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 SURAT ELECTRICITY COMPANY LIMITED
(Names of foreign utility companies)
MCN ENERGY GROUP INC.
500 Griswold Street
Detroit, Michigan 48226
(Name and Address of filing company)
Please send a copy of all notices and correspondence
concerning this Notice to:
Daniel L. Schiffer Nancy A. Wodka
MCN Energy Group Inc. Kathleen A. Foudy
500 Griswold Street Skadden, Arps, Slate,
Detroit, Michigan 48226 Meagher & Flom
1440 New York Avenue
Washington, D.C. 20005
ITEM 1
------
State the name of the entity claiming foreign
utility company status, its business address, and a
description of the facilities used for the
generation, transmission and distribution of
electric energy for sale or for the distribution at
retail of natural or manufactured gas. To the
extent known, identify each person that holds five
percent (5%) or more of any class of voting
securities of the foreign utility company and
describe the amount and nature of the interest.
MCN Energy Group Inc., a Michigan corporation
("MCN"), acting on behalf of The Surat Electricity
Company Limited ("SEC"), a public company incorporated
with liability under The Companies Act, India, hereby
notifies the Commission, pursuant to Section 33(a) of the
Act and Rule 57 thereunder, that SEC is a foreign utility
company within the meaning of Section 33(a) of the Act.
Name and Business Address:
-------------------------
The Surat Electricity Company Limited
Electricity House
Station Road
Surat-395 003
India
Description of Facilities:
-------------------------
The jurisdictional facilities consist of the
following electric generation and transmission assets:
SEC is an electricity distributing company that
purchases power from the State of Gujarat Electricity
Board and distributes it to the City of Surat, India.
Power is received at 8 receiving stations having a total
installed capacity of 323 MVA. SEC's transmission system
consists of approximately 512 kilometers of high tension
mains and approximately 1593 kilometers of low tension
mains.
Ownership
---------
Torrent Power Private Limited ("TPPL"), a
public company incorporated with liability under The
Companies Act, India, has a 43% ownership interest in
SEC, held directly or through corporate affiliates.
ITEM 2
------
State the name of any domestic associate public-
utility company and, if applicable, its holding
company, and a description of the relationship
between the foreign utility company and such
company, and the purchase price paid by any such
domestic associate public-utility company for its
interest in the foreign utility company.
As noted above, TPPL is an owner of SEC. TPPL
is an indirect partially-owned subsidiary of MCN. MCN is
a public utility company incorporated in Michigan and a
public utility holding company exempt from registration
by order under section 3(a)(1) of the Act. MCN owns 100
percent of two public utility companies in Michigan,
Michigan Consolidated Gas Company and Citizens Gas Fuel
Company, each of which is a Michigan corporation. MCN
also owns a one percent general and 46.5 percent limited
partnership interest in a public utility company in
Missouri, Southern Missouri Gas Company, L.P., a Missouri
limited partnership. SEC is an "affiliate" of MCN and an
"associate company" of each of Michigan Consolidated Gas
Company, Citizens Gas Fuel Company and Southern Missouri
Gas Company, L.P. No portion of the purchase price of
SEC was paid directly by any domestic public utility
company.
State certifications, as required under section
33(a)(2) of the Act, have been received from the
following state commissions and are attached hereto:
Michigan
Missouri
SIGNATURE
---------
The undersigned company has duly caused this
statement to be signed on its behalf by the undersigned
thereunto duly authorized.
MCN Energy Group Inc.
By: /s/ Dan Schiffer
----------------------------
Name: Dan Schiffer
Title: Vice President
Dated: March 28, 1997
EXHIBIT INDEX
Exhibit A -- Michigan Certification
Exhibit B -- Missouri Certification
EXHIBIT A
---------
STATE OF MICHIGAN
BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION
****
In the matter of the application of )
MCN ENERGY GROUP INC., a Michigan )
corporation, for certification pursuant to )
Section 33(a)(2) of the Public Utility Holding )
Company Act of 1935. )
__________________________________________________)
At the March 10, 1997 meeting of the Michigan Public
Service Commission in Lansing, Michigan.
PRESENT: Hon. John G. Strand, Chairman
Hon. John C. Shea, Commissioner
Hon. David A. Svanda, Commissioner
ORDER
-----
On February 18, 1997, MCN Energy Group Inc.
