<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 CUYANA 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 Cuyana S.A. ("Cuyana"), 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 Cuyana S.A.
Carlos Maria Della Paolera No. 299
27th Floor
Buenos Aires, Argentina
Neither Cuyana nor any subsidiary company 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.
Cuyana 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
Mendoza, San Juan, and San Luis, in Argentina. Cuyana has the exclusive right
to provide natural gas distribution services within its region. Cuyana owns
approximately 7,200 Km of network pipeline but
<PAGE>
does not own any compression 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 eight entities which together will own 100% of the stock (the only
voting stock) of Cuyana. 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 2.16% of the shares of Cuyana directly and will
have an additional 12.24% indirect interest in Cuyana through its
ownership of 24% of the shares of Inversora de Gas Cuyana S.A., as
described below. Directly and indirectly, LG&E International will own
approximately 14.4% of the total shares of Cuyana.
(2) Sideco Americana S.A., an Argentinean corporation whose controlling
shareholder is SOCMA AMERICANA S.A., will own approximately 4.59% of
the shares of Cuyana directly and will have an additional 26.01%
indirect interest in Cuyana through its ownership of 51% of the shares
of Inversora de Gas Cuyana S.A., as described below. Directly and
indirectly, Sideco Americana, S.A. will own approximately 30.60% of
the total shares of Cuyana.
(3) Societ Italiana Per Il Gas Per Azione ("Italgas"), an Italian
corporation, will own approximately 2.25% of the shares of Cuyana
directly and will have an additional 12.75% indirect
2
<PAGE>
interest in Cuyana through its ownership of 25% of the shares of
Inversora de Gas Cuyana S.A., as described below. Directly and
indirectly, Italgas will own approximately 15% of the total shares
of Cuyana.
(4) Inversora de Gas Cuyana S.A. ("Inversora Cuyana"), a holding company
that will be owned by Sideco Americana S.A. (51%), LG&E International
(24%), and Italgas (25%), will own approximately 51% of the shares of
Cuyana. The ownership interest of Inversora Cuyana is inclusive of
the indirect ownership interests of Sideco Americana S.A., 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 Cuyana.
(6) Provincia de Mendoza, which is an Argentine Provincial subdivision,
will own approximately 10.23% of the shares of Cuyana.
(7) Banco de Mendoza, a recently privatized Argentinean bank, will own
approximately 9.88% of the shares of Cuyana.
(8) Banco de Previsi n Social, a recently privatized Argentinean bank,
will own approximately 9.88% of the shares of Cuyana.
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.
Cuyana will be an associate company of Louisville Gas and Electric Company,
which is a public-utility company. Louisville Gas and Electric
3
<PAGE>
Company is a direct, wholly-owned subsidiary of LG&E Energy. Louisville Gas
and Electric Company will have no interest in Cuyana 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. letter dated February 22, 1994
(File No. 132-3).
Accordingly, Cuyana meets the criteria set forth in Section 33(a) for
qualification as a "foreign utility company."
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 Cuyana S.A.
4