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
EnergyWorks, LLC
EnergyWorks (C.I.), LLC
EnergyWorks do Brasil Ltda.
New IndoPower Investment Company Pte. Ltd.
PT EnergyWorks Indonesia
New IndiaPower Company One
New IndiaPower Company Two
EnergyWorks India Company Pvt. Ltd.
Electrificadora Ecologica, S.A.
Molinos de Viento del Arenal, S.A.
Casa Palermo, S.A.
AeroEnergia, S.A.
(Names of foreign utility companies)
by
PacifiCorp
(Name of filing Company)
700 N.E. Multnomah
Portland, OR 97232
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PacifiCorp, an Oregon corporations ("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: EnergyWorks, LLC;
EnergyWorks (C.I.), LLC; EnergyWorks do Brasil Ltda.; New IndoPower Investment
Company Pte. Ltd.; PT EnergyWorks Indonesia; New IndiaPower Company One; New
IndiaPower Company Two; EnergyWorks India Company Pvt. Ltd.; Electrificadora
Ecologica, S.A.; Molinos de Viento del Arenal, S.A.; Casa Palermo, S.A.;
AeroEnergia, S.A..
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 such company, is or will be a
public utility operating within the United States.
Item 1
a. Name and business address of the entities claiming foreign utility company
status:
EnergyWorks, LLC EnergyWorks (C.I.), LLC
c/o Jeffrey W. Eckel c/o Jeffrey W. Eckel
8201 Corporate Drive, Suite 1250 Ugland House
Landover, MD 20785 South Church Street
Grand Cayman
Cayman Islands
EnergyWorks do Brasil Ltda. New IndoPower Investment
c/o Luiz Fernando Mendes Company Pte. Ltd.
Alameda Santo 745 c/o Jeffrey W. Eckel
Conj. 31 95 South Bridge Road
Sao Paulo, SP #10-10 Pidemco Center
CEP 01419-001 Singapore
058717
PT EnergyWorks Indonesia New IndiaPower Company One/
c/o Richard Chow New IndiaPower Company Two
Graha Paramita c/o Jeffrey W. Eckel
10th Floor Unit E 608 St. James Court
JI Denpasar Raya, Blok D-2 St. Denis Street
Kuningan, Jakarta 12940 Port Louis
Indonesia Mauritius
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EnergyWorks India Company Pvt. Ltd. Electrificadora Ecologica, S.A.
c/o Sunil Shah Singh c/o Jeffrey W. Eckel
Century Centre, 3rd Floor 8201 Corporate Drive, Suite 1250
39 TTK Road India Landover, MD 20785
Alwarpet
Chennai 600 018
India
Molinos de Viento del Arenal, S.A. Casa Palermo, S.A.
c/o Jeffrey W. Eckel c/o Jeffrey W. Eckel
8201 Corporate Drive, Suite 1250 8201 Corporate Drive, Suite 1250
Landover, MD 20785 Landover, MD 20785
AeroEnergia, S.A.
c/o Jeffrey W. Eckel
8201 Corporate Drive, Suite 1250
Landover, MD 20785
b. Description of the facilities used for the generation, transmission, and
distribution of electric energy for sale:
None of the foreign utility companies identified in the Notice currently
owns or operates facilities used for 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.
PacifiCorp anticipates that the following electric power generation
projects will be developed or acquired in 1998:
(i) Brazil Projects (Jacarei and Pacatuba): EnergyWorks do Brasil Ltda., a
limited liability company organized under the laws of Brasil, will construct
cogeneration power assets of 8 MW of electricity and 30 metric tons of steam for
the Kaiser brewing company facility located in Jacarei, State of Sao Paulo and 5
MW of electricity and 15 metric tons of steam at the Kaiser brewing facility to
be constructed in Pacatuba, State of Ceara. Both power plants will be
"inside-the-fence" and excess power, if any, may be sold to the local public
utility.
(ii) Indonesia Project: PT EnergyWorks Indonesia intends to acquire up to
12 MW of electricity generating assets owned by the Citraland/Grogol Mal,
located in Jakarta, Indonesia and supply chilled water for air conditioning
distributed to the hotel, common area and businesses located inside the complex.
The acquisition will be done through a new company to be owned 70% by an
EnergyWorks affiliate and 30% by the public utility in Indonesia known as "PLN."
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An amended Notice or additional Notices will be filed as necessary when
these or other projects are completed.
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:
EnergyWorks, LLC is a Delaware limited liability company. Bechtel New
Energy Enterprises, Inc., a Delaware corporation, holds a 50% interest in
EnergyWorks, LLC. New Energy Holdings I, an Oregon corporation, holds the
remaining 50% interest in EnergyWorks, LLC. PacifiCorp, an Oregon corporation,
holds a 100% interest in New Energy Holdings I through its wholly-owned
subsidiary PacifiCorp Holdings, Inc., a Delaware corporation.
EnergyWorks (C.I.), LLC is a Cayman Islands limited life company. BEn EW
International (Cayman Islands), Ltd., a direct wholly-owned subsidiary of
Bechtel New Energy Enterprises, Inc., holds a 50% interest in EnergyWorks
(C.I.), LLC. EnergyWorks Holding I (Cayman Islands), a direct wholly-owned
subsidiary of New Energy Holdings I, holds the remaining 50% interest in
EnergyWorks (C.I.), LLC.
EnergyWorks do Brasil Ltda. is a Brazilian limited liability company.
