In connection herewith, NSP has filed or will file
with the Commission, a copy of its notifications to the
Securities and Exchange Commission. NSP has asked this
Commission to provide you with the certification contemplated
by the applicable provisions of PUHCA.
This Commission has jurisdiction over the retail electric rates
of NSP in South Dakota pursuant to SDCL 49-34A and herewith
certifies that it:
1. has the authority and resources to protect the
ratepayers of NSP subject to its jurisdiction with respect to
such an acquisition; and
2. intends to exercise that authority.
Sincerely,
/s/ /s/ /s/
Ken Stofferahn James Burg Laska Schoenfelder
Chairman Commissioner Commissioner
cc: Mr. Robert Watson
Securities and Exchange Commission
Office of Public Utility Regulation
Division of Investment Management
450 Fifth Street N.W.
Washington, DC 20549
BEFORE THE
PUBLIC SERVICE COMMISSION OF WISCONSIN
422-AE-120
Application of Northern States Power Company (Wisconsin) for
a Statement of Authority in Connection With a Proposed
Acquisition by NRG Energy, Inc., Its Affiliate
STATEMENT
On April 5, 1996, Northern States Power Company (Wisconsin)
(NSPW) filed an application for a statement of the Commission's
authority in connection with the participation and acquisition
by NSPW's affiliate NRG Energy, Inc. (NRG) in a consortium that
will develop Energy Center Kladno (ECK), ECK Generating, and
associated companies. NSPW will submit the statement to the
Securities and Exchange Commission as part of a filing
requesting an exemption for ECK from the Public Utilities
Holding Company Act of 1935, as amended.
Based on the representations in NSPW's application, the
Commission has determined that it has the authority and
resources to protect ratepayers subject to its jurisdiction and
intends to exercise that authority.
Grant of certification is not approval of the transaction
or a finding that the transaction is reasonable.
The Commission reserves jurisdiction and may issue further
orders and necessary.
Dated at Madison, Wisconsin 5/21/96
By the Commission.
/s/
Lynda L. Dorr
Secretary to the Commission
