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
Kalayaan Power Management Corporation, a Philippines Corporation
_______________________________
(Name of foreign utility company)
by
EDISON MISSION ENERGY
________________________
(Name of filing company)
18101 Von Karman Avenue
Suite 1700
Irvine, California 92612-1046
Item 1
Name and business address of the entity claiming foreign utility company
status
Kalayaan Power Management Corporation, a Philippines Corporation
NPC Compound
Kalayaan, Province of Laguna
Philippines
Description of the facilities used for the generation, transmission, or
distribution of electric energy for sale
CBK Power Company Limited ("CBK") is rehabilitating and upgrading four
hydroelectric power plant projects in the province of Laguna, Republic of
the Philippines. Under the terms of a management and technical services
contract between CBK and Kalayaan Power Management Corporation ("Kalayaan
PMC"), Kalayaan PMC is to provide operation and services for this project.
When this project is completed, the total installed capacity of these four
hydroelectric facilities will increase from 367.8 MW to approximately 728 MW,
as follows: (1) the Kalayaan I facility, a pumped storage facility with
two turbine pump units will be upgraded such that both will be 168 MW, for a
total of 336 MW; (2) the Kalayaan II facility, another pumped storage
facility, will be constructed to consist of two pump units of 174.3 MW each,
for a total of 348.6 MW; (3) the Caliraya hydroelectric facility, will be
upgraded to divert water into two 11.3 MW units, for a total of 22.6 MW; and
(4) the Botocan facility will be upgraded to divert water into two 10 MW
units, for a total of 20 MW. Each power plant will include auxiliary
equipment and interconnecting transmission facilities.
Ownership of the Company
Edison Mission Operation and Maintenance Services B.V., ("EM O&M") a
Netherlands Limited Liability Company, will hold a 50 percent interest in
Kalayaan PMC. EM O&M is an indirect wholly-owned subsidiary of Edison
Mission Energy ("EME"). The other 50 percent of Kalayaan PMC will be owned
by a wholly-owned subsidiary of Industrias Metalurgicas Pescarmona S.A.
("Industrias"). Industrias is a foreign corporation not affliated with EME.
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 Kalayaan PMC. Edison itself has
no interest in Kalayaan PMC. 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.
EME, which holds indirect interests in Kalayaan PMC as set forth above, is
wholly-owned by the Mission Group, which is wholly-owned by Edison
International.
Exibit A
Documents incorporated by reference
Edison is the only associate company or affiliate of Kalayaan PMC 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
company1 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 SCE corp) 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).2 In
formulating these conditions, the PUC recognized the primary importance of
insulating Edison's ratepayers from the effect of diversification:3 "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, Kalayaan PMC 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/
Raymond W. Vickers
Senior Vice President and General Counsel
Edison Mission Energy
18101 Von Karman Avenue, Suite 1700
Irvine, California 92612-1046
October 19, 2000
1 The Act provides an exception in the case of public utilities that are
associate companies or affiliates of registered holding companies.
2 A copy of the PUC's order was submitted to the Commission as an exhibit to
the notice under section 33 filed on November 9, 1992, with regard to Loy
Yang B Joint Venture and Mission Energy Management Australia Pty Ltd.
3 In comments submitted to the Commission in File No. 70-7959, dated
May 19, 1992, the PUC confirmed that under the terms of its diversification
order, "any investment or diversification by SCEcorp into any business other
than the regulated utility services that SCEcorp provides through Edison" is
considered a "nonutility" or diversified activity.
