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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
CMS Operating S.A.
(Name of foreign utility company)
CMS Energy Corporation
(Name of filing company, if filed on behalf of a foreign utility company)
ITEM 1
The name of the entity claiming foreign utility company status is CMS
Operating S.A. ("CMS Operating"). The address of CMS Operating is
Avenida Presidente Roque Saenz Pena 1116, 9th Floor, Buenos Aeries,
Argentina. CMS Operating owns and operates the 128 MW natural gas
fired Ensenada power plant located in the province of Buenos Aries,
Argentina ("Ensenada") . Ensenada also produces 200 tons of steam
per hour. CMS Operating also indirectly owns and operates Centrales
Termicas Mendoza, a 540 MW power facility composed of two generating
plants, C.T. Lujan de Cuyo and C.T. Cruz de Piedra. The Lujan de Cuyo
Power Plant is located on a site adjacent to the YPF S.A. Refinery in
Mendoza, Argentina and uses natural gas, fuel oil and gas oil as fuel.
The Cruz de Piedra Power Plant is situated in a locality of the same
name, in the Department of Maipu, Province of Mendoza, Argentina. CMS
Energy Corporation, a Michigan corporation and an exempt public utility
holding company, owns an interest in CMS Operating through intervening
subsidiaries CMS Enterprises Company and CMS Generation Holdings Company,
each of which are Michigan corporations. CMS Enterprises owns 99% of
CMS Operating and CMS Generation Holdings Company owns one percent of CMS
Operating.
ITEM 2
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 has not paid any portion of the
investment in CMS Operating.
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.
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
Name: Michael D. Van Hemert
Title: Assistant General Counsel
Date: May 17, 2000
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EXHIBIT 99
STATE OF MICHIGAN
BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION
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In the matter of the application of )
CMS ENERGY CORPORATION for )
certification pursuant to Section 33(a)(2) of ) Case No. U-12224
the Public Utility Holding Company Act of 1935 )
- - -----------------------------------------------)
At the December 16, 1999 meeting of the Michigan Public
Service Commission in Lansing, Michigan.
PRESENT: Hon. John G. Strand, Chairman
Hon. David A. Svanda, Commissioner
Hon. Robert B. Nelson, Commissioner
ORDER
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On December 3,1999, 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 a December 21, 1998 order in Case No. U-11858, the Commission
granted CMS's request for certification pursuant to 15 USC 79z-5b for
up to $800 million in additional international investments in the
calendar year 1999. Pursuant to that order, CMS invested
approximately $84 million in a foreign utility company in 1999. CMS
believes that there are additional potential investment opportunities
in foreign 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 calendar year 2000, not to exceed $600 million. CMS agrees to
provide the Commission with 30 days' notice of all investments, in
increments of $50 million. CMS states that the $600 million of total
international investment requested for 2000 represents about 4.1% of
CMS's September 30, 1999 total assets.
CMS represents that it is an intrastate holding company exempt
from registration as a holding company under Section 3(a)(1) of 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 requests that the Commission grant that
certification with respect to Consumers.
CMS states that any investments will remain separate from
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 this investment. It commits that CMS and its
affiliates will not seek recovery of the direct or indirect costs of
the investment from Michigan ratepayers and that the proposed
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 the transaction or a
finding that the transaction is reasonable.
After a review of the application, the Commission finds that it
is appropriate to renew the authority granted in Case No. U-11858 and
to certify that, as to up to $600 million in international investments
in calendar year 2000, 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 of the application 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 the 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 with 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 21.1 et seq.; 1939 PA 3, as amended, MCL 460.1 et
seq.; MSA 22.13(1) et seq.; 1969 PA 306, as amended, MCL 24.201 et
seq.; MSA 3.560(101) et seq.; 15 USC 79z-5b; and the Commission's
Rules of Practice and Procedure, as amended, 1992 AACS, R 460.17101 et
seq.
b. With respect to the 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 of the application is appropriate.
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
the 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 with 30 days.
C. CMS Energy Corporation shall make available books and records
necessary for the Commission to determine that ratepayers are not
being adversely affected.
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 with 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
(S E A L)
/s/ David A. Svanda
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Commissioner
/s/ Robert B. Nelson
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Commissioner
By its action of December 16, 1999.
/s/ Dorothy Wideman
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Its Executive Secretary
