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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
COMPANHIA PAULISTA DE ENERGIA ELECTRICA
COMPANHIA SUL PAULISTA DE ENERGIA
COMPANHIA JAGUARI DE ENERGIA
COMPANHIA LUZ E FORCA DE MOCACA
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(Name of foreign utility company)
CMS ENERGY CORPORATION
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(Name of filing company, if filed on behalf of a foreign utility company)
Item 1
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The name of the entities claiming foreign utility company status are Companhia
Paulista De Energia Electrica ("CPEE"), Companhia Sul Paulista De Energia
("Paulista"), Companhia Jaguari De Energia ("Jaguari") and Companhia Luz E Forca
De Mocaca ("Mocaca") (Collectively the "CPEE Group"). The address of each of
these entities is Rua Padre Garcia Velho, 73 - 7(degree)andar - conj.73, CEP
05421-030, Sau Paulo - SP - Brazil. The CPEE Group owns the concession rights
for electric distribution in certain municipalities in the Brazilian States of
Sau Paulo and Minas Gerais. At December 31, 1998 the CPEE Group had
approximately 135,000 customers. The CPEE Group's electrical distribution
network is approximately 5,595 kilometers long and its transmission network is
approximately 569 kilometers long. The CPEE Group owns and operates 18
substations and 4,252 distibution transformers with combined capacity of 196,352
kVA. The CPEE Group also owns a 7% stake in an 850MW hydroelectric plant now
under construction. CMS Energy Corporation, a Michigan corporation and an
exempt public utility holding company, will own an interest in each of the CPEE
Group through intervening subsidiaries CMS Enterprises Company and CMS Electric
and Gas Company. CMS Electric and Gas Company will hold its interest in CPEE
through CMS Brasil Energia Ltda a Brazilian entity. Persons that will own more
than a five percent ownership of the common stock
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(voting) each of the CPEE Group are:
<TABLE>
<CAPTION>
CPEE
<S> <C>
Person Name Percentage Interest
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CMS Electric and Gas Company 96%
PAULISTA
Person Name Percentage Interest
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CPEE 87%
Lina Giorgi Leuzzi 13%
JAGUARI
Person Name Percentage Interest
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CPEE 80%
Paulista 20%
MOCACA
Person Name Percentage Interest
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CPEE 76%
Jaguari 14%
</TABLE>
Item 2
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Consumers Energy Company, a Michigan corporation and combination electric and
gas utility, is also a wholly-owned subsidiary of CMS Energy Corporation.
Consumers Energy Company will not pay any portion of the purchase price for the
ownership interests in any entities in the CPEE Group.
EXHIBIT A
The certification required under Section 33(a)(2) of the Public Utility
Holding Company Act from the Michigan Public Service Commission
(the "Certification") is attached hereto. The notice required under the
Certification is also attached hereto.
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SIGNATURE
CMS Energy Corporation has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.
By: /s/ Michael D. Van Hemert
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Name: Michael D. Van Hemert
Title: Assistant General Counsel
Date: November 17, 1999
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Exhibit Index
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<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99A MICHIGAN PUBLIC SERVICE COMMISSION CERTIFICATION
99B NOTICE TO THE MICHIGAN PUBLIC SERVICE COMMISSION
</TABLE>
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EXHIBIT 99.A
STATE OF MICHIGAN
BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION
*****
In the matter of the application of )
CMS ENERGY CORPORATION, a Michigan )
corporation, for certification pursuant to ) Case No. U-11858
Section 33(a)(2) of the Public Utility Holding )
Company Act of 1935. )
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At the December 21, 1998 meeting of the Michigan Public Service Commission
in Lansing, Michigan.
PRESENT: Hon. John G. Strand, Chairman
Hon. David A. Svanda, Commissioner
ORDER
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On December 3, 1998, CMS Energy Corporation (CMS) filed an application
requesting certification pursuant to Section 33(a)(2) of the Public Utility
Holding Company Act of 1935 (PUHCA), 15 USC 79z-5b.
CMS is an international energy corporation. Its principal subsidiary is
Consumers Energy Company (Consumers), a combination electric and gas utility
located entirely in the state of Michigan.
In the January 28, 1998 order in Case No. U-11610, the Commission granted
CMS's request for certification pursuant to 15 USC 79z-5b for up to $800 million
in additional CMS investments in 1998. Pursuant to that order, CMS invested
approximately $63 million in a foreign utility company during 1998. CMS believes
that there are additional potential investment opportunities in foreign
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utility companies throughout the world. In this application, CMS seeks a
Commission certification that will permit it to pursue additional equity
investments in foreign utility companies in 1999, not to exceed $800 million.
CMS agrees to provide the Commission with 30 days' notice of all such
investments in increments of $50 million. CMS states that $800 million
constitutes only 8.1% of CMS's total assets as of September 30, 1998.
CMS represents that it is exempt from PUHCA. It further represents that its
foreign investment subsidiaries are or will be foreign utility companies that
are exempt from regulation under PUHCA if every state commission having
jurisdiction over the electric or gas rates of an affiliated public utility
company certifies that the state commission has the authority and resources to
protect the utility's ratepayers and that the commission intends to exercise
that authority. CMS therefore requests that the Commission grant that
certification with respect to Consumers.
