<PAGE>
File No. 69-00447
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM U-3A-2
Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from
the Provisions of the Public Utility Holding Company Act of 1935
To Be Filed Annually Prior to March 1
CATALYST VIDALIA ACQUISITION CORPORATION
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(Name of Company)
hereby files with the Securities Exchange Commission, pursuant to Rule 2, its
statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935, and submits the following
information:
1. Name, State of organization, location and nature of business of
claimant and every subsidiary thereof, other than any exempt wholesale generator
(EWG) or foreign utility company in which claimant directly or indirectly holds
an interest.
See Attachment A
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation, transmission, and
distribution of electric energy for sale, or for the production, transmission,
and distribution of natural or manufactured gas, indicating the location of
principal generating plants, transmission lines, producing fields, gas
manufacturing plants, and electric and gas distribution facilities, including
all such properties which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines which deliver or
receive electric energy or gas at the borders of such State.
See Attachment A
3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:
(a) Number of kwh. of electric energy sold (at retail or wholesale),
and Mcf. of natural or manufactured gas distributed at retail.
Sold 779,641,000 kwh. of electric energy at wholesale.
(b) Number of kwh. of electric energy and Mcf. of natural or
manufactured gas distributed at retail outside the State in which each such
company is organized.
Sold no kwh. of electric energy or Mcf. of natural or manufactured gas
distributed at retail outside Louisiana.
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(c) Number of kwh. of electric energy and Mcf. of natural or
manufactured gas sold at wholesale outside the State in which each such company
is organized, or at the State line.
Sold no kwh. of electric energy of Mcf. of natural or manufactured gas
at wholesale outside Louisiana, or at the Louisiana State line.
(d) Number of kwh. of electric energy and Mcf. of natural or
manufactured gas purchased outside the State in which each such company is
organized or at the State line. See attachment A.
Purchased no kwh. of electric energy or Mcf. of natural or manufactured
gas outside Louisiana, or at the Louisiana State line.
4. The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an EWG or a
foreign utility company, stating monetary amounts in United States dollars:
(a) Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation, transmission and
distribution of electric energy for sale or for the distribution at retail of
natural or manufactured gas.
None
(b) Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
None
(c) Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for which there is
recourse, directly or indirectly, to the holding company claiming exemption or
another system company, other than the EWG or foreign utility company.
Not applicable
(d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
None
(e) Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the services
to be rendered or goods sold and fees or revenues under such agreement(s).
Not applicable
EXHIBIT A
A consolidating statement of income and surplus of the claimant and its
subsidiary companies for the last calendar year, together with a consolidating
balance sheet of claimant and its subsidiary companies as of the close of such
calendar year.
See attached Exhibit A
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The above-named claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 23rd day of February, 2000.
Catalyst Vidalia Acquisition Corporation
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(Name of claimant)
By /S/ Jack R. Sauer
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Jack R. Sauer
Vice President
CORPORATE SEAL
Attest:
/S/ Elsie Sugiharto
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Elsie Sugiharto
Accountant
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Jack R. Sauer Vice President
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(Name) (Title)
c/o Century Power, LLC
3900 Park Avenue, Suite 102
Edison, NJ 08820
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(Address)
EXHIBIT B. Financial Data Schedule
If, at the time a report on this form is filed, the registrant is
required to submit this report and any amendments thereto electronically via
EDGAR, the registrant shall furnish a Financial Data Schedule. The Schedule
shall set forth the financial and other data specified below that are applicable
to the registrant on a consolidated basis.
Item No. Caption Heading
1 Total Assets
2 Total Operating Revenues
3 Net Income
See attached Exhibit B
EXHIBIT C
An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding company system.