EnergyWorks (C.I.), LLC holds a 99.9% interest in EnergyWorks do Brasil Ltda.
New IndoPower Investment Company Pte. Ltd. is a Singaporean limited
company. EnergyWorks (C.I.), LLC holds a 100% interest in New IndoPower
Investment Company Pte. Ltd.
PT EnergyWorks Indonesia is an Indonesian company. New IndoPower Investment
Company Pte, Ltd. holds a 99.9995% interest in PT EnergyWorks Indonesia.
New IndiaPower Company One is a Mauritian company. EnergyWorks (C.I.), LLC
holds a 99% interest in New IndiaPower Company One.
New IndiaPower Company Two is a Mauritian company. EnergyWorks (C.I.), LLC
holds a 99% interest in New IndiaPower Company Two.
EnergyWorks India Company Pvt. Ltd. is an Indian limited company. New
IndiaPower Company One holds a 99.99% interest in EnergyWorks India Company Pvt.
Ltd.
Electrificadora Ecologica, S.A. is a Costa Rican company. EnergyWorks
(C.I.), LLC holds a 65% interest in Electrificadora Ecologica, S.A. The
remaining 35% interest in Electrificadora Ecologica, S.A. is held by New World
Power Corporation.
Molinos de Viento del Arenal, S.A. is a Costa Rican company.
Electrificadora Ecologica, S.A. holds a 65% interest in Molinos de Viento del
Arenal, S.A. The remaining 35% interest in Molinos de Viento del Arenal, S.A. is
held by two Costa Rican citizens: Carlos Oreanuno and Victor Garita.
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Casa Palermo, S.A. is a Costa Rican company. EnergyWorks (C.I.), LLC holds
a 100% interest in Casa Palermo, S.A.
AeroEnergia is a Costa Rican company. Casa Palermo holds a 49% interest in
AeroEnergia. The remaining 51% is held by two Costa Rican citizens: Samuel
Viroslav and Solomon Lechtman.
Item 2
PacifiCorp, an Oregon corporation, is the only domestic associate public
utility company of the foreign utility companies identified in this Notice.
PacifiCorp is not owned by a holding company. Exhibit B is an Organization Chart
showing the principal ownership and relationships of the foreign utility
companies identified in this Notice. PacifiCorp holds its ownership interest in
New Energy Holdings I through its wholly-owned subsidiary PacifiCorp Holdings,
Inc.
The purchase prices PacifiCorp anticipates paying, through one or more
subsidiaries, for its interests in the Brazilian cogeneration projects described
in Item 1.b of this Notice are: for the Jacarei Project, approximately
$2,494,500, which represents its equity share of an estimated project cost of
$14,900,000; and for the Pacatuba Project, approximately $1,697,000, which
represents its equity share of an estimated project cost of $8,578,000. In
addition, PacifiCorp anticipates paying, through one or more subsidiaries,
approximately $1,596,125 in arrangement fees, legal fees and miscellaneous fees
and costs for both projects, which represents a 50 percent share of estimated
fees and costs of $3,192,250.
PacifiCorp anticipates paying, through one or more subsidiaries,
approximately $2,500,000 for its equity share of EnergyWorks' interest in the
Indonesia Project described in Item 1.b of this Notice.
Exhibit A
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.
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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
Tele: (503) 731-2044 Tele: (503) 294-2343
Fax: (503) 731-2027 Fax: (503) 220-2480
EnergyWorks, L.L.C.
c/o Jeffrey W. Eckel
8201 Corporate Drive, Suite 1250
Landover, MD 20785
Tele: (301) 918-7373
Fax: (301) 459-2842
Signature
The undersigned company has duly caused this statement to be signed on its
behalf by the undesigned officer thereunto duly authorized.
PACIFICORP
By: /s/ William E. Peressini
-----------------------------------------
William E. Peressini
Treasurer
Dated: December 12, 1997
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PacifiCorp
Form U-57
Exhibit B
Organization Chart
Bechtel PacifiCorp
| |
| |
| PacifiCorp
| Holdings, Inc.
| (Delaware)
| |
| |
Bechtel New New Energy
Energy Enterprises, ------------------------------------------------- Holdings I
Inc. (Delaware) | (Oregon)
| | |
| | |
- ---------------------------------------------------- EnergyWorks, L.L.C. |
| | (Delaware) |
| | |
| BEn EW 50% 50% |
| International ----------------------------------------------------- EnergyWorks
| (Cayman), Ltd. | Holdings I
| | (Cayman Islands)
| |
| EnergyWorks
| (C.I.), LLC
| (Cayman Islands)
| |
| --------------------------------------------------------------------------------------------------
| | 99% | | | | |
| ----------------------- | | | 100% | |
| | | | | New | 100% | 65%
| New New | | IndoPower Casa ELECSA
| 1% IndiaPower IndiaPower | | Investment Palermo (Costa Rica)
|----- Company Company | | Company (Costa Rica) |
| One Two | | Pte. Ltd. | |
| (Mauritius) (Mauritius) | | (Singapore) | 49% | 65%
| | | | | | AeroEnergia MOVASA
| | 99.99% | 0.01% | | | (Costa Rica) (Costa Rica)
| ---------------------- | 0.0005% | | 99.9995%
| | | ---------
| EnergyWorks | PT EnergyWorks
| India Company | Indonesia
| Pvt. Ltd. (India) | (Indonesia)
| | 99.9%
| EnergyWorks
- --------------------------------------------- do Brasil
0.1%
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