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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
BHOTE KOSHI POWER COMPANY PRIVATE 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
MCN Energy Group Inc.
500 Griswold Street
Detroit, Michigan 48226
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.
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MCN Energy Group Inc., a Michigan corporation ("MCN"), acting on
behalf of Bhote Koshi Power Company Private Limited ("BKPC") a private
limited liability company organized and existing under the Nepalese
Company Act, 2021, hereby notifies the Commission, pursuant to Section
33(a) of the Act and Rule 57 thereunder, that BKPC is a foreign utility
company within the meaning of Section 33(a) of the Act.
Name and Business Address:
Bhote Koshi Power Company Private Limited
KHA 1-960
Kalimati, Tahachal
Kathmandu, Nepal
Description of Facilities:
The jurisdictional facilities consist of a 36MW hydroelectric power
project currently being developed and constructed in the Sindhupalchok
District in Nepal.
Ownership
BKPC is currently owned by four shareholders, Panda of Nepal, a
corporation organized and existing under the laws of the Cayman Islands,
RDC of Nepal, a corporation organized and existing under the laws of the
Cayman Islands, Himal International Power Corporation Pvt. Ltd., a
corporation organized and existing under the laws of Nepal, and
International Finance Corporation, an international organization
established by Articles of Agreement among its member countries. Their
current ownership interests are as follows:
<TABLE>
<S> <C>
Panda of Nepal 75%
RDC of Nepal 5%
Himal International Power 10%
Corporation Pvt. Ltd.
International Finance 10%
Corporation
----
Total 100%
</TABLE>
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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, Panda of Nepal is the owner of 75% of the
issued and outstanding shares of BKPC. Panda of Nepal is in turn
wholly owned by Panda Bhote Koshi, a Cayman Islands exempted company.
Panda Bhote Koshi is itself owned by Panda Global Energy Company, a
Cayman Islands exempted company, and by MCNIC Nepal Limited, a Cayman
Islands exempted company. Panda Global Energy Company owns 100% of the
Class A capital stock and MCNIC Nepal Limited owns 100% of the Class B
capital stock of Panda Bhote Koshi, pursuant to a shareholders agreement
which provides for shared control of Panda Bote Koshi. MCNIC Nepal
Limited is an indirect wholly 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% 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. BKPC is consequently 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 BKPC 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
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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: Senior Vice President
Dated: December 18, 1997
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EXHIBIT INDEX
Exhibit 99.A - Michigan Certification
Exhibit 99.B - Missouri Certification
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EXHIBIT 99.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 ) Case No. U-11373
Section 33(a)(2) of the Public Utility Holding )
Company Act of 1935. )
________________________________________ )
At the September 12, 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 April 30, 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 is 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
subholding company of MCN, owns subsidiaries that engage in businesses
involving oil, natural gas, and power generation.
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In its March 10, 1997 order in Case No. U-11322, and the July 31,
1997 order in Case No. U-11457, the Commission granted MCN's requests for
certification that the Commission has the authority and resources to
protect ratepayers subject to its jurisdiction and intends to exercise
that authority with regard to MCNIC's proposed investments in certain
electric generating facilities in India totaling $210 million.
MCN states that it may from time to time make additional investments
in energy-related projects in India. MCN requests that the Commission
grant certification for up to $500 million in additional equity
investments throughout India. MCN believes that additional investments
in India will involve substantially similar issues and Commission
resources would be saved by approving its request. MCN states that it
will make no single investment that is greater than $100 million and that
it will provide the Commission with 30 days' notice of all investments in
increments of $50 million of the $500 million requested. MCN represents
that the $500 million investment accounts for about 8% to 11% of MCN's
total assets.
MCN states that any investment project will operate separately from
MCN and its United States-based subsidiaries and that customers of those
subsidiaries will see no change in their day-to-day utility services and
rates. MCN asserts that investments in India will not harm MCN's
financial viability, 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 its investments in India. 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
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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 future investments may be in foreign utilities 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 ex parte
approval is appropriate. The Commission concludes that it should grant
the certification for investments in international projects, primarily in
India, while reserving the right to prospectively revoke it, as PUHCA
permits, and on the condition that Mich Con 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, 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 projects in India.
The Commission FINDS that:
(1) 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
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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.
(2) With respect to the transactions 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.
(3) Ex parte approval is appropriate.
THEREFORE, IT IS ORDERED that the Commission grants the
certification requested by MCN Energy Group, Inc., pursuant to 15 USC
79z-5b. With respect to the transaction described in the application,
the Commission has the authority and resources to protect rate payers
subject to its jurisdiction and intends to exercise that authority.
The Commission reserves jurisdiction and may issue further orders as
necessary.
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MICHIGAN PUBLIC SERVICE COMMISSION
/s/John G. Strand
-------------------------
Chairman
(S E A L)
/s/John C. Shea
-------------------------
Commissioner
/s/David A. Svanda
-------------------------
Commissioner
By its action of September 12, 1997.
/s/Dorothy Wideman
-------------------------
Its Executive Secretary
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EXHIBIT 99.B
MISSOURI PUBLIC SERVICE COMMISSION
POST OFFICE BOX 360
JEFFERSON CITY, MISSOURI 65102
573-751-3234
573-751-1847 (Fax Number)
573-526-5695 (TT)
http://www.ecodev.state.mo.us/psc/
October 15, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: MCN Corporation
d/b/a/ MCN Energy Group Inc.
Dear 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 requests the Commission to grant MCN
certification for up to $500 million in additional equity investments
primarily in India.
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 additional
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
retail 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
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jurisdiction and that the Commission intends to exercise its authority
with respect to MCN's proposed $500 million in additional equity
investments, primarily in India. The 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 investments 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
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.
