File No. _________
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
Luz del Sur S.A.A.
(Name of the foreign utility company)
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(Name of filing company, if filed on behalf of
a foreign utility company)
ITEM 1
- ------
NOTIFICATION
------------
Public Service Enterprise Group Incorporated ("PSEG"), 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
Public Service Electric and Gas Company ("PSE&G"), 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 Luz del Sur S.A.A., a Peruvian
corporation ("Luz"), for the purpose of notifying the Commission that Luz is,
and hereby claims status as, a "foreign utility company" ("FUCO") within the
meaning of Section 33 of the Holding Company Act.
<PAGE>
Sempra Energy International, a California company which is an indirect
subsidiary of Sempra Energy, and PSEG Americas Ltd., a Bermuda company which is
an indirect subsidiary of PSEG Americas Inc., each have a 50% ownership interest
in Peruvian Opportunity Company S.A.C. ("POC").
On August 5, 1999, POC entered into a tender offer in the Peruvian stock market
to purchase 27.2% of the shares of Luz. The purchases contemplated by the tender
offer are expected to be completed on or about September 14, 1999.
On August 26, 1999, POC entered into a Stock Purchase Agreement, pursuant to
which it agreed to purchase from Ontario Latin America Energy Limited and other
parties ("Sellers"), 45% of the outstanding stock in Ontario Quinta A.V.V.
Ontario Quinta A.V.V holds 60% of the stock in Luz. The purchases contemplated
in the Stock Purchase Agreement are expected to be consummated on or about
September 15, 1999.
Luz, either directly or through its subsidiaries, holds various licenses from
the Peruvian government to distribute electricity in and around the city of
Lima, Peru.
Neither Luz nor any of its subsidiary companies owns or derives any part of its
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 Luz nor any of its subsidiary companies is a public-utility company
operating in the United States of America, as such terms are defined in the
Holding Company Act.
ITEM I
- ------
Name and business address of the entity claiming FUCO status:
- -------------------------------------------------------------
Luz del Sur S.A.A.
Av. Canaval y Moreyra 380
San Isidro, Lima, Peru
Description of the facilities used for the generation, transmission and
- --------------------------------------------------------------------------------
distribution of electric energy for sale:
- -----------------------------------------
Luz derives its income from the generation, transmission and distribution
of electric energy for sale to industrial, commercial and residential customers.
Specifically, Luz and its subsidiaries distribute electricity to customers in
the southern zone of metropolitan Lima, Peru, and the surrounding areas.
Pursuant to its licenses, Luz serves an area equivalent to 3,000 square
kilometers and serves approximately 690,000 customers. Luz del Sur's 1998 energy
sales totaled approximately 3,329 GWh.
<PAGE>
Ownership of Voting Securities:
- -------------------------------
Upon giving effect to the purchases contemplated by the Stock Purchase Agreement
and the tender offer, 82.5% of the stock of Luz will be owned by POC.
ITEM 2
- ------
Domestic Associate Public-Utility Companies
- -------------------------------------------
Upon giving effect to the purchase contemplated in the Stock Purchase Agreement
and tender offer, Southern California Gas Company ("SoCalGas"), San Diego Gas &
Electric Company ("SDG&E") and PSE&G will be the only domestic associate
public-utility companies, as such terms are defined in Section 2 of the Holding
Company Act, of Luz.
SoCalGas and SDG&E are subsidiaries of Sempra Energy. SoCalGas and SDG&E will
pay no portion of the purchase price for Sempra Energy's interest in, and will
have no interest in, Luz.
PSE&G is a direct subsidiary of PSEG, a publicly-held holding company, exempt by
rule under Section 3(a)(1) of the Holding Company Act. PSE&G will pay no portion
of the purchase price for its affiliate's interest in, and will itself have no
interest in, Luz.
Sempra Energy is filing contemporaneously herewith a separate Form U-57 on
behalf of Luz.
EXHIBIT A
- ---------
State Commission Certification - New Jersey
- -------------------------------------------
Exhibit A has been omitted for the reasons set forth below, since the
state certification requirement with regard to the State of New Jersey is deemed
satisfied by Orders issued in 1986, prior to the enactment of Section 33 (a) (2)
of the Holding Company Act, by the Board of Public Utilities of the State of New
Jersey ("BPU"), the only state commission having jurisdiction over the retail
gas and electricity rates of PSE&G. In support of such claimed exemption from
state certification, PSEG incorporates by reference the BPU Order of January 17,
1986, entitled "Order Authorizing Transfer of Capital Stock and Approval of
Merger", as amended by the BPU and Order dated November 13, 1986, entitled
"Order Authorizing Transfer of Capital Stock and Approval of Merger" also
incorporated by reference;1 PSEG asserts that such BPU Orders satisfy the
requirements of Section 33 (a)(2).
