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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
CAMUZZI GAS PAMPEANA S.A. and CAMUZZI GAS DEL SUR S.A.
(Name of Foreign Utility Companies)
by
PACIFIC ENTERPRISES
(Name of Filing Company)
The Commission is requested to mail copies of all communications
relating to this Notification to:
Leslie E. LoBaugh, Jr.
Vice President and General Counsel
Pacific Enterprises
633 West Fifth Street, Suite 5200
Los Angeles, California 90071
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NOTIFICATION
Pacific Enterprises ("Pacific"), a holding company exempt from the Public
Utility Holding Company Act of 1935, as amended (the "Holding Company Act")
pursuant to Section 3(a)(1) thereof and the corporate parent of Southern
California Gas Company ("SoCalGas"), a "public utility company" as that term is
defined in the Holding Company Act, hereby files with the Securities and
Exchange Commission ("Commission"), pursuant to Section 33 of the Holding
Company Act, this Form U-57 on behalf of CAMUZZI GAS PAMPEANA S.A. ("Pampeana")
and CAMUZZI GAS DEL SUR S.A. ("Sur") for the purpose of notifying the Commission
that each of Pampeana and Sur is, and hereby claims status as, a "foreign
utility company" ("FUCO") within the meaning of Section 33 of the Holding
Company Act.
On March 18, 1996, Pacific Enterprises International, a California corporation
wholly-owned by Pacific Enterprises, entered into a Stock Purchase Agreement,
pursuant to which Pacific Enterprises International agreed to purchase from
Citicorp Equity Investments S.A. 12.5% of the outstanding common stock in each
of Sodigas Pampeana S.A. and Sodigas Sur S.A., each an Argentine corporation.
Sodigas Pampeana S.A. is the controlling shareholder in Pampeana, and Sodigas
Sur S.A. is the controlling shareholder in Sur. The purchases contemplated in
the Stock Purchase Agreement are expected to be consummated on April 10, 1996.
Pampeana and Sur hold the exclusive licenses from the Argentine Government to
distribute natural gas in each of two contiguous regions of Argentina.
Neither Pampeana nor Sur own or derive any part of their income, directly or
indirectly, from the generation, transmission, or distribution of electric
energy for sale or the distribution of natural or manufactured gas for heat,
light or power within the United States of America, and neither Pampeana or Sur
nor any of their subsidiary companies (as that term is defined in the Holding
Company Act) is a public utility company (as so defined) operating in the United
States of America.
ITEM 1
NAME AND BUSINESS ADDRESS OF THE ENTITIES CLAIMING FUCO STATUS:
CAMUZZI GAS PAMPEANA S.A.
Av. Davila 240, Dique 2
(1007) Capital Federal, Argentina
CAMUZZI GAS
DEL SUR S.A.
Av. Davila 240, Dique 2
(1007) Capital Federal, Argentina
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DESCRIPTION OF THE FACILITIES USED FOR THE DISTRIBUTION AT RETAIL OF NATURAL OR
MANUFACTURED GAS
PAMPEANA -- Pampeana derives most of its income from the distribution at retail
of natural or manufactured gas to industrial, commercial and residential
customers within the Province of La Pampa and the Province of Buenos Aires
(including certain portions of the Buenos Aires metropolitan region) in the
Republic of Argentina. This region includes the cities of La Plata, Mar del
Plata and Bahia Blanca.
Pampeana's facilities used for the distribution at retail of natural or
manufactured gas consist of transportation and distribution lines, meters,
pumps, valves and pressure and flow controllers. Pampeana owns approximately
3,372 kilometers of transportation and trunk pipelines, 12,318 kilometers of gas
distribution mains and 680,000 service line connections and active meters for
customer use.
SUR -- Sur derives its income from the distribution at retail of natural or
manufactured gas to industrial, commercial and residential customers within the
Provinces of Neuquen, Rio Negro, Chubut, Santa Cruz, and Tierra del Fuego in the
Republic of Argentina.
Sur's facilities used for the distribution at retail of natural or manufactured
gas consist of transportation and distribution lines, meters, pumps, valves and
pressure and flow controllers. Sur owns approximately 5,840 kilometers of
transportation and trunk pipelines, 5,840 kilometers of gas distribution mains
and 320,000 service line connections and active meters for customer use.
OWNERSHIP OF VOTING SECURITIES
PAMPEANA -- The only voting securities of Pampeana are common stock, 70% of
which is owned by Sodigas Pampeana S.A., 20% of which is owned by the Federal
Government of the Republic of Argentina, and 10% of which is owned by the
employees of Pampeana under an Employee Stock Participation Program.
The only voting securities of Sodigas Pampeana S.A. are common stock. Upon
giving effect to the purchases contemplated by the Stock Purchase Agreement, 51%
of the common stock of Sodigas Pampeana S.A. will be owned by Camuzzi Argentina
S.A., 12.5% will be owned by Pacific Enterprises International, 12.5% will be
owned by Citicorp Equity Investments S.A., 18.09% will be owned by Loma Negra
C.I.A. S.A., and the remaining 5.91% will be owned by nine investment funds.
SUR -- The only voting securities of Sur are common stock, 90% of the common
stock in Sur is owned by Sodigas Sur S.A., and 10% of the common stock is owned
by the employees under an Employee Stock Participation Program.
