SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-57
AMENDED AND RESTATED
NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS
Filed Under Section 33(a) of the
Public Utility Holding Company Act of 1935, as amended
Australian Power Partners C.V.
Australian Power Partners B.V.
Hazelwood Power Partnership/Hazelwood Power
Hazelwood Power Corporation Ltd/
Hazelwood Power Corporation Pty Ltd
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(Name of foreign utility company)
Destec Energy, Inc.
2500 City West Blvd
Houston, Texas 77042
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(Name of filing company, if filed on behalf of a foreign
utility company)
The Commission is requested to mail copies of
all correspondence relating to this Notification to:
Reggie G. Rice
Destec Energy, Inc.
2500 City West Blvd., Suite 150
Houston, Texas 77042
Judith A. Center
Skadden, Arps, Slate, Meagher & Flom
1440 New York Ave. NW
Washington, D.C. 20005
Destec Energy, Inc. hereby files with the
Securities and Exchange Commission ("Commission") pursu-
ant to Section 33 of the Public Utility Holding Company
Act of 1935, as amended ("Act"), this Form U-57 on behalf
of Australian Power Partners C.V.; Australian Power
Partners B.V.; Hazelwood Power Partnership and Hazelwood
Power; and Hazelwood Power Corporation Ltd and Hazelwood
Power Corporation Pty Ltd, for the purpose of notifying
the Commission that each of the foregoing companies is or
will be a "foreign utility company" ("FUCO") within the
meaning of Section 33 of the Act, and hereby claims
status as a FUCO under the Act.
This notification amends and restates, in its
entirety, an earlier notification filed on August 1, 1996
by Destec Energy, Inc. with respect to Australian Power
Partners C.V.; Hazelwood Power Partnership; and Hazelwood
Power Corporation Ltd.
ITEM 1
a. Name and business address of the entity claiming
foreign utility company status:
Australian Power Partners C.V.
Australian Power Partners B.V.
c/o John J. Stauffacher
Destec Energy, Inc.
2500 City West Blvd., Suite 150
Houston, Texas 77042
Hazelwood Power Partnership/Hazelwood Power
c/o Phillips Fox
120 Collins Street
Melbourne, Victoria 3000
Australia
Hazelwood Power Corporation Ltd/
Hazelwood Power Corporation Pty Ltd
c/o Phillips Fox
120 Collins Street
Melbourne, Victoria 3000
Australia
b. Description of facilities used for the generation,
transmission, and distribution of electric energy for
sale:
Hazelwood Power Partnership, a general partner-
ship organized under the laws of Australia, has success-
fully bid to acquire the assets of Hazelwood Power Corpo-
ration Ltd from the State of Victoria, Australia. Short-
ly after the initial closing of the acquisition transac-
tion, Hazelwood Power Partnership will change its name to
Hazelwood Power, but will remain the same entity.
(Hazelwood Power Partnership and Hazelwood Power are
hereinafter collectively referred to as "Hazelwood Pow-
er".)
The jurisdictional facilities of Hazelwood
Power Corporation Ltd which Hazelwood Power has acquired
consist of: (1) a 1600 megawatt (installed capacity)
brown coal-fired generating facility, which consists of
eight units, each of which is comprised of a boiler and
turbine with a nameplate capacity of 200 megawatts; and
(2) transmission facilities necessary to interconnect the
Hazelwood facility with the high-voltage transmission
grid owned and operated by PowerNet Victoria, a statutory
Victoria government corporation.
Hazelwood Power Corporation Ltd holds various
contracts and licenses related to the acquired facilities
in trust for the partners of Hazelwood Power, and as
trustee has certain rights to use the facilities for the
generation and sale of power. Shortly after the initial
closing of the acquisition transaction, Hazelwood Power
Corporation Ltd will be converted to Hazelwood Power
Corporation Pty Ltd, but will remain the same entity.
(Hazelwood Power Corporation Ltd and Hazelwood Power
Corporation Pty Ltd are hereinafter collectively referred
to as "Hazelwood Power Corporation".)
Neither Hazelwood Power nor Hazelwood Power
Corporation derives or will derive any part of its in-
come, directly or indirectly, from the generation, trans-
mission, or distribution of electric energy for sale (or
the distribution at retail of natural or manufactured
gas for heat, light or power) within the United States.
Neither Hazelwood Power nor Hazelwood Power Corporation,
nor any of either's subsidiary companies, is or will be a
public utility operating in the United States.
c. Persons holding five percent (5%) or more of any
class of voting securities of the foreign utility company
and amount and nature of the interest:
The partners of Hazelwood Power (collectively,
the "Hazelwood Partners"), and their ownership interests
therein, are as follows:
Australian Power Partners C.V., a Netherlands
limited partnership which is an indirect whol-
ly-owned subsidiary of Destec Energy, Inc.,
holds approximately a 20% interest. It will
transfer its partnership interest to Australian
Power Partners B.V., a Netherlands company
which is also an indirect wholly-owned subsid-
iary of Destec Energy, Inc., shortly after the
initial closing of the acquisition transaction.
Neither Australian Power Partners C.V. nor
Australian Power Partners B.V. derives or will
derive any part of its income, directly or
indirectly, from the generation, transmission,
or distribution of electric energy for sale (or
the distribution at retail of natural or manu-
factured gas for heat, light or power) within
the United States. Neither Australian Power
Partners C.V. nor Australian Power Partners
B.V., nor any of either's subsidiary companies,
is or will be a public utility company operat-
ing in the United States.
Hazelwood Pacific Pty Ltd, a company organized
under the laws of Australia which is an indi-
rect wholly-owned subsidiary of PacifiCorp,
holds approximately a 20% interest.
National Power Australia Investments Ltd, a
direct wholly-owned subsidiary of National
Power Plc., holds approximately a 52% interest.
CISL (Hazelwood) Pty Ltd, an indirect subsid-
iary of Commonwealth Bank of Australia, holds
approximately a 6% interest. Hazelwood Invest-
ment Company Pty Ltd, also an indirect subsid-
iary of Commonwealth Bank of Australia, holds
approximately a 2% interest.
Hazelwood Power Corporation holds certain
assets as described above on behalf of the Hazelwood
Partners as beneficial owners. In addition, National
Power Australia Investments Ltd holds all of the shares
of Hazelwood Power Corporation in trust for the Hazelwood
Partners as beneficial owners. The ownership percentage
of each of the Hazelwood Partners in each of the trusts
described above is equivalent to its ownership interest
in Hazelwood Power.
ITEM 2
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 such domestic associate public-utility company
for its interest in the foreign utility company:
The only domestic associate public-utility
company of Hazelwood Power and Hazelwood Power Corpora-
tion is PacifiCorp, which is also submitting a Form U-57
with respect to Hazelwood Power's acquisition of the
facilities described herein. Neither Australian Power
Partners C.V. nor Australian Power Partners B.V. has or
will have any domestic associate public-utility company.
EXHIBIT A
State Certification
Not applicable. As noted above in Item 2,
PacifiCorp is filing a Form U-57 with respect to
Hazelwood Power's acquisition of the facilities described
herein.
Signature
The undersigned company has duly caused this
statement to be signed on its behalf by the undersigned
thereunto duly authorized.
Destec Energy, Inc.
By: -------------------------------
Marian M. Davenport
Vice-President, General Counsel
and Secretary
Dated: September 12, 1996