CMS states that any investments will remain separate from CMS and Consumers
and will not have any effect on Consumers' day-to-day utility services or rates
and will not have a material detrimental effect on the financial viability,
capital structure, or cost of capital of CMS or Consumers. It says that no
utility assets of Consumers or assets of any Consumers subsidiary will be
pledged or encumbered for any investment. It commits that CMS and its affiliates
will not seek recovery of the direct or indirect costs of any investment from
Michigan ratepayers and that any transaction will have no effect on the tax
revenues of Michigan political subdivisions in which any structure, facility, or
equipment of CMS or its subsidiaries is located. CMS will make available books
and records reasonably necessary for the Commission to determine that Michigan
ratepayers are not being adversely affected. It acknowledges that a grant of
certification is not approval of any transaction or a finding that any
transaction is reasonable.
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After a review of the application, the Commission finds that it is
appropriate to certify that, as to up to $800 million in foreign investments in
1999, it has the authority and resources under Michigan law to protect
Michigan's utility ratepayers and that it intends to exercise that authority.
The Commission also finds that ex parte approval is appropriate. The Commission
grants the requested certification while reserving the right to prospectively
revoke it, as PUHCA permits, and on condition that CMS and Consumers not seek to
recover from Michigan ratepayers any direct or indirect costs of the investment
in foreign utilities. Furthermore, the granting of the certification is not
approval or endorsement of any transaction. Finally, each time CMS and its
affiliates have cumulatively invested another $50 million or more in foreign
utility investments, CMS shall provide the Commission with written notice within
30 days.
The Commission FINDS that:
a. Jurisdiction is pursuant to 1909 PA 106, as amended, MCL 460.551 et
seq.; MSA 22.151 et seq.; 1919 PA 419, as amended, MCL 460.51 et seq,; MSA 22.1
et seq.; 1939 PA 3, as amended, MCL 460.1 et seq.; MSA 22.13(l) et seq.; 1969
PA 306, as amended, MCL 24.201 et seq.; MSA 3.560(101) et seq.; 15 USC 79z-56;
and the Commission's Rules of Practice and Procedure, as amended, 1992 AACS, R
460.17101 et seq.
b. With respect to amount and type of transactions described in CMS's
application, the Commission has the authority and resources to protect
ratepayers subject to its jurisdiction and intends to exercise that authority.
c. Ex parte approval is appropriate.
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THEREFORE, IT IS ORDERED that:
A. The certification requested by CMS Energy Corporation pursuant to 15 USC
79z-5b is granted. With respect to the amount and type of transactions described
in the application, the Commission has the authority and resources to protect
ratepayers subject to its jurisdiction and intends to exercise that authority.
B. Each time CMS Energy Corporation and its affiliates have cumulatively
invested another $50 million or more in foreign utility investments, CMS Energy
Corporation shall provide the Commission with written notice within 30 days.
The Commission reserves jurisdiction and may issue further orders as
necessary.
Any party desiring to appeal this order must do so in the appropriate
court within 30 days after issuance and notice of this order, pursuant to MCL
462.26; MSA 22.45.
MICHIGAN PUBLIC SERVICE COMMISSION
/s/ John G. Strand
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Chairman
(SEAL)
/s/ David A. Svanda
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Commissioner
By its action of December 21, 1998.
/s/ Dorothy Wideman
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Its Executive Secretary
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[CMS ENERGY LETTERHEAD] EXHIBIT 99.B
VIA FEDERAL EXPRESS
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November 9, 1999
Ms. Dorothy Wideman
Executive Secretary
Michigan Public Service Commission
6546 Mercantile Way
P.O. Box 30221
Lansing, Michigan 48909
RE: CASE NO. U-11858
(GLOBAL CERTIFICATION FOR FOREIGN UTILITY INVESTMENT)
Dear Ms. Wideman:
The purpose of this letter is to provide notice to the Michigan Public
Service Commission (the "Commission") that CMS Energy Corporation ("CMS
Energy"), through its affiliate CMS Electric and Gas Company and various
companies owned by CMS Electric and Gas Company, has made an equity investment
of approximately $84 million in Companhia Paulista De Energia Electrica (CPEE),
an electric distribution facility serving over 135,000 customers in the
Brazilian States of Sao Paulo and Minas Gerais. Included in the acquisition is a
small (7%) stake in a 850MW hydroelectric plant now under construction. CMS
Energy acquired approximately 77 percent ownership interest in CPEE for
approximately $84 million. The remaining approximately 23 percent of CPEE is
owned by various pension funds, individuals and corporations. The transaction
closed on October 15, 1999.
This notice is provided pursuant to the Commission's ex parte Order
issued on December 21, 1998 in Case No. U-11858 (the "Order") that allows CMS
Energy to make up to $800 million in foreign utility investments in 1999. The
Order requires CMS Energy to provide written notice to the Commission when it
and its affiliates have cumulatively invested another $50 million or more in
foreign utility investments. Such notice shall be provided within 30 days of the
investment.
Should you have any questions regarding the above referenced investment
or this notice, please do not hesitate to contact me at (313) 436-9605.
Very truly yours,
/s/ Robert C. Shrosbree
Robert C. Shrosbree
