File No. __________________
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
CJSC EASTERN KAZAKSTAN POWER DISTRIBUTION
COMPANY ("CJSC Eastern")
OJSC ALTAIENERGO ("OA")
OJSC ALTAIENERGO POWER DISTRIBUTION
COMPANY ("OJSC Altaienergo")
OJSC SEMIPALATINSK POWER DISTRIBUTION
NETWORKS ("OJSC Semipalatinsk")
CJSC SEMIPALATINSK POWER TRANSMISSION
COMPANY ("CJSC Semipalatinsk")
DJSC AYAGUZ POWER NETWORKS ("DJSC")
AES SHYGYS ENERGY LLP ("AES SHYGYS")
(Name of foreign utility companies)
THE AES CORPORATION
1001 N. 19th Street
Suite 2000
Arlington, Virginia 22209
(Name of filing company, if filed on behalf of foreign utility company)
<PAGE>
The Commission is requested to mail copies of all correspondence
relating to this Notification to:
William R. Luraschi, Esq.
The AES Corporation
1001 N. 19th Street
Suite 2000
Arlington, Virginia 22209
Lynn N. Hargis, Esq.
Chadbourne & Parke LLP
1200 New Hampshire Avenue, N.W.
Suite 300
Washington, D.C. 20036
ITEM 1
Foreign utility status is claimed by AES Shygys Energy LLP ("AES
Shygys"), CJSC Eastern Kazakstan Power Distribution Company ("CJSC Eastern"),
OJSC Altaienergo ("OA"), OJSC Altaienergo Power Distribution Company ("OJSC
Altaienergo"), OJSC Semipalatinsk Power Distribution Networks ("OJSC
Semipalatinsk"), CJSC Semipalatinsk Power Transmission Company ("CJSC
Semipalatinsk"), and DJSC Ayaguz Power Networks ("DJSC"), all located in the
oblast of Eastern Kazakstan in northeastern Kazakstan.
CJSC Eastern, OA, OJSC Altaienergo, OJSC Semipalatinsk, CJSC
Semipalatinsk, and DJSC own and operate businesses of electricity distribution
in the oblast of Eastern Kazakstan, Kazakstan and are referred to herein as the
"Distribution Companies".
The business addresses of AES Shygys and the Distribution Companies are
as follows:
AES Shygys CJSC Eastern
East-Kazakhstan Region East-Kazakhstan Region
Ust-Kamenogorsk, 492018 Ust-Kamenogorsk, 492020
Bazhov Street 67 Bazhov Street 10
Kazakstan Kazakstan
-2-
<PAGE>
OA OJSC Alataienergo
East-Kazakhstan Region East-Kazakhstan Region
Ust-Kamenogorsk, 492018 Ust-Kamenogorsk, 492018
Bazhov Street 68 Bazhov Street 68
Kazakstan Kazakstan
OJSC Semipalatinsk CJSC Semipalatinsk
Semipalatinsk, 490029 Semipalatinsk, 490029
Karzhaubaiuly Street 243 A Karzhaubaiuly Street 243 A
Kazakstan Kazakstan
DJSC
East-Kazakhstan Region
Nugmanov Street 67
Kazakstan
The Distribution Companies are 100% owned by the government of the
Republic of Kazakstan. Through a memorandum of understanding entered into
between The Republic of Kazakstan, the Ministry of Energy, Industry and Trade
(of Kazakstan), the Ministry of State Revenue (of Kazakstan), the Committee of
State Property & Privatization of the Ministry of Finance (of Kazakstan), the
Distribution Companies, and AES Shygys Energy LLP ("AES Shygys"), AES Shygys
will operate and manage the Distribution Companies. AES Shygys is an indirect
wholly-owned subsidiary of The AES Corporation.
The AES Corporation is a Delaware corporation.
ITEM 2
The Distribution Companies have no domestic associate public utility
companies.
CILCO is a domestic associate of AES Shygys through The AES
Corporation's acquisition of CILCO, which was consummated October 18, 1999. The
Commission issued an order on August 20, 1999, granting The AES Corporation a
Section 3(a)(5)
-3-
<PAGE>
exemption from PUHCA if and when it indirectly acquired CILCO, a domestic
public utility company.
The state commission certification from the Illinois Commerce
Commission required under Section 33(a)(2) of the Act in connection with this
transaction is attached.
Signature
The undersigned company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.
By: /s/ Barry Sharp
-----------------------
Barry Sharp
Senior Vice President/CFO
The AES Corporation
1001 N. 19th Street
Suite 2000
Arlington, Virginia 22209
(703) 522-1315
Dated: October 21, 1999
-4-
<PAGE>
State of Illinois
Illinois Commerce Commission
[Letterhead of Richard L. Mathias]
March 10, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are writing to you with respect to Central Illinois Light Company
("CILCO") and its parent, CILCORP Inc., and the pending merger transaction
involving CILCORP Inc. and The AES Corporation.
We have been advised that The AES Corporation, through its subsidiaries
(other than CILCORP Inc. or subsidiaries of CILCORP Inc.), affiliates, or
through other entities, currently holds, and intends to continue to hold and
acquire, ownership interest in electric and natural gas facilities in one or
more foreign countries. We submit this letter pursuant to the requirements of
Section 33(a)(2) of the Public Utility Holding Company Act of 1935, as amended
(the "Act").
A 1997 Illinois law implemented changes to historical utility
regulation. The law required all regulated electric utilities to reduce their
rates to residential consumers in 1998 and, subject to certain specified
exceptions, froze such electric rates until 2005. While neither the utilities
nor the Illinois Commerce Commission ("Commission") can change bundled electric
rates until 2005, the Commission retains jurisdiction to set rates for unbundled
delivery service. In addition, electric utilities are subject to other statutory
provisions that require a sharing of revenue with consumers if the utility earns
more than certain specified thresholds. However, the restructuring legislation
gave electric utilities great flexibility in writing down assets and
accelerating depreciation, so utilities may be able to avoid triggering the
over-earning threshold. Also the legislation removed Commission authority over
the sale, lease or other transfer of assets to affiliated or unaffiliated
entities until January 1, 2005. Also, the Commission has jurisdiction over
electric and gas delivery system reliability. However, the Commission cannot
order a utility to construct additional generation. Finally, while the
Commission's authority to approve or disapprove some merger and reorganization
transactions has been suspended
<PAGE>
until 2005, regulated utilities are required to provide the Commission with a
30-day advanced notice of any proposed transaction, with supporting
documentation, and to file certain reports thereafter.
The Illinois Commerce Commission hereby certifies to you that we have
the authority and resources to protect Illinois consumers in accordance with the
Illinois statutes discussed in the previous paragraph. We intend to exercise
such authority.
Sincerely,
Illinois Commerce Commission
/s/Richard L. Mathias
Richard L. Mathias
Chairman
cc: Mr. Edward J. Griffin, DeFrees & Fiske
Mr. Robert W. Wason, Security and Exchange Commission
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