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
for
Empresa de Luz Fuerza de Oruro S.A.
by
Edison Capital
18101 Von Karman Avenue
Suite 1700
Irvine, CA 92715
<PAGE>
Notification
Edison Capital 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 Empresa de Luz Fuerza de Oruro S.A.
("Elfeo"), a company organized under the laws of Bolivia, is a foreign
utility company in which Edison Capital will hold indirect voting security
interests.
Elfeo 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 Elfeo nor
any subsidiary company of Elfeo 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
Empresa de Luz Fuerza de Oruro S.A.
Calle Junin No. 710
Casilla 53
Oruro, Bolivia
Description of the facilities used for the generation, transmission, or
distribution of electric energy for sale
Elfeo's facilities used for the generation, transmission, or
distribution of electric energy for sale consist primarily of substations and
distribution lines serving approximately 40,600 retail customers in the
cities of Oruro and Huaruni, the rural area to the west of Oruro, largely in
the Province of Inquisivi. Elfeo does not own generation or transmission
facilities.
Ownership of the Company
On or about June 14, 2000, Edison Capital will acquire an indirect
interest in Elfeo. At that time the major direct owners of the voting
securities of Elfeo will be Iberdrola II Investimentos LTDA (60.52%), a
Portugese utility company, and Paz Holdings Ltd. (32.9%), a holding company.
The voting securities of Paz Holdings Ltd. are held by Edison Capital
International (Bermuda) Ltd. (30.42%), Andes Energy XII Ltd. (43.22%) and
GE Capital Services Structured Finance Group, Inc. (26.36%). Andes Energy
XII Ltd. is wholly-owned by AIG-GE Capital Latin American Infrastructure
Fund L.P. , a limited partnership in which Edison Capital Latin American
Investment Bermuda Ltd. holds an indirect 7.89% interest. Edison Capital
International (Bermuda) Ltd. and Edison Capital Latin American Investment
Bermuda Ltd. are both wholly-owned indirect subsidiaries of Edison Capital.
The small minority shareholders of Elfeo are Jose Luis Munoz Alcocer
(6%), Credit Agricole Indojuez Lux (0.52%), Eduardo Lopez Arangune (0.03%),
and Javier Arneta Blanco (0.03%).
Item 2
Domestic associate public-utility company and holding company
To the knowledge of Edison Capital, Southern California Edison Company
("SCEC") is the only domestic public-utility company that is an associate
company of Elfeo. SCEC itself will have no interest in Elfeo. 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 Capital is also a direct,
wholly owned subsidiary of Edison International.
EXHIBIT A
Documents incorporated by reference
To the knowledge of Edison Capital, SCEC is the only associate company
or affiliate of Elfeo 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, Elfeo 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: ______________________________
Larry C. Mount
Senior Vice President and General Counsel
Edison Capital
18101 Von Karman Avenue, Suite 1700
Irvine, California 92715
June 12, 2000