The only voting securities of Sodigas Sur S.A. are common stock. Upon giving
effect to the purchases contemplated by the Stock Purchase Agreement, 51% of
the common stock of Sodigas Sur S.A. will be owned by Camuzzi Argentina S.A.,
12.5% will be owned by Pacific Enterprises International, 12.5% will be owned
by Citicorp Equity
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Investments S.A., 18.09% will be owned by Loma Negra C.I.A.S.A., and the
remaining 5.91% will be owned by nine investment funds.
The principal shareholder of Sodigas Pampeana S.A. and Sodigas Sur S.A., Camuzzi
Argentina S.A., is a majority-owned subsidiary of Camuzzi Gazometri S.p.A., an
Italian gas distribution company.
ITEM 2
DOMESTIC ASSOCIATE PUBLIC-UTILITY COMPANIES
Upon giving effect to the purchase contemplated in the Stock Purchase
Agreement, SoCalGas will be a domestic associate public utility company of
Pampeana and Sur. SoCalGas is a subsidiary of Pacific Enterprises. SoCalGas
will pay no portion of the purchase price for Pacific Enterprises' interest
in, and will itself have no interest in, Pampeana or Sur.
STATE COMMISSION CERTIFICATION
The certification of the California Public Utilities Commission (the only state
commission with jurisdiction over the retail rates of SoCalGas) required by
Section 33(a)(2) of the Holding Company Act is attached hereto as Exhibit A.
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The undersigned company has duly caused this statement to be signed on its
behalf by the undersigned officer thereunto duly authorized.
PACIFIC ENTERPRISES
By: /s/ Leslie E. LoBaugh, Jr.
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Leslie E. LoBaugh, Jr.
Vice President and General Counsel
Pacific Enterprises
April 10, 1996
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EXHIBIT A
[PUBLIC UTILITIES COMMISSION LETTERHEAD]
October 26, 1994
Securities and Exchange Commission
450 West Fifth Street
Judiciary Plaza
Washington, D.C. 20549
Re: Public Utility Holding Company Act of 1935 --
Investments in Foreign Utility Companies by
Pacific Enterprises
Ladies and Gentlemen:
Pacific Enterprises, the corporate parent of Southern California Gas
Company ("SoCalGas"), has advised us that it may from time to time directly
or indirectly acquire and maintain interests in one or more "foreign utility
companies" as that term is defined in the Public Utility Holding Company Act
of 1935, as amended (the "Holding Company Act"). Such foreign utility
companies will derive no part of their income from electric or gas utility
operations within the United States.
SoCalGas is a "gas corporation" and a "public utility" (as those terms
are defined in the California Public Utilities Code) and, as such, is subject
to our jurisdiction over its utility operations within California, including
its retail gas rates. SoCalGas is also a "public utility company" (as that
term is defined in the Holding Company Act) and a "subsidiary company" (as so
defined) of Pacific Enterprises. Consequently, Pacific Enterprises is a
"holding company" (as defined in the Holding Company Act) although it has
obtained an exemption from all of the provisions of the Holding Company Act
other than Section 9(a)(2) thereof which requires prior approval by the
Securities and Exchange Commission for certain acquisitions of securities of
public utility companies. In addition, Pacific Enterprises and SoCalGas may
each become an "associate company" or an "affiliate" (as those terms are
defined in the Holding Company Act) of the foreign utility companies in which
Pacific Enterprises may acquire an interest.
Pacific Enterprises has requested that we provide to the Securities and
Exchange Commission the certification specified in Section 33(a)(2) of the
Holding Company Act with respect to our authority and resources to protect
ratepayers subject to our jurisdiction and of our intention to exercise that
authority. Providing that certification would permit Pacific Enterprises to
acquire and maintain interests in foreign utility companies without condition
or limitation by the Holding Company Act; would exempt such foreign utility
companies from substantially
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Securities and Exchange Commission
October 26, 1994
Page 2
all of the provisions of the Holding Company Act; and would deem such foreign
utility companies not to be public utilities for purposes of the Holding
Company Act.
In considering this matter, we have reviewed our regulatory authority
provided by the California Public Utilities Code and the resources available
to us to carry out our statutory responsibilities. We have also considered
that the Holding Company Act permits us, upon the filing of a notice, to
revise or withdraw the requested certification prospectively as to any
future acquisition. In addition, Pacific Enterprises and SoCalGas have made
a number of commitments to ease our regulatory task.
This certification is expressly conditioned on agreement by Pacific
Enterprises that SoCalGas will not seek to remove from the Commission's
jurisdiction and transfer to the jurisdiction of the Federal Energy
Regulatory Commission any of the pipeline facilities of SoCalGas currently or
hereafter used to provide utility service in the State of California without
first: 1) providing prior written notice to the Commission of such intention;
and 2) obtaining from the Commission any authorizations or approvals which
at such time may be required by the California Public Utilities Code or by
other applicable California law.
Accordingly, based upon the foregoing, we hereby certify to the Securities
and Exchange Commission that we have the authority and resources to protect
ratepayers subject to our jurisdiction and we intend to exercise that
authority.
Sincerely,
[SIG]
Daniel Wm. Fessler
President of the Commission
cc: Pacific Enterprises
Southern California Gas Company