(MCN) filed an application for certification pursuant to
Section 33(a)(2) of the Public Utility Holding Company
Act of 1935 (PUHCA), 15 USC 79z-5b.
MCN in a diversified energy holding company
with natural gas markets and investments throughout North
America. Its operations include both utility and non-
utility activities. MCN's utility subsidiaries serving
Michigan customers are Michigan Consolidated Gas Company
(Mich Con) and Citizens Gas Fuel Company. MCN Investment
Corporation (MCNIC), a sub-holding company of MCN, owns
subsidiaries that engage in businesses involving oil,
natural gas, and power generation.
MCN states that MCNIC has reached a preliminary
agreement with Torrent Exports Limited (TEL), a
corporation formed under the laws of India, to jointly
own Torrent Power Limited Holding Company (TPL), a
corporation also formed under the laws of India. TPL
will initially own a 30% interest in a 655 megawatt
natural gas/naptha-fired electric generation project
currently under construction near the city of Bharuch,
India, and an interest in each of two electric
distribution companies, the Surat Electric Company and
the Ahmedabad Electric Company, which together currently
serve about 1.2 million customers.
MCNIC will make an initial equity investment of
approximately $60 million in TPL. MCN plans to finance
that investment through the issuance of non-recourse
debt. MCN represents that the $60 million investment
accounts for less than 2% of MCN's total assets. MCNIC
and TEL anticipate significant additional capital outlays
may be made in the future. MCN will provide at least 30
days' notice of its intent to make additional foreign
investment or to increase MCN's interest in TPL.
MCN states that TPL will operate separately
from MCN or any of its U.S. based subsidiaries and that
customers of those subsidiaries will see no change in
their day-to-day utility services and rates. MCN further
asserts that the proposed transaction will not harm MCN's
financial stability, will not affect tax revenues of
Michigan political subdivisions, and will not be contrary
to the public interest.
MCN states that it will not seek to recover
from its Michigan customers the direct or indirect costs
of the investment in TPL. In addition, MCN commits to
providing access to books and records reasonably
necessary for the Commission to exercise its
jurisdiction. MCN acknowledges that the requested
certification does not constitute approval of the
proposed investment or a finding that the investment is
reasonable.
MCN represents that it is exempt from
regulation under PUHCA. MCN further represents that TPL
is a foreign utility as defined by PUHCA and will be
exempt from regulation under PUHCA if every state
commission having jurisdiction over the electric or gas
rates of an affiliated utility company certifies that the
state commission has the authority and resources to
protect the utility's ratepayers and that it intends to
exercise that authority. MCN therefore requests that the
Commission grant that certification with respect to Mich
Con.
After review of the application, the Commission
finds that it is appropriate to certify that 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
concludes that it should grant the requested
certification while reserving the right to prospectively
revoke it, as PUHCA permits, and on the condition that
Mich Con not seek to recover from ratepayers any direct
or indirect costs of the investment in foreign utilities.
Furthermore, the granting of the certificate is not an
approval or endorsement of the transaction. Finally, as
the Commission has required in connection with the prior
certifications, MCN and its affiliates shall provide the
Commission at least 30 days' notice of the intent to make
additional foreign investment or to increase MCN's
interest in TPL.
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(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 transaction described
in MCN'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 in appropriate.
THEREFORE, IT IS ORDERED that certification
requested by MCN Energy Group Inc. pursuant to 15 USC
79z-5b is granted. With respect to the transaction
described in the application, the Commission has the
authority and resources to protect ratepayers subject to
its jurisdiction and intends to exercise that authority.
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
--------------------------------------
Chairman
(SEAL)
/s/John C. Shea
--------------------------------------
Commissioner
/s/David A. Svanda
--------------------------------------
Commissioner
By its action of March 10, 1997.
/s/Dorothy Wideman
---------------------------------------------------
Its Executive Secretary
EXHIBIT B
---------
STATE OF MISSOURI
PUBLIC SERVICE COMMISSION
At a session of the Public Service Commission held at
its office in Jefferson City on the 28th day of March, 1997.
