SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-57
AMENDED AND RESTATED
NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS
Filed under Section 33(a) of the
Public Utility Holding Company Act of 1935, as amended
HAZELWOOD POWER PARTNERSHIP/
HAZELWOOD POWER
HAZELWOOD POWER CORPORATION LTD/
HAZELWOOD POWER CORPORATION PTY LTD
HAZELWOOD PACIFIC PTY LTD
(Names of foreign utility companies)
by
PACIFICORP
(Name of filing Company)
700 N.E. Multnomah
Portland, Oregon 97232
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PacifiCorp, an Oregon corporation ("PacifiCorp"), hereby files with
the Securities and Exchange Commission (the "Commission"), pursuant to
section 33 of the Public Utility Holding Company Act of 1935 (the "Act")
and Rule 57 of the implementing regulations thereunder, 17 C.F.R. ss.
250.57 (1994), this Form U-57 for the purpose of notifying the Commission
that each of the following entities is or will be a foreign utility company
under the Act: Hazelwood Power Partnership and Hazelwood Power; Hazelwood
Power Corporation Ltd and Hazelwood Power Corporation Pty Ltd; and
Hazelwood Pacific Pty Ltd.
This notification amends and restates, in its entirety, an earlier
notification filed on August 1, 1996 by PacifiCorp with respect to
Hazelwood Pacific Pty Ltd, Hazelwood Power Partnership and Hazelwood Power
Corporation Ltd.
None of the foreign utility companies identified in this Form U-57
derives or will derive any part of its income, directly or indirectly, from
the generation, transmission or distribution of electric energy for sale
(or the distribution at retail of natural or manufactured gas for heat,
light, or power) within the United States. None of the foreign utility
companies identified in this Form U-57, nor any subsidiary company of any
of them, is or will be a public utility operating within the United States.
ITEM 1
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a. Name and business address of the entities claiming foreign utility
company status:
HAZELWOOD POWER PARTNERSHIP/ HAZELWOOD POWER CORPORATION LTD/
HAZELWOOD POWER HAZELWOOD POWER CORPORATION PTY LTD
c/o Phillips Fox c/o Phillips Fox
120 Collins Street 120 Collins Street
Melbourne, Victoria 3000, Australia Melbourne, Victoria 3000, Australia
HAZELWOOD PACIFIC PTY LTD
c/o William E. Peressini, Treasurer
PacifiCorp
700 N.E. Multnomah
Portland, OR 97232
b. Description of the facilities used for the generation, transmission,
and distribution of electric energy for sale:
Hazelwood Power Partnership, a general partnership organized under the
laws of Australia, has acquired or will acquire the assets of Hazelwood
Power Corporation Ltd from the State of Victoria, Australia. Shortly after
the initial closing of the acquisition transaction, Hazelwood Power
Partnership will change its name to Hazelwood Power, but will remain the
same entity. (Hazelwood Power Partnership and Hazelwood Power are
hereinafter collectively referred to as "Hazelwood Power".)
2
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Hazelwood Power has acquired or will acquire the following facilities
located in Australia used for the generation, transmission, and
distribution of electric energy for sale: (1) a 1600 megawatt (installed
capacity) brown coal-fired generating facility, consisting of eight units,
each of which is comprised of a boiler and turbine with nameplate capacity
of 200 megawatts; and (2) transmission facilities necessary to interconnect
the Hazelwood facility with the high-voltage transmission grid owned and
operated by PowerNet Victoria, a statutory Victoria government corporation.
Hazelwood Power Corporation Ltd holds various contracts and licenses
related to the acquired facilities in trust for the partners of Hazelwood
Power, and as trustee has certain rights to use the facilities for the
generation and sale of power. Shortly after the initial closing of the
acquisition transaction, Hazelwood Power Corporation Ltd will be converted
to Hazelwood Power Corporation Pty Ltd, but will remain the same entity.
