<PAGE> 1
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
Eastern Energy Ltd.
452 Flinders Street
Level 17
MELBOURNE VIC 3000 AUSTRALIA
---------------------------------
(Name of foreign utility company)
Texas Utilities Company
------------------------------------------
(Name of filing company if filed on behalf
of a foreign utility company)
This Commission is requested to mail copies of all communications relating to
this Notification to:
Robert A. Wooldridge
Worsham, Forsythe & Wooldridge, L.L.P.
Energy Plaza
1601 Bryan, 30th Floor
Dallas, Texas 75201
November 20, 1995
<PAGE> 2
Texas Utilities Company (the "Company"), a Texas corporation and an
exempt holding company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), acting on behalf of Eastern Energy Ltd. ("Eastern
Energy"), a corporation organized under the laws of Australia, hereby notifies
the Securities and Exchange Commission (the "Commission") that Eastern Energy
is, and on behalf of Eastern Energy claims status for Eastern Energy as, a
foreign utility company ("FUCO") within the meaning of Section 33 of the Act.
ITEM 1. STATE THE NAME OF THE ENTITY CLAIMING FOREIGN UTILITY COMPANY STATUS,
ITS BUSINESS ADDRESS, AND A DESCRIPTION OF THE FACILITIES USED FOR THE
GENERATION, TRANSMISSION AND DISTRIBUTION OF ELECTRIC ENERGY FOR SALE OR FOR
THE DISTRIBUTION AT RETAIL OF NATURAL OR MANUFACTURED GAS. TO THE EXTENT
KNOWN, IDENTIFY EACH PERSON THAT HOLDS FIVE PERCENT (5%) OR MORE OF ANY CLASS
OF VOTING SECURITIES OF THE FOREIGN UTILITY COMPANY AND DESCRIBE THE AMOUNT AND
NATURE OF THE INTEREST.
The name of the entity claiming foreign utility status is Eastern
Energy Ltd., an Australian corporation, the business address of which
is 452 Flinders Street, Level 17, MELBOURNE VIC 3000 AUSTRALIA.
Eastern Energy distributes electricity to approximately 470,000
customers in the eastern half of the State of Victoria in southeastern
Australia. Set forth below is a description of the facilities owned
and/or used by Eastern Energy for the generation, transmission, and
distribution of electric energy for sale:
Eastern Energy's distribution assets are spread over approximately
80,000 square kilometers and along 25,600 kilometers of line on
approximately 311,600 poles. Over 470,000 customers are served from
approximately 45,900 transformer installations. Eastern Energy also
owns and operates 2,000 kilometers of 66 kV sub-transmission circuit
and approximately 45 zone substations with transformer sub-
transmission voltage of 66 kV to distribution voltage of 22 kV.
Transmission voltage circuitry in Eastern Energy's service area is
owned by the State of Victoria. Eastern Energy does not own any
generation facilities.
As of the date of this notification, 100% of the voting stock of
Eastern Energy will be owned by Texas Utilities Australia Pty. Ltd.,
an Australian company ("TU Australia") and a wholly-owned subsidiary
of the Company.
ITEM 2. STATE THE NAME OF ANY DOMESTIC ASSOCIATE PUBLIC-UTILITY COMPANY AND,
IF APPLICABLE, ITS HOLDING COMPANY, AND A DESCRIPTION OF THE RELATIONSHIP
BETWEEN THE FOREIGN UTILITY COMPANY AND SUCH COMPANY, AND THE PURCHASE PRICE
PAID BY ANY SUCH DOMESTIC ASSOCIATE PUBLIC-UTILITY COMPANY FOR ITS INTEREST IN
THE FOREIGN UTILITY COMPANY.
The names of the domestic associate public-utility companies are Texas
Utilities Electric Company ("TU Electric") and Southwestern Electric
Service Company ("SESCO"). The Company will own all of the
outstanding voting stock of TU Australia, and the only relationship
between TU Electric, SESCO, and TU Australia is that their holding
company is the Company. SESCO will not pay any portion of the
purchase price. With respect to TU Electric and SESCO, the Company
owns all
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR EASTERN ENERGY, LTD. - PAGE 2
<PAGE> 3
the outstanding voting stock of both companies. At the date of
acquisition, the sole asset of TU Australia will be its investment in
Eastern Energy. No portion of the purchase price for Eastern Energy
will be paid by TU Electric.
EXHIBIT A. IF APPLICABLE, THE STATE CERTIFICATION(S) REQUIRED UNDER SECTION
33(A)(2) OF THE ACT. CERTIFICATION(S) PREVIOUSLY FILED WITH THE COMMISSION MAY
BE INCORPORATED BY REFERENCE. IF THE CERTIFICATION(S) IS NOT AVAILABLE AT THE
TIME OF FILING THE FORM U-57, SO STATE, AND UNDERTAKE TO FILE SUCH
CERTIFICATION AS AN AMENDMENT WHEN AVAILABLE; HOWEVER, FOREIGN UTILITY COMPANY
STATUS WILL NOT BE DEEMED OBTAINED UNTIL ALL REQUIRED CERTIFICATION(S) HAVE
BEEN FILED.
The Public Utility Commission of Texas certification letter dated
October 13, 1995, and filed with the Commission on or about October
19, 1995, is incorporated herein by reference. A true and correct
copy is attached hereto as Exhibit A.
SIGNATURE
The undersigned company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.
TEXAS UTILITIES COMPANY
By: /s/ Peter B. Tinkham
Peter B. Tinkham
Secretary/Assistant Treasurer
Date: November 20, 1995
NOTIFICATION OF FOREIGN UTILITY
COMPANY STATUS FOR EASTERN ENERGY, LTD. - PAGE 3
<PAGE> 4
EXHIBIT A
[PUBLIC UTILITY COMMISSION OF TEXAS LETTERHEAD]
October 13, 1995
Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Mr. Katz:
Texas Utilities Electric Company (TU Electric) and Southwestern
Electric Service Company (SESCO), subsidiaries of Texas Utilities Company
(TXU), a Texas Corporation, have advised this Commission that TXU is
considering participation in the privatization of Eastern Energy Company, an
Australian public utility company (Eastern). In connection with such
activities, TU Electric and SESCO have requested that the Public Utility
Commission of Texas (the Commission) provide to you the certification
contemplated in Section 33(a)(2) of the Public Utility Holding Company Act of
1935 (15 U.S.C. 79 et. seq.), which section was added to that Act by Section 715
of the Energy Policy Act of 1992.
As the State Commission having jurisdiction over the retail electric
rates of TXU's public utility subsidiaries, TU Electric and SESCO, please be
advised that this Commission:
(i) has authority and resources to protect the ratepayers of TU
Electric and SESCO; and
(ii) intends to exercise such authority.
This certification applies only to the potential investment in Eastern
Energy.
<PAGE> 5
Mr. Jonathan G. Katz
Securities and Exchange Commission
October 13, 1995
Page 2
Sincerely,
PUBLIC UTILITY COMMISSION OF TEXAS
/s/ Pat Wood, III
Pat Wood, III, Chairman
/s/ Robert W. Gee
Robert W. Gee, Commissioner
/s/ Judy Walsh
Judy Walsh, Commissioner
cc: Office of Public Utility Regulation
Securities and Exchange Commission