In the Matter of the Application of MCN )
Corporation d/b/a MCN Energy Group Inc., )
a Michigan corporation for certification ) Case No. GO-97-352
pursuant to Section 33(a)(2) of the Public )
Utility Holding Company Act of 1935 )
ORDER APPROVING APPLICATION
APPROVING STIPULATION AND AGREEMENT
AND DIRECTING EXECUTIVE SECRETARY
TO ISSUE CERTIFICATION LETTER
-----------------------------------
On February 28, 1997, MCN Corporation d/b/a MCN
Energy Group Inc. ("MCN") filed an Application for
certification pursuant to Section 33(a)(2) of the Public
Utility Holding Company Act of 1935 ("PUHCA"), 15 U.S.C.
SECTION 79z-5b.
MCN is a diversified energy holding company with
natural gas markets and investments throughout North
America. These operations encompass both utility and
non-utility activities. The utility subsidiaries of MCN
are Michigan Consolidated Gas Company ("MichCon"), a
natural gas distribution and intrastate transmission
company serving 1.2 million customers in more than 500
communities throughout Michigan; Citizens Gas Fuel
Company, a natural gas utility serving the City of
Adrian, Michigan, and surrounding communities; and
Southern Missouri Gas Company, L.P. ("SMGC"), of which
MCN owns 47.5%, a natural gas utility serving 15
communities in southern Missouri. MCN Investment
Corporation ("MCNIC") is a sub-holding company of MCN
that owns subsidiaries engaged in oil and natural gas
exploration and production, natural gas gathering and
processing, gas marketing, gas storage, and power
generation.
MCN states that MCNIC has reached a preliminary
agreement with Torrent Exports Limited ("TEL"), a
corporation formed under the laws of India, to jointly
own Torrent Power Limited Holding Company ("TPL"), a
corporation formed under the laws of India. TPL will
initially own interests in: (1) a 655 MW natural
gas/naptha fired electric generation project current
under construction near the city of Bharuch, India
("Bharuch Project"); (2) the Surat Electric Company
("SECL"), an electric distribution company; and (3)
Ahmedabed Electric Company ("AECL"), an electric
distribution company. MCNIC will make an initial equity
investment of approximately $60 million in TPL. MCN
represents that the US $60 million investment accounts
for less than 2% of MCN's total assets.
MCN states that TPL will operate totally separate
from MCN or any of its American-based subsidiaries. MCN
further asserts that the proposed transaction will have
no detrimental impact on MCN's financial viability, the
capital structure or cost of capital, will have no impact
on the tax revenues of Missouri political subdivisions in
which any structure, facility or equipment of MCN or its
subsidiaries are located, and that the proposed
transaction is not detrimental to the public interest.
MCN states that it will not seek to recover from its
Missouri customers the direct or indirect costs of the
investment in TPL. In addition, MCN commits to providing
access to books and records reasonably necessary for the
Commission to exercise its jurisdiction. MCN
acknowledges that the requested certification does not
constitute approval of the proposed investment or a
finding that the investment is reasonable.
MCN represents that it is exempt from regulation
under PUHCA. MCN further represents that TPL is a
foreign utility as defined by PUHCA and will be exempt
from regulation under PUHCA if every state commission
having jurisdiction over the electric or gas rates of an
affiliated utility company, certifies that the state
commission has the authority and resources to protect the
utility's ratepayers and it intends to exercise that
authority. MCN therefore requests that the Commission
grant that certification with respect to SMGC.
On March 27, 1997, the Staff of the Missouri Public
Service Commission (Staff) filed a memorandum to the official
case file and a Stipulation And Agreement. In order to
ensure that Staff has information necessary to protect SMGC's
ratepayers, MCN has agreed to five conditions in consideration
for the Staff memorandum recommending that the Commission
issue a certification letter. The Stipulation And Agreement
is attached to this order and designated Attachment B.
After review of the Application, the Stipulation And
Agreement and the Staff's memorandum, the Commission
finds that approval of the Application and Stipulation
And Agreement is appropriate. The Commission concludes
that it should grant the requested certification while
reserving the right to prospectively revoke it, as permitted
by Section 715 of the 1992 Energy Policy Act, and on the
condition that SMGC not seek to recover from its ratepayers
any direct or indirect costs of the investment in foreign
utilities. Furthermore, the granting of the certificate is
not approval or endorsement of the transaction.
