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
Edison First Power Limited
by
Edison Mission Energy
18101 Von Karman Avenue
Suite 1700
Irvine, CA 92715
<PAGE>
Notification
Edison Mission Energy ("Edison 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 Edison First
Power Limited ("Edison First Power"), a Limited Liability Company organized
under the laws of Guernsey, The Channel Islands, is a foreign utility company
in which Edison Mission intends to acquire voting security interests.
Edison First Power will 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 Edison First
Power nor any subsidiary company of Edison First Power is a public utility
company operating in the United States.
Item 1
Name and registered branch office of the entity claiming foreign utility company
status
Edison First Power Limited
Lansdowne House
Berkeley Square
London
W1X 5DH
Description of the facilities used for the generation, transmission, or
distribution of electric energy for sale
Edison First Power's facilities used for the generation, transmission, or
distribution of electric energy for sale will consist of a 1960 MW coal fired
generating plant at Fiddler's Ferry Power Station, Warrington, Cheshire, England
and a 1994 MW coal fired generating plant at Ferry Bridge C' Power Station,
Knottingley, West Yorkshire, England and interconnection equipment connecting
the generating units with the national grid of England and Wales. Edison First
Power intends to acquire such facilities on or about July 18, 1999.
Ownership of the Company
Edison First Power Limited has 1 class of voting securities authorized,
consisting of the Guernsey equivalent of common stock. Edison Mission will hold
100 percent of such voting securities through its indirect, wholly-owned
subsidiary Maplekey UK Limited.
Item 2
Domestic associate public-utility company and holding company
Southern California Edison Company ("SCEC") is the only domestic public-
utility company that is an associate company of Edison First Power. SCEC itself
will have no interest in Edison First Power. SCEC 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. Edison Mission is wholly-owned by The Mission Group, which is a direct,
wholly owned subsidiary of Edison International.
EXHIBIT A
Documents incorporated by reference
SCEC is the only associate company or affiliate of Edison First Power 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 SCEC.
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 SCEC.
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 SCEC are adequately insulated from the effects of
diversification, and that diversification would not impair the PUC's ability
to regulate effectively SCEC's operations.
In approving the formation of the Edison International holding company
system, the PUC imposed 15 conditions of general applicability on SCEC 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 SCEC'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 SCEC'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, Edison First Power 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
Vice President and Assistant General
Counsel
Edison Mission Energy
18101 Von Karman Avenue, Suite 1700
Irvine, California 92715
July 1, 1999