See attached Exhibit C
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Attachment A
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CATALYST VIDALIA ACQUISITION CORPORATION
Statement by Claimant
1. Catalyst Vidalia Acquisition Corporation (the "Claimant") is a
Louisiana corporation located at 3900 Park Avenue, Suite 102, Edison,
NJ 08820. The nature of its business is a 100% ownership interest in
Catalyst Vidalia Holding Corporation ("CVHC"), a Louisiana corporation,
which has a 100% ownership interest in Catalyst Vidalia Corporation
("CVC") a Louisiana corporation, which owns a 50% undivided interest
in, and 100% of the voting securities of, Catalyst Old River
Hydroelectric Limited Partnership, a Louisiana limited partnership in
commendam (the "Partnership"). CVHC is also the sole member of Vidalia
Holding, LLC (a Louisiana Limited Liability Company) ("VHLLC") which on
July 15, 1999 acquired from the limited partner to the Partnership, 50%
of the limited partner's 50% ownership in the Partnership. As a result
of this transaction, CVHC owns a 75% undivided interest in the
Partnership. The Partnership is located at Old River Control Complex,
North Highway 15, Lettsworth, Louisiana 70753, and the nature of its
business is ownership of a lessee interest in, and the operation of, a
192 megawatt hydroelectric facility. Further information regarding the
business of the Partnership is contained in Note 2 below.
2. The Claimant owns 100% of CVHC. CVHC owns 100% of CVC which is the sole
general partner of the Partnership. CVC owns a 50% undivided interest
in the Partnership and, as sole general partner, 100% of the voting
securities of the Partnership. CVHC is also the sole member of VHLLC
which owns a 25% undivided interest in the Partnership.
The Partnership's assets consist of a leasehold interest in a 192
megawatt run-of-river hydroelectric facility located in Concordia
Parish (near Vidalia), Louisiana, approximately one mile north of the
Army Corps of Engineers Old River Control Complex between the
Mississippi River and the Red/Atchafalaya Rivers. The Project consists
of an intake channel 4,500 feet in length, a power plant containing
eight bulb turbines with a total installed capacity of 192 megawatts,
and a power discharge channel 10,000 feet in length discharging into
the Old River Outflow Channel. The Project discharges the flows that
otherwise would be passed through the Low Sill Structure of the Old
River Control Structure. A single 40-mile, 115-KV transmission line
connects the Project with Entergy Services Inc.'s existing substation,
just west of Vidalia.
In August 1990, the Partnership sold and leased back its interest in
the Project to and from a group of financial institutions. The original
term of the lease is 30 years, subject to certain renewal options.
Under the lease and related agreements,
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Attachment A
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the Partnership was granted certain options to purchase the Project
from the lessors. These agreements also impose certain restrictions on
the operation of the Project by the Partnership, and generally require
that revenues from Project operations be used to pay operating and
maintenance expenses, rent, royalty and related obligations before they
may be distributed to the partners of the Partnership.
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Exhibit A
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CATALYST VIDALIA ACQUISITION CORPORATION
FORM U-3A-2
Index to Exhibit A
Exhibit A1 - Catalyst Old River Hydroelectric Limited Partnership audited
1999 financial statements
Exhibit A2 - Catalyst Vidalia Corporation unaudited 1999 financial
statements
Exhibit A3 - Catalyst Vidalia Holding Corporation unaudited 1999
consolidated financial statements
Exhibit A4 - Catalyst Vidalia Holding Corporation unaudited 1999
consolidating financial statements
Exhibit A5 - Catalyst Vidalia Acquisition Corporation unaudited 1999
financial statements
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Exhibit A1
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CATALYST OLD RIVER HYDROELECTRIC LIMITED PARTNERSHIP
AUDITED 1999 FINANCIAL STATEMENTS
The above named financial statements are hereby incorporated by reference from
the Form U-3A-2 filed by Catalyst Vidalia Corporation (File number 69-00443) on
February 23, 2000.
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Exhibit A2
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CATALYST VIDALIA CORPORATION
UNAUDITED 1999 FINANCIAL STATEMENTS
The above named financial statements are hereby incorporated by reference from
the Form U-3A-2 filed by Catalyst Vidalia Corporation (File number 69-00443) on
February 23, 2000.
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Exhibit A3
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CATALYST VIDALIA HOLDING CORPORATION
UNAUDITED 1999 CONSOLIDATED FINANCIAL STATEMENTS
The above named financial statements are hereby incorporated by reference from
the Form U-3A-2 filed by Catalyst Vidalia Holding Corporation (File number
69-00445) on February 23, 2000.
