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
EcoElectrica, L.P.
_______________________________
(Name of foreign utility company)
by
EDISON MISSION ENERGY
________________________
(Name of filing company)
18101 Von Karman Avenue
Suite 1700
Irvine, California 92715-1007
<PAGE>
Edison Mission Energy (EME) hereby files with the Securities
and Exchange Commission (Commission) pursuant to section 33 of the Public
Utility Holding Company Act of 1935 (Act), this Form U-57 for the purpose
of notifying the Commission that EME has acquired a 50 percent interest in
EcoElectrica, L.P. from an indirect wholly-owned subsidiary of KENETECH
Corporation.
EcoElectrica's facilities are the same as those described in the
notification of foreign utility company status filed with the Commission by
EcoElectrica on December 15, 1997.
ITEM 1
NAME. The name of the entity for which foreign utility company status
is claimed is EcoElectrica, L.P., a Bermuda limited partnership authorized
to do business in Puerto Rico.
BUSINESS ADDRESS. EcoElectrica's business address is Plaza Scotia-
bank, Suite 902, Avenida Ponce de Leon 273, Hato Rey, Puerto Rico 00917.
DESCRIPTION OF FACILITIES. EcoElectrica will own and operate a
liquefied natural gas (LNG) marine unloading facility, two 1,000,000-barrel
LNG storage tanks, LNG vaporization equipment, an approximately 461 MW
cogeneration power plant facility with two natural gas turbines and one
steam turbine, and a desalination plant, located in Penuelas, Puerto Rico.
EcoElectrica also will own and operate: a 2.3 mile, 230 kV transmission
line connecting the power plant substation to an existing Puerto Rico
Electric Power Authority (PREPA) substation; a 1.2 mile, 24 inch diameter
natural gas accumulator pipeline; a 3.5 mile, 10 inch diameter pipeline to
supply liquified petroleum gas (LPG) to the facility, and a 1.1 mile, 6 to
8 inch diameter pipeline connecting the natural gas accumulator to PREPA's
Costa Sur Power Plant.
OWNERSHIP. EcoElectrica, Ltd., a Cayman Islands company, holds a 1
percent general partnership interest in EcoElectrica. EcoElectrica
Holdings, Ltd., a Cayman Islands company, holds a 99 percent limited
partnership interest in EcoElectrica and 100 percent of the shares of
EcoElectrica, Ltd. Each of Buenergia Gas & Power, Ltd., a Cayman Islands
company, and EME del Caribe, a Cayman Island company, owns 50 percent of
the shares of EcoElectrica Holdings, Ltd. Buenergia Gas & Power, Ltd. is
an indirect wholly-owned subsidiary of Enron Corp., and Oregon corporation
(Enron). EME del Caribe is an indirect wholly-owned subsidiary of EME,
which is an indirect wholly-owned subsidiary of Edison International, a
California corporation.
ITEM 2
DOMESTIC ASSOCIATE PUBLIC-UTILITY COMPANIES
Portland General Electric Company (PGE), a direct, wholly-owned
subsidiary of Enron, is a domestic public-utility company that is an
associate company of EcoElectrica. PGE has not made an investment in and
does not have any contractual relationship with EcoElectrica; nor is any
such investment or contractual relationship contemplated.
Southern California Edison Company (Edison), a direct, wholly-owned
subsidiary company of Edison International, is also a domestic public-
utility company that is an associate company of EcoElectrica. Edison has
not made an investment in and does not have any contractual relationship
with EcoElectrica; nor is any such investment or contractual relationship
contemplated.
EXHIBIT A
DOCUMENTS INCORPORATED BY REFERENCE
The Oregon Public Utility Commission (OPUC) is the sole State
commission with jurisdiction over the retail rates of PGE. A certificate
issued by the OPUC in accordance with section 33(a)(2) of the Act was filed
by Enron with the Commission on July 18, 1997, as an attachment to a Form
U-57 on behalf of Companhia Estadual de Gas do Rio de Janeiro and Riogas
S.A.
The California Public Utilities Commission (CPUC) 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 juris-
diction 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 CPUC in authorizing
the creation of Edison International (formerly SCEcorp) in 1988 considered
the effect of diversification on Edison. The CPUC imposed various
conditions of general applicability on the operations of the holding
company system and, based on those conditions, determined that the rate-
payers of Edison are adequately insulated from the effects of diversifica-
tion, and that diversification would not impair the CPUC's ability to
regulate effectively Edison's operations.
In approving the formation of the Edison International holding company
system, the CPUC 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 CPUC 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 activi-
ties of the holding company and its nonutility enterprises do not adversely
affect the ratepayers of the utility." Id. at 63. The CPUC 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 CPUC 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 CPUC found that "given the conditions we will re-
quire, 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, EcoElectrica 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.
EDISON MISSION ENERGY
By: /s/
Martha A. Spikes
Corporate Secretary
Edison Mission Energy
18101 Von Karman Avenue, Suite 1700
Irvine, California 92715-1007
December 16, 1999
