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 Energy Group PLC
(Name of foreign utility company)
by
PacifiCorp
(Name of filing Company)
700 N.E. Multnomah
Portland, OR 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 The Energy Group PLC ("The
Energy Group") is a foreign utility company under the Act. As described below,
PacifiCorp intends to acquire an interest in The Energy Group.
The Energy Group filed a Form U-57, Notification of Foreign Utility Company
Status, with the Commission on or about June 3, 1997.
The Energy Group does not 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. Neither The Energy Group nor any
subsidiary company of The Energy Group is or will be a public-utility company,
as that term is defined under Section 2(a)(5) of the Act, operating within the
United States.
Item 1
a. Name and business address of the entities claiming foreign utility company
status:
The Energy Group PLC
117 Piccadilly
London, W1V 9FJ, England
b. Description of the facilities used for the generation, transmission and
distribution of electric energy for sale:
The Energy Group owns and operates, through its subsidiary Eastern Group
PLC and its subsidiaries, facilities for the generation and distribution of
electricity in Great Britain. The Energy Group currently owns, operates or has
interests in eight power stations in Great Britain, which together account for
nearly ten percent of total registered generating capacity, making it the fourth
largest generator of electricity in Great Britain.
Five of the eight power stations, West Burton, Rugeley B, Drakelow C,
Ironbridge and High Marnham are coal-fired with registered capacities of
1,966MW, 1,026MW, 976MW, 970MW and 945MW, respectively. The Energy Group has
applied for an increase in the registered capacities of West Burton and Rugeley
B to 2,012MW and 1,046MW, respectively. Two of the remaining power stations,
Peterborough and King's Lynn, are gas-fired combined cycle facilities with
installed generating capacities of 360MW and 340MW, respectively, and registered
capacities of 405MW and 380MW, respectively. Finally, The Energy Group holds an
approximately 13.5% interest (equivalent to 135MW) in a power station at
Barking, which is a gas-fired combined cycle facility with a registered
generating capacity of 1,000MW.
The Energy Group has acquired a controlling interest (83.2 percent) in
Teplarny Brno a.s., an energy company that owns plants in the Czech Republic
with a generation capacity of approximately 1,204MW and 169 kilometer
distribution network.
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In addition, The Energy Group owns 49 percent of Zamosc Energy Company, a
joint venture with Zaklod Energetyczny Zamosc SA (a Polish regional distribution
company) with rights to develop three 70 MW electric co-generation plants in
Chelm, Zamosc, and Przemysl Poland.
The Energy Group sells electricity to its customers in both Great Britain's
franchise market and competitive market. The Energy Group's franchise market,
served by Eastern Electricity PLC, is the largest in England and Wales, with
over 3 million customers. The national competitive market comprises over 51,000
sites, which represents an estimated market size of over (pound)6 billion per
annum at current rates.
The Energy Group's electricity distribution network comprises approximately
88,000 kilometers of lines and cable which operate at voltages at or below
132kV. Underground cable comprises approximately 52,500 kilometers of the
network, with the balance of approximately 35,500 kilometers consisting of
overhead lines. The network also includes numerous transformers and switch gear.
The Energy Group is a major supplier of natural gas in Great Britain but
neither owns nor operates natural gas distribution facilities.
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:
PacifiCorp does not know of any person that owns directly or indirectly
five percent or more of any class of voting securities of The Energy Group.
Item 2
Upon its indirect acquisition of five percent or more of the voting
securities of The Energy Group, PacifiCorp will become a domestic affiliate
public-utility company of The Energy Group. PacifiCorp is not aware of any other
domestic associate or affiliate public utility company of The Energy Group.
PacifiCorp is not owned by a holding company. PacifiCorp will hold its ownership
interest in The Energy Group indirectly through its wholly owned subsidiary
PacifiCorp Group Holdings Company.
PacifiCorp, through its indirect wholly owned subsidiary PacifiCorp
Acquisitions, has made an offer to acquire all outstanding ordinary shares of
10p each ("Energy Group Shares") of The Energy Group for (pound)7.65 in cash per
Energy Group Share, including all Energy Group Shares represented by American
Depositary Shares ("Energy Group ADSs") of The Energy Group, each representing
four Energy Group Shares and evidenced by American Depositary Receipts, for
(pound)30.60 in cash per Energy Group ADS. PacifiCorp Acquisitions also may make
market purchases of Energy Group Shares, not to exceed 29% of the total number
of outstanding Energy Group Shares, for a price not to exceed (pound)7.65 in
cash per Energy Group Share.
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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.
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
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: February 18, 1998
