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
LOY YANG B JOINT VENTURE
__________________________________
(Name of foreign utility company)
EDISON MISSION ENERGY
__________________________________
(Name of filing company)
18101 Von Karman Avenue
Suite 1700
Irvine, California 92612-1046
<PAGE>
Notification
Edison Mission Energy ("Mission") hereby files with the
Securities and
Exchange Commission ("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. 102-486, and Rule 57 of
the
implementing regulations thereunder, 17 C.F.R. Section 250.57,
this notice that
Loy Yang B Joint Venture ("Venture"), an unincorporated
joint venture
organized under the laws of Australia, is a foreign utility
company ("FUCO")
in which Mission intends to increase its voting security
interests. Mission
first filed notice of Venture's FUCO status, and that of
Mission Energy
Management Australia Pty Ltd, on November 9, 1992. That
notice was
amended by filing dated December 21, 1992. Both of these
filings were
made prior to the Commission's adoption of Rule 57.
This filing is intended to amend Mission's previous
FUCO filings as to
Venture by replacing them in their entirety, but for Exhibit
A to the notice of
November 9, 1992, which is a copy of Southern California
Edison Company,
90 PUR4th 45 (Cal. PUC 1988). The previous filings remain
in effect as to
Edison Mission Operation and Maintenance Loy Yang Pty Ltd.
(formerly
Mission Energy Management Australia Pty Ltd.), the operator
of Venture's
facilities.
Venture does not own or 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 gas or
manufactured gas for
heat, light, or power) within the United States. Neither
Venture nor any
subsidiary company of Venture is a public utility company
operating in the
United States.
Item 1
Name and business address of the entity claiming foreign
utility company
status
Loy Yang B Joint Venture
Barton's Lane
Traralgon VIC 3844
Australia
Description of the facilities used for the generation,
transmission, or
distribution of electric energy for sale
Venture's facilities used for the generation,
transmission, or
distribution of electric energy for sale consist of two 500
MW coal-fired units
and associated interconnection equipment connecting the
generating units
with the state grid of Victoria. The facilities are located
near Melbourne.
Ownership of the Company
Venture has one class of voting securities authorized,
consisting of
ordinary stock. Mission currently holds 51 percent of such
voting securities,
indirectly through various wholly-owned subsidiaries and
partnerships. On or
about May 8, Mission will acquire the remaining 49 percent
interest in
Venture from a wholly-owned subsidiary of the State
Electricity Commission
of Victoria, Australia.
Item 2
Domestic associate public-utility company and holding
company
Southern California Edison Company ("Edison") is the
only domestic
public utility company that is an associate company of
Mission. Edison,
which itself has no interest in Venture, is a direct,
wholly-owned subsidiary
company of Edison International, which is a public utility
holding company
exempt from registration under section 3(a)(1) of the Act.
Venture will be an indirect, wholly-owned subsidiary
company of
Edison International, as follows: Venture will be comprised
of Latrobe Power
Partnership ("Latrobe") (with a 51 percent interest) and
Gippsiano Power Pty
Ltd (with a 49 percent interest). The partners of Latrobe
are Mission Victoria
Partnership (99 percent) and Edison Mission Energy Australia
Limited
("EMEA") (1 percent). The partners of Mission Victoria
Partnership are:
Latrobe Power Pty ("LPP") (52.31 percent), Traralgon Power
Pty ("TPP")
(46.69 percent), and Mission Energy Ventures Australia Pty
Ltd ("MEVA")
(1 percent). EMEA is wholly owned by Edison Mission Energy
Holdings Pty
Ltd, which is wholly owned by Loy Yang Holdings Pty Ltd
("Loy Yang
Holdings"), which is wholly owned by MEC International B.V.
("MECI"). LPP
and TPP are each owned by Loy Yang Holdings (1 percent) and
MECI (99
percent). MEVA is wholly owned by Loy Yang Holdings. MECI
is wholly
owned by Mission Energy Holdings International, Inc., which
is wholly owned
by Mission. Mission is wholly owned by The Mission Group,
which is wholly
owned by Edison International.
