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
Australian Power Partners C.V.
Hazelwood Power Partnership
Hazelwood Power Corporation Ltd
(Name of foreign utility company)
Destec Energy, Inc.
2500 CityWest Blvd
Houston, Texas 77042
(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")
pursuant 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.; Hazelwood
Power Partnership; and Hazelwood Power Corporation Ltd,
for the purpose of notifying the Commission that each of
the foregoing companies is or could become a "foreign
utility company" ("FUCO") within the meaning of Section
33 of the Act, and hereby claims status as a FUCO under
the Act.
ITEM 1
a. Name and business address of the entity claiming
foreign utility company status:
Australian Power Partners C.V.
c/o Phillips Fox
120 Collins Street
Melbourne, Victoria 3000,
Australia
Hazelwood Power Partnership
c/o Phillips Fox
120 Collins Street
Melbourne, Victoria 3000,
Australia
Hazelwood Power Corporation 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 is submitting a bid
to purchase the assets of Hazelwood Power Corporation
Ltd, which currently is wholly-owned by the State of
Victoria, Australia.
The jurisdictional facilities of Hazelwood
Power Corporation Ltd which Hazelwood Power Partnership
will acquire if its bid is successful 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 derives no 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 manufactured gas for heat, light or power)
within the United States, nor will Hazelwood Power
Partnership. Neither Hazelwood Power Corporation Ltd nor
Hazelwood Power Partnership, nor any of either's
subsidiary companies is 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:
Hazelwood Power Corporation Ltd is an
Australian corporation currently wholly-owned by the
State of Victoria, Australia.
Hazelwood Power Partnership is a general
partnership organized under the laws of Australia. The
partners of Hazelwood Power Partnership, and their
expected ownership interests therein, are as follows:
Australian Power Partners C.V., a Netherlands
company which is an indirect wholly-owned subsidiary of
Destec Energy, Inc., holds approximately a 20% interest.
Australian Power Partners C.V. will derive no 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 manufactured
gas for heat, light, or power) within the United States.
Neither Australian Power Partners C.V. nor any subsidiary
company is a public utility company operating in the
United States.
Hazelwood Pacific Pty Ltd, a company organized
under the laws of Australia which is an indirect 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 50% interest.
CIFL (Hazelwood) Pty Ltd, an indirect
subsidiary of Commonwealth Bank of Australia, holds
approximately a 7.5% interest. Hazelwood Investment Cpy
Ltd, also an indirect subsidiary of Commonwealth Bank,
holds approximately a 2.5% interest.
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 Partnership is PacifiCorp, which is
also submitting a Form U-57 with respect to Hazelwood
Power Partnership's proposed acquisition of Hazelwood
Power Corporation Ltd.
EXHIBIT A
State Certification
Not applicable. As noted above in Item 2,
PacifiCorp is filing a Form U-57 with respect to
Hazelwood Power Partnership's proposed acquisition of
Hazelwood Power Corporation Ltd.
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: /s/ Judith A. Center
______________________________
Judith A. Center
Skadden, Arps, Slate, Meagher
& Flom
1440 New York Ave. NW
Washington, D.C. 20005
Attorney For Destec Energy, Inc.
Dated: August 1, 1996