(Hazelwood Power Corporation Ltd and Hazelwood Power Corporation Pty Ltd
are hereinafter collectively referred to as "Hazelwood Corporation".)
c. Persons Holding Five Percent or More of Any Class of Voting Securities
of the Foreign Utility Company and Amount and Nature of the Interest:
The partners in Hazelwood Power (the "Hazelwood Partners") and their
ownership interests are as follows:
(1) Hazelwood Pacific Pty Ltd, a company organized under the laws of
Australia and an indirect wholly-owned subsidiary of PacifiCorp,
holds approximately a 20 percent interest.
(2) Australian Power Partners, C.V., a Netherlands limited
partnership which is an indirect wholly-owned subsidiary of
Destec Energy, Inc., will hold approximately a 20 percent
interest. It will transfer its partnership interest to Australian
Power Partners, B.V., a Netherlands company which is also an
indirect wholly-owned subsidiary of Destec Energy, Inc., shortly
after the initial closing of the acquisition transaction.
(3) National Power Australia Investments Ltd, a direct wholly-owned
subsidiary of National Power Plc, holds approximately a 52
percent interest.
(4) CISL (Hazelwood) Pty Ltd, an indirect subsidiary of Commonwealth
Bank of Australia, holds approximately a 6 percent interest.
Hazelwood Investment Company Pty Ltd, also an indirect subsidiary
of Commonwealth Bank of Australia, holds approximately a 2
percent interest.
Hazelwood Power Corporation holds certain assets as described above on
behalf of the Hazelwood Partners as beneficial owners. National Power
Australia Investments Ltd holds 100 percent of the shares of Hazelwood
Power Corporation in trust for the Hazelwood Partners as beneficial owners.
The beneficial interests of each of the Hazelwood Partners in each of these
trusts is equivalent to its ownership interest in Hazelwood Power.
3
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Hazelwood Pacific Pty Ltd is an Australian corporation. PacifiCorp
Global, Inc. and Hazelwood Holdings, Inc. hold 100 percent of the voting
securities of Hazelwood Pacific Pty Ltd. PacifiCorp Global, Inc. holds 9
Ordinary Shares and 180,769 Redeemable Preference Shares and Hazelwood
Holdings, Inc. holds 1 Ordinary Share and 20,085 Redeemable Preference
Shares of Hazelwood Pacific Pty Ltd. PacifiCorp Global, Inc. and Hazelwood
Holdings, Inc. are indirect wholly-owned subsidiaries of PacifiCorp.
ITEM 2
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The only domestic associate public utility company of Hazelwood Power,
Hazelwood Power Corporation or Hazelwood Pacific Pty Ltd is PacifiCorp.
PacifiCorp is not owned by a holding company. PacifiCorp holds an indirect
ownership interest in Hazelwood Power and Hazelwood Power Corporation
through Hazelwood Pacific Pty Ltd, an indirect wholly-owned subsidiary of
PacifiCorp.
No part of Hazelwood Pacific Pty Ltd's investment in Hazelwood Power
or Hazelwood Power Corporation was paid by PacifiCorp.
EXHIBIT A
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State certifications required under section 33(a)(2) of the Act have
been filed with the Commission by the California Public Utilities
Commission, the Idaho Public Utilities Commission, the Public Utility
Commission of Oregon, the Montana Public Service Commission, the Public
Service Commission of Utah, the Washington Utilities and Transportation
Commission, and the Wyoming Public Service Commission. These state
certifications are incorporated by reference.
NOTICES
Communications regarding this Form U-57 should be directed to:
William E. Peressini, Treasurer James F. Fell
PacifiCorp Stoel Rives LLP
700 N.E. Multnomah 900 S.W. Fifth Ave., Suite 2300
Portland, OR 97232 Portland, OR 97204
(503) 731-2044 (503) 294-2343
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SIGNATURE
The undersigned company has duly caused this statement to be signed on
its behalf by the undesigned officer thereunto duly authorized.
PACIFICORP
By: WILLIAM E. PERESSINI
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William E. Peressini
Treasurer
Dated: September 12, 1996
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