SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-57/A
AMENDMENT NO. 1
TO
NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS
Filed under section 33(a) of the
Public Utility Holding Company Act of 1935, as amended
KWINANA POWER PARTNERSHIP
_______________________________
(Name of foreign utility company)
by
EDISON MISSION ENERGY
________________________
(Name of filing company)
18101 Von Karman Avenue
Suite 1700
Irvine, California 92715-1007
<PAGE>
On December 18, 1996, Edison Mission Energy ("Mission")
filed with the Securities and Exchange Commission
("Commission"), pursuant to section 33 of the Public Utility
Holding Company Act of 1935 ("Act") and Rule 57, a notice
that Kwinana Power Partnership ("KPP") intended to become a
foreign utility company. This filing was made in both
electronic and hard copy format, and Mission has been
advised by the Commission's staff that the filing was
effective as of December 18, 1997. As the result of an
error in transmission, however, only the cover page to the
electronic filing was transmitted to the Edgar system.
Consequently, this Amendment No. 1 is being filed
electronically in order to make the filing readily
accessible to the public via the Edgar system. This
Amendment No.1 contains the same information as that
provided in the December 18, 1996 filing and replaces that
filing in its entirety.
Item 1
Name and business address of the entity claiming foreign
utility company status
Kwinana Power Partnership
c/o Edison Mission Holdings Pty Ltd.
Southgate Complex
Level 20, HWT Tower
40 City Road
South Melbourne
Australia
Description of the facilities used for the generation,
transmission, or distribution of electric energy for sale
KPP's facilities used for the generation, transmission,
or distribution of electric energy for sale consist of a 116
MW gas-fired combined cycle cogeneration plant (Facility) at
the oil refinery owned and operated by BP Refinery (Kwinana)
Proprietary Limited at Kwinana near Perth, Australia, and
interconnection equipment necessary to connect the plant
with the refinery and with KPP's wholesale purchaser,
Western Power Corporation.
Ownership of the Company
The partners of KPP are MEC Perth B.V. (99%) and
Mission Energy (Kwinana) Pty Ltd. ("ME Kwinana") (1%). Both
partners are indirect wholly-owned subsidiaries of Mission,
which is an indirect wholly-owned subsidiary of Edison
International, an exempt holding company, as further
described below.
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 KPP. Edison itself has no interest in KPP.
Edison 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, pursuant to Rule 2. KPP is an indirect, wholly-owned
subsidiary company of Edison International as follows:
The partners of KPP are MEC Perth B.V. (99%) and
ME Kwinana (1%). MEC Perth B.V. is owned by MEC
International B.V. (MECI) (99%) and MBCI Holdings B.V. (1%),
a wholly-owned direct subsidiary of MECI. ME Kwinana is
wholly-owned by Edison Mission Energy Holdings Pty Ltd.,
which is another wholly-owned direct subsidiary of MECI.
MECI is wholly owned by Mission Energy Holdings
International, which is wholly-owned by Mission. Mission is
wholly-owned by The Mission Group, which is wholly-owned by
Edison International.
EXHIBIT A
Documents incorporated by reference
Edison is the only associate company or affiliate of
KPP that is subject to the regulation of its retail electric
or gas rates by a State commission. 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, KPP 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: _________________________________
Richard Lehfeldt
Assistant General Counsel and
Vice President
Edison Mission Energy
18101 Von Karman Avenue, Suite 1700
Irvine, California 92715-1007
June 27, 1997