Finally, the Commission finds that the certification
letter attached hereto as Attachment A fulfills the
requirements of the PUHCA and should be sent to the
Security and Exchange Commission. On March 26, 1997, MCN's
counsel filed a letter with this Commission requesting that
the customary ten-day period between the issuance and effective
dates of this order be shortened and that the order become
effective on March 28, 1997. MCN has expressed a need to have
this order effective on March 28, and the Commission will
accommodate MCN's need in this regard.
IT IS THEREFORE ORDERED:
1. That the application filed by MCN Corporation
d/b/a MCN Energy Group, Inc. on February 28, 1997 is approved.
2. That the Stipulation And Agreement filed by MCN
Corporation d/b/a MCN Energy Group, Inc. and the Staff of the
Missouri Public Service Commission on March 27, 1997 is hereby
approved.
3. That nothing in this Order shall be considered a
finding by the Commission of the value of this transaction for
ratemaking purposes and, the Commission reserves the right to
consider the ratemaking treatment to be afforded these financing
transactions and their results in cost of capital in any later
proceeding.
4. That this order shall not be deemed to be precedent
for any future financing even if the facts may be similar.
5. That any adverse financial effects of this
acquisition shall be born by company stockholders and not by
Missouri ratepayers.
6. That the Executive Secretary of the
Commission shall send the letter attached hereto as
Attachment A, including the recommendation of the Staff
of the Commission in this case and a copy of this order
as attachments to the letter, to the Securities and
Exchange Commission.
7. That this Order shall become effective on
the date hereof.
BY THE COMMISSION
/s/ Cecil I. Wright
____________________________________
Cecil I. Wright, Executive Secretary
( S E A L )
McClure, Crumpton and
Drainer, CC., concur.
Zobrist, Chm., absent.
ALJ: Luckenbill
STATE OF MISSOURI
OFFICE OF THE PUBLIC SERVICE COMMISSION
I have compared the preceding copy with the original on file
in this office and I do hereby certify the same to be a true copy
therefrom and the whole thereof.
WITNESS my hand and seal of the Public Service Commission,
at Jefferson City, Missouri, this 28th day of March, 1997.
/s/ Cecil I. Wright
____________________________________
Cecil I. Wright
Executive Secretary
ATTACHMENT A
[ON MISSOURI PUBLIC SERVICE COMMISSION LETTERHEAD]
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: MCN Corporation d/b/a MCN Energy Group Inc.
Gentlemen:
MCN Corporation d/b/a MCN Energy Group Inc. ("MCN")
doing business in the state of Missouri as a public
utility through its operating subsidiary, Southern
Missouri Gas Company, L.P. ("SMGC") has advised this
Commission that MCN Investment Corporation ("MCNIC"), a
sub-holding company of MCN, has reached a preliminary
agreement with Torrent Exports Limited ("TEL"), a
corporation formed under the laws of India, to jointly
own Torrent Power Limited Holding company ("TPL"), a
corporation formed under the laws of India. TPL will
initially own interests in: (1) a 655 MW natural
gas/naptha fired electric generation project currently
under construction near the city of Bharuch, India
("Bharuch Project"); (2) the Surate Electric Company
("SECL"), an electric distribution company; and (3)
Ahmedabed Electric Company ("AECL"), an electric
distribution company. MCNIC will make an initial equity
investment of approximately $60 million in TPL.
MCN has filed or will file a Notification of Foreign
Utility Company Status with the Securities and Exchange
Commission under Section 33 of the Public Utility Holding
Company Act of 1935, as amended ("PUHCA" or the "ACT"),
in respect to the TPL investments. In connection
therewith, MCN will file with this Commission a copy of
its Notifications to the Securities and Exchange
Commission. MCN has asked this Commission to provide you
with the certification contemplated by the applicable
provisions of the PUHCA.
The Missouri Public Service Commission has
jurisdiction over the natural gas rates of SMGC in the
state of Missouri and hereby certifies that it has the
authority and resources to protect the ratepayers subject
to its jurisdiction and that the commission intends to
exercise its authority with respect to MCNIC's proposed
investment in TPL. This Commission notes that this
certification may be revised or withdrawn prospectively
as to any future acquisition. In making this
certification, this Commission is relying on the belief
that the Securities and Exchange Commission will enforce
all sections of PUHCA which govern MCN's proposed
investment in TPL for which it has jurisdiction.