- -------------------------------------
1 PSEG has previously relied on and filed paper copies with the Commission of
such BPU Orders as satisfaction of the state certification requirement. See U-57
filings of Public Service Enterprise Group Incorporated on behalf of:
Turbogeneradores Maracay, C.A. filed with the Commission on July 31, 1995;
Empresa Distribuidora de Energia Sur, S.A., filed with the Commission on April
22, 1997; Empresa Distribuidora de Energia Norte, S.A., filed with the
Commission on April 22, 1997; Companhia Norte-Nordeste de Distribuicao de
Energia Electrica filed with the Commission on October 22, 1997; Turboven
Maracay Company filed with the Commission in October, 1998;
<PAGE>
Section 33 (a)(2) requires that every state commission having
jurisdiction over the retail electric or gas rates of a public-utility company
that is an associate company or an affiliate of an otherwise exempted foreign
utility company must certify 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 its authority."
Section 33 (a) (2) also provided that this requirement "shall
be deemed satisfied" if, prior to the enactment of Section 33 (a) (2), the
relevant state commission had, "on the basis of prescribed conditions of general
applicability," determined that the ratepayers of the public utility company are
"adequately insulated from the effects of diversification and the
diversification would not impair the ability of the state commission to regulate
effectively the operations of such company."
SoCalGas, SDG&E and PSE&G are the only associate companies or
affiliate companies of Luz that are public-utility companies that sell electric
energy or natural gas at retail in the United States. As referenced above,
Sempra Energy, the parent company of SoCalGas and SDG&E has filed
contemporaneously herewith a separate U-57 on behalf of Luz demonstrating
satisfaction of the state certification requirements with regard to SoCalGas and
SDG&E.
As indicated above, the retail rates of PSE&G are regulated by
the New Jersey BPU. The BPU Orders referenced above authorize the transfer of
PSE&G's issued and outstanding shares of common stock to a new holding company
to be formed - PSEG. This Order, as amended, commonly referred to as the Holding
Company Order, was and is generally applicable to all of PSEG's non-utility
activities. The BPU (at pp. 3-6 of the January 17, 1986 Order) imposed seventeen
(17) conditions generally applicable to the new holding company and its
subsidiaries.
The BPU additionally noted (at p. 9) that it can monitor
PSE&G's intercorporate transactions with affiliates; assure that utility assets
are not transferred to unregulated affiliates and that the utility is adequately
compensated for the transfer of such assets; and assure adequate capitalization
by reducing the earnings of PSE&G until the holding company makes proper capital
commitments. Such Order stated (at p.8) the BPU's conclusion that:
"This Board has ample statutory authority to regulate all
utility activites (sic) and, if required by existing facts or circumstances, to
take reasonable and appropriate action in order to resolve regulatory problems
and to protect the public."
- --------------------------------------------------------------------------------
Turboven Valencia Company filed with the Commission on October 15, 1998;
Turboven Cagua Company filed with the Commission on October 15, 1998; Empresa
Distribuidora La Plata S.A. filed with the Commission on November 4, 1998;
Chilquinta Energia S.A. filed with the Commission on June 8, 1999; AES Parana
S.C.A. filed with the Commission on July 12, 1999 and AES Parana Operations
S.R.L. filed with the Commission on July 12, 1999.
<PAGE>
The BPU further stated that:
"The Board's traditional regulatory powers will provide all
the enforcement that the Board will need to assure that PSE&G's utility
operation and its customers receive first priority, and that diversification by
the Holding Company does not affect the utility or its customers. The Board's
regulatory tools will be at least as effective when applied to PSE&G as part of
a holding company structure as they would be if PSE&G were to embark on
diversification through wholly-owned subsidiaries."
The BPU concluded by finding inter alia (at p. 10) that:
(2) The proposed conditions set out in the joint Position and
Agreement entered into by the Petitioner and Staff are reasonable and
appropriate, and, in conjunction with existing statutes, provided this Board
with sufficient means and authority by which to properly regulate utility
operations;
(3) The proposed restructuring will have no adverse impact
upon the rates charged to Petitioner's ratepayers, the employees of the utility
or upon PSE&G's ability to render safe, adequate and proper service;...
Accordingly, the BPU, the sole state commission with
jurisdiction over the retail rates of PSE&G determined, as set forth in the BPU
Orders, on the basis of prescribed conditions of general applicability, that the
ratepayers of PSE&G are adequately insulated from the effects of diversification
and that diversification would not impair the ability of the BPU to effectively
regulate the utility operations of PSE&G.
Accordingly, Luz satisfies the criteria set forth in section
33(a) for qualification as a foreign utility company.
The undersigned company has duly caused this statement to be
signed on its behalf by the undersigned thereunto duly authorized.
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
By: ROBERT C. MURRAY
--------------------
Robert C. Murray
Vice President and Chief Financial Officer
Date: September 14, 1999