Gippsiano Power Pty Ltd is wholly owned by Mission
Energy
Development Australia Pty Ltd, which is wholly owned by EME
Victoria
Generation Ltd, which is wholly owned by EME Generation
Holdings Ltd,
which is wholly owned by Mission Hydro Limited Partnership
(UK). The
partners of Mission Hydro Limited Partnership (UK) are
Mission Energy Wales
Company (US) (30 percent), MEC Wales BV (NL) (69 percent),
and Mission
Hydro (UK) Ltd (1 percent). Mission Energy Wales Company
(US) is wholly
owned by Mission. Mission Hydro (UK) Ltd is wholly owned by
Mission
Energy UK Ltd, which is wholly owned by MECI. MEC Wales BV
(NL) is
wholly owned by MECI.
EXHIBIT A
Documents incorporated by reference
Edison is the only associate company or affiliate of
Venture that is a
public utility company. The California Public Utilities
Commission ("PUC") is
the sole State commission with jurisdiction over the retail
rates of Edison.
Section 33(a)(2) of the Act provides that an exemption
under section
33(a)(1) shall not apply or be effective unless every State
commission having
jurisdiction over the retail electric or gas rates of a
public utility company
that is an associate company or an affiliate company of a
company otherwise
exempted under section 33(a)(1) "has certified to the
Commission that it has
the authority and resources to protect ratepayers subject to
its jurisdiction
and that it intends to exercise its authority." However,
this requirement is
deemed satisfied if the State commission had, prior to the
date of enactment
of the Energy Policy Act of 1992 (October 24, 1992) "on the
basis of
prescribed conditions of general applicability, determined
that ratepayers of a
public utility company are adequately insulated from the
effects of
diversification and the diversification would not impair the
ability of the State
commission to regulate effectively the operations of such
company."
As contemplated by this provision, the PUC in
authorizing the creation
of Edison International (formerly SCEcorp) in 1988
considered the effect of
diversification on Edison. The PUC imposed various
conditions of general
applicability on the operations of the holding company
system and, based on
those conditions, determined that the ratepayers of Edison
are adequately
insulated from the effects of diversification, and that
diversification would
not impair the PUC's ability to regulate effectively
Edison's operations.
In approving the formation of the Edison International
holding company
system, the PUC imposed 15 conditions of general
applicability on Edison
and the holding company. Southern California Edison
Company, 90 PUR4th
45 (Cal. PUC 1988). In formulating these conditions, the
PUC recognized
the primary importance of insulating Edison's ratepayers
from the effect of
diversification: "The one thing we must make sure of is
that the activities
of the holding company and its nonutility enterprises do not
adversely affect
the ratepayers of the utility." Id. at 63. The PUC
concluded that the
conditions it adopted with regard to financial controls and
reporting were
"adequate to support our regulatory function" of so
insulating Edison's
ratepayers. Id. Accordingly, the PUC adopted the
conclusion of its Division
of Ratepayer Advocates that the general conditions imposed
upon the
holding company would "[e]nsure that Edison ratepayers are
insulated from
all effects of nonutility activities." Id. at 69.
Additionally, the PUC found that "given the conditions
we will require,
there should be no diminution of the Commission's ability to
regulate Edison
effectively or Edison's ability to provide reliable utility
service at reasonable
rates." Id. at 57. "The proposed reorganization is
designed to result in a
corporate structure which enhances management's ability to
take advantage
of nonutility business opportunities should they arise while
not diminishing
the Commission's ability to effectively regulate utility
operations." Id. at 68.
Accordingly, Venture meets the criteria set forth in
section 33(a) for
qualification as a "foreign utility company."
The undersigned company has duly caused this statement
to be signed
on its behalf by the undersigned officer thereunto duly
authorized.
By: /s/ Richard Lehfeldt
Richard Lehfeldt
Assistant General Counsel and Vice
President
Edison Mission Energy
18101 Von Karman Avenue, Suite 1700
Irvine, California 92612-1046
April 28, 1997