Sincerely,
/s/ Cecil I. Wright
____________________________________
Cecil I. Wright
Executive Secretary
(573) 751-3048
Attachments
cc: Mr. Robert Wason
Securities and Exchange Commission
Office of Public Utility Regulation
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549
Mr. William K. McCrackin
Vice Chairman and Chief Financial Officer
c/o Jamie Fields
MCN Energy Group Inc.
500 Griswold Street
Detroit, Michigan 48226
Mr. James M. Fischer
Attorney at Law
101 West McCarty Street, Suite 215
Jefferson City, Missouri 65101
BEFORE THE PUBLIC SERVICE COMMISSION
OF THE STATE OF MISSOURI
MCN Corporation Request for Certification )
Pursuant to Section 33(a)(2) of the Public) Case No. GO-97-352
Utility Holding Company Act of 1935 )
STIPULATION AND AGREEMENT
-------------------------
On February 28, 1997, MCN Corporation d/b/a MCN
Energy Group, Inc. (MCN or Company) filed an application
with the Commission requesting certification pursuant to
Section 33(a)(2) of the Public Utility Holding Company
Act of 1935. MCN is a Michigan holding corporation that
owns 47.5% of Southern Missouri Gas Company, L.P. (SOMO),
a Commission regulated natural gas utility that serves 15
communities in southern Missouri. According to the
application, MCN is investing approximately 60 million
dollars in an electric generation and distribution
project in various parts of India. The application
sought certification by the Commission that it has the
authority and resources to protect ratepayers of Southern
Missouri Gas Company from any impacts of the India
investment and that it intends to exercise that
authority.
In order to ensure that it has the information
necessary to protect SOMO ratepayers, the Staff has
requested certain-commitments from MCN. In consideration
for the Staff recommendation that the Commission issue a
certification letter, the Company agrees that:
1) MCN, its affiliates and its subsidiaries agree to
make available to the Missouri Public Service
Commission and its staff at reasonable times and
places all books, records, employees and officers of
MCN and any affiliate or subsidiary of MCN, provided
that MCN and any affiliate or subsidiary of MCN
shall have the right to object to such production of
records or personnel on any basis under applicable
Missouri law and Missouri Public Service Commission
rule, excluding any objection that such records and
personnel are not subject to the Missouri Public
Service Commission's jurisdiction.
2) MCN shall notify the Missouri Public Service
Commission of any and all affiliated transactions in
which any costs, assets or equity could be assigned
from, or to Southern Missouri Gas Company, L.P.,
from MCN or any MCN affiliate or subsidiary and will
maintain all records of any such affiliated
transaction for Commission Staff review.
3) MCN shall file for a new certification letter from
the Missouri Public Service Commission for any
additional capital outlays in Torrent Power which
may be made in the future over the planned initial
investment of $70 million.
4) MCN agrees that no investments shall be made
inconsistent with the specific investments and
corporate structure proposed in the Application.
5) MCN shall notify the Missouri Public Service
Commission and its staff of any transaction between
any affiliated foreign company of any affiliate or
associated company thereof and any public utility
subject to Missouri Public Service Commission
jurisdiction.
In the event the Commission does not issue a
certification letter in this docket, this Stipulation and
Agreement shall be void.
Respectfully submitted,
/s/James M. Fisher /s/Roger W. Steiner
------------------------ ---------------------------
James M. Fischer Roger W. Steiner
Attorney at Law Assistant General Counsel
Missouri Bar No. 27543 Missouri Bar No. 39586
101 W. McCarty St. Missouri Public
Mutual Savings Bldg., Service Commission
Ste. 215 Jefferson City, MO 65102
Jefferson City, MO 65101 573-751-7434
573-636-6758 573-751-9285 (Fax)
573-636-0383 (Fax)
ATTORNEY FOR MCN ATTORNEY FOR THE STAFF OF
CORPORATION THE MISSOURI PUBLIC SERVICE
COMMISSION
CERTIFICATE OF SERVICE
I hereby certify that copies of the foregoing have been
mailed or hand-delivered to all counsel of record as
shown on the attached service list this 27th day of
March, 1997.
/s/Roger W. Steiner
--------------------------
