<PAGE>
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 "1935 Act")
DISTRIBUIDORA DE GAS DEL CENTRO S.A.
(Name of Foreign Utility Company)
LG&E INTERNATIONAL INC.
(Name of filing company, if filed on behalf
of a foreign utility company)
The Commission is requested to address communications to:
Patrick R. Northam Earle H. O'Donnell
Assistant Secretary Donna M. Attanasio
LG&E International Inc. Andrew B. Young
220 West Main Street Dewey Ballantine
Louisville, Kentucky 40232 1775 Pennsylvania Ave., N.W.
Washington, D.C. 20006
February 11, 1997
<PAGE>
FILE NO._________
LG&E International Inc. ("LG&E International"), on behalf of
Distribuidora de Gas del Centro S.A. ("Centro"), an Argentinean sociedad
anomina, hereby files with the Securities and Exchange Commission, pursuant to
Section 33 of the Public Utility Holding Company Act of 1935 ("Act"), as amended
by Section 715 of the Energy Policy Act of 1992, P.L. 102-487, and Rule 57 of
the implementing regulations thereunder, 17 C.F.R. Section 250.57, this Notice
claiming exemption as a foreign utility company.
In support of this claim for exemption, the following information is
submitted.
ITEM 1
STATE THE NAME OF THE ENTITY CLAIMING FOREIGN UTILITY COMPANY
STATUS AND ITS BUSINESS ADDRESS.
The company claiming foreign utility company status within the meaning of
Section 33(a)(3) of the Act is:
Distribuidora de Gas del Centro S.A.
Carlos Maria Della Paolera No. 299
27th Floor
Buenos Aires, Argentina
Neither Centro nor any subsidiary company of Centro is a public utility company
operating in the United States.
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.
Centro is a Argentinean company whose sole purpose is to own and operate
facilities for the distribution of natural gas at retail within the provinces of
Cordoba, Catamarca, and LaRioja in Argentina. Centro has the exclusive right to
provide natural gas distribution services within its region. Centro owns
approximately 9,300 Km of network pipeline but
<PAGE>
does not own any compressor stations, gas processing facilities, or gas storage
facilities.
TO THE EXTENT KNOWN, IDENTIFY EACH PERSON THAT HOLDS FIVE PERCENT
OR MORE OF ANY CLASS OF VOTING SECURITIES OF THE FOREIGN UTILITY
COMPANY AND DESCRIBE THE AMOUNT AND NATURE OF SUCH INTEREST.
There are five entities which together will own 100% of the stock (the only
voting stock) of Centro. These companies are:
(1) LG&E International, a Delaware corporation, which is an indirect
wholly-owned subsidiary of LG&E Energy Corp. ("LG&E Energy"). LG&E
Energy, a Kentucky corporation, is a public utility holding company
exempt from registration under Section 3(a)(1) of the Act. LG&E
International will own 7.65% of the shares of Centro directly and will
have an additional 38.25% indirect interest in Centro through its
ownership of 75% of the shares of Inversora de Gas del Centro S.A., as
described below. Directly and indirectly, LG&E International will own
approximately 45.9% of the total shares of Centro.
(2) Sideco Americana S.A., an Argentinean corporation whose controlling
shareholder is SOCMA AMERICANA S.A., will own approximately 21.6% of
the shares of Centro.
(3) Societa Italiana Per Il Gas per Azione ("Italgas"), an Italian
corporation, will own approximately 9.75% of the shares of Centro
directly and will have an additional 12.75% indirect ownership
interest in Centro through its ownership of 25% of the shares of
Inversora de Gas del Centro S.A., as described below. Directly and
indirectly, Italgas will own approximately 22.5% of the total shares
of Centro.
2
<PAGE>
(4) Inversora de Gas del Centro S.A. ("Inversora del Centro"), a holding
company owned by LG&E International (75%) and Italgas (25%), will own
approximately 51% of the shares of Centro. The ownership interest of
Inversora del Centro is inclusive of the indirect ownership interests
of LG&E International and Italgas, described above.
(5) Programa de Propiedad Participada, an employee stock ownership
program, will own approximately 10% of the shares of Centro.
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.
Centro will be an associate company of Louisville Gas and Electric Company,
which is a public-utility company. Louisville Gas and Electric Company is a
direct, wholly-owned subsidiary of LG&E Energy. Louisville Gas and Electric
Company will have no interest in Centro and, therefore, the purchase price
disclosure is inapplicable.
EXHIBIT A
The Commission has previously recognized the adequacy of the Kentucky
Public Service Commission's oversight of LG&E Energy's activities for purposes
of Section 33 of the Act. See LG&E Energy Corp. letter dated February 22, 1994
(File No. 132-3).
Accordingly, Centro meets the criteria set forth in Section 33(a) for
qualification as a "foreign utility company."
3
<PAGE>
SIGNATURE
The undersigned company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.
By: /s/ Patrick R. Northam
________________________________
Patrick R. Northam
Assistant Secretary
LG&E International Inc.
For: Distribuidora de Gas del Centro S.A.
4