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Exhibit A4
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CATALYST VIDALIA HOLDING CORPORATION
UNAUDITED 1999 CONSOLIDATING FINANCIAL STATEMENTS
The above named financial statements are hereby incorporated by reference from
the Form U-3A-2 filed by Catalyst Vidalia Holding Corporation (File number
69-00445) on February 23, 2000.
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EXHIBIT A5
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CATALYST VIDALIA ACQUISITION CORPORATION
BALANCE SHEETS
(in thousands)
Unaudited
ASSETS
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<TABLE>
<CAPTION>
December 31, December 31,
1998 1999
------------ ------------
<S> <C> <C>
Cash and cash equivalents $ - $ 1,462
Prepaid expenses and other assets - 5
Furniture and fixtures, net - 50
Note receivable - 131
Investment in Catalyst Vidalia Holding Corporation 111,732 112,290
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Total assets $ 111,732 $ 113,938
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Liabilities:
Accounts payable and accrued expenses - 251
Intercompany payable to The Catalyst Group, Inc. - 500
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Total liabilities - 751
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Stockholder's equity:
Common stock - -
Additional paid-in capital 111,732 113,713
Retained earnings - (526)
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Total stockholder's equity 111,732 113,187
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Total liabilities and stockholders equity $ 111,732 $ 113,938
========= =========
</TABLE>
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EXHIBIT A5
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CATALYST VIDALIA ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(in thousands)
Unaudited
Revenues:
Management fees $ 215
Investment income 77
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292
Expenses:
General and administrative 818
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Net loss $ (526)
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The Catalyst Group, Inc.
Organization as of December 31, 1998
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<TABLE>
<CAPTION>
State of
Name Incorporation Location of Business Nature of Business
- ---- ------------- -------------------- ------------------
<S> <C> <C> <C>
Ronald W. Cantwell N/A N/A 100% ownership of The Catalyst
(Individual) Group, Inc.
The Catalyst Group, Inc. Louisiana Vidalia, LA 100% ownership of Catalyst Vidalia
Acquisition Corporation.
Catalyst Vidalia Acquisition Louisiana Vidalia, LA 100% ownership of Catalyst Vidalia
Corporation ("CVAC") Holding Corporation and the sole
member of Century Power,LLC.
Century Power, LLC Louisiana Edison, NJ Owns 100% of the CVHC Participating
Preferred Stock
Catalyst Vidalia Holding Louisiana Vidalia, LA 100% ownership of Catalyst Vidalia
Corporation ("CVHC") Corporation.
Catalyst Vidalia Corporation Louisiana Lettsworth, LA General Partner of Catalyst Old
River Hydroelectric Limited
Partnership with 50% interest in
and 100% voting interest in such
partnership. See expanded response
to question 2.
Catalyst Old River Hydroelectric A Louisiana Limited Lettsworth, LA Lessee of a 192-Megawatt
Limited Partnership Partnership hydroelectric facility in Concordia
Parish, Louisiana. See expanded
response to question 2.
Catalyst Construction Corporation Delaware Collinsville, CT Inactive, owned 100% by CVAC
of Connecticut
Catalyst Energy Construction Delaware Collinsville, CT Inactive, owned 100% by CVAC
Corporation
Catalyst Waste-to-Energy Corporation Delaware -- Inactive, owned 100% by CVAC
Obermeyer Hydraulic Turbines Connecticut -- Inactive, owned 100% by CVAC
Catalyst Energy Systems Corporation Delaware -- Inactive, owned 100% by CVAC
</TABLE>
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,462
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 136
<PP&E> 66
<DEPRECIATION> (16)
<TOTAL-ASSETS> 113,938
<CURRENT-LIABILITIES> 251
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 113,187
<TOTAL-LIABILITY-AND-EQUITY> 113,938
<SALES> 0
<TOTAL-REVENUES> 292
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 818
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (526)
<INCOME-TAX> 0
<INCOME-CONTINUING> (526)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (526)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
