-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oc1TjZeRvmb8iJ1wrPFaoE9PUNZfUEIsjuGsxSX2KCNt2J7dk8a1q1GczL61TMFq /4Qf5fVxVpdG9AyIJzfuBw== 0000893877-96-000303.txt : 19960916 0000893877-96-000303.hdr.sgml : 19960916 ACCESSION NUMBER: 0000893877-96-000303 CONFORMED SUBMISSION TYPE: U-57/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960913 SROS: AMEX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFICORP /OR/ CENTRAL INDEX KEY: 0000075594 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 930246090 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-57/A SEC ACT: 1935 Act SEC FILE NUMBER: 073-00043 FILM NUMBER: 96629827 BUSINESS ADDRESS: STREET 1: 700 NE MULTNOMAH STE 1600 CITY: PORTLAND STATE: OR ZIP: 97232 BUSINESS PHONE: 5037312000 FORMER COMPANY: FORMER CONFORMED NAME: PACIFICORP /ME/ DATE OF NAME CHANGE: 19890628 FORMER COMPANY: FORMER CONFORMED NAME: PC/UP&L MERGING CORP DATE OF NAME CHANGE: 19890628 U-57/A 1 FORM U-57/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-57 AMENDED AND RESTATED NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS Filed under Section 33(a) of the Public Utility Holding Company Act of 1935, as amended HAZELWOOD POWER PARTNERSHIP/ HAZELWOOD POWER HAZELWOOD POWER CORPORATION LTD/ HAZELWOOD POWER CORPORATION PTY LTD HAZELWOOD PACIFIC PTY LTD (Names of foreign utility companies) by PACIFICORP (Name of filing Company) 700 N.E. Multnomah Portland, Oregon 97232 PacifiCorp, an Oregon corporation ("PacifiCorp"), hereby files with the Securities and Exchange Commission (the "Commission"), pursuant to section 33 of the Public Utility Holding Company Act of 1935 (the "Act") and Rule 57 of the implementing regulations thereunder, 17 C.F.R. ss. 250.57 (1994), this Form U-57 for the purpose of notifying the Commission that each of the following entities is or will be a foreign utility company under the Act: Hazelwood Power Partnership and Hazelwood Power; Hazelwood Power Corporation Ltd and Hazelwood Power Corporation Pty Ltd; and Hazelwood Pacific Pty Ltd. This notification amends and restates, in its entirety, an earlier notification filed on August 1, 1996 by PacifiCorp with respect to Hazelwood Pacific Pty Ltd, Hazelwood Power Partnership and Hazelwood Power Corporation Ltd. None of the foreign utility companies identified in this Form U-57 derives or will 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 or manufactured gas for heat, light, or power) within the United States. None of the foreign utility companies identified in this Form U-57, nor any subsidiary company of any of them, is or will be a public utility operating within the United States. ITEM 1 - ------ a. Name and business address of the entities claiming foreign utility company status: HAZELWOOD POWER PARTNERSHIP/ HAZELWOOD POWER CORPORATION LTD/ HAZELWOOD POWER HAZELWOOD POWER CORPORATION PTY LTD c/o Phillips Fox c/o Phillips Fox 120 Collins Street 120 Collins Street Melbourne, Victoria 3000, Australia Melbourne, Victoria 3000, Australia HAZELWOOD PACIFIC PTY LTD c/o William E. Peressini, Treasurer PacifiCorp 700 N.E. Multnomah Portland, OR 97232 b. Description of the facilities used for the generation, transmission, and distribution of electric energy for sale: Hazelwood Power Partnership, a general partnership organized under the laws of Australia, has acquired or will acquire the assets of Hazelwood Power Corporation Ltd from the State of Victoria, Australia. Shortly after the initial closing of the acquisition transaction, Hazelwood Power Partnership will change its name to Hazelwood Power, but will remain the same entity. (Hazelwood Power Partnership and Hazelwood Power are hereinafter collectively referred to as "Hazelwood Power".) 2 Hazelwood Power has acquired or will acquire the following facilities located in Australia used for the generation, transmission, and distribution of electric energy for sale: (1) a 1600 megawatt (installed capacity) brown coal-fired generating facility, consisting of eight units, each of which is comprised of a boiler and turbine with nameplate capacity of 200 megawatts; and (2) transmission facilities necessary to interconnect the Hazelwood facility with the high-voltage transmission grid owned and operated by PowerNet Victoria, a statutory Victoria government corporation. Hazelwood Power Corporation Ltd holds various contracts and licenses related to the acquired facilities in trust for the partners of Hazelwood Power, and as trustee has certain rights to use the facilities for the generation and sale of power. Shortly after the initial closing of the acquisition transaction, Hazelwood Power Corporation Ltd will be converted to Hazelwood Power Corporation Pty Ltd, but will remain the same entity. (Hazelwood Power Corporation Ltd and Hazelwood Power Corporation Pty Ltd are hereinafter collectively referred to as "Hazelwood Corporation".) c. Persons Holding Five Percent or More of Any Class of Voting Securities of the Foreign Utility Company and Amount and Nature of the Interest: The partners in Hazelwood Power (the "Hazelwood Partners") and their ownership interests are as follows: (1) Hazelwood Pacific Pty Ltd, a company organized under the laws of Australia and an indirect wholly-owned subsidiary of PacifiCorp, holds approximately a 20 percent interest. (2) Australian Power Partners, C.V., a Netherlands limited partnership which is an indirect wholly-owned subsidiary of Destec Energy, Inc., will hold approximately a 20 percent interest. It will transfer its partnership interest to Australian Power Partners, B.V., a Netherlands company which is also an indirect wholly-owned subsidiary of Destec Energy, Inc., shortly after the initial closing of the acquisition transaction. (3) National Power Australia Investments Ltd, a direct wholly-owned subsidiary of National Power Plc, holds approximately a 52 percent interest. (4) CISL (Hazelwood) Pty Ltd, an indirect subsidiary of Commonwealth Bank of Australia, holds approximately a 6 percent interest. Hazelwood Investment Company Pty Ltd, also an indirect subsidiary of Commonwealth Bank of Australia, holds approximately a 2 percent interest. Hazelwood Power Corporation holds certain assets as described above on behalf of the Hazelwood Partners as beneficial owners. National Power Australia Investments Ltd holds 100 percent of the shares of Hazelwood Power Corporation in trust for the Hazelwood Partners as beneficial owners. The beneficial interests of each of the Hazelwood Partners in each of these trusts is equivalent to its ownership interest in Hazelwood Power. 3 Hazelwood Pacific Pty Ltd is an Australian corporation. PacifiCorp Global, Inc. and Hazelwood Holdings, Inc. hold 100 percent of the voting securities of Hazelwood Pacific Pty Ltd. PacifiCorp Global, Inc. holds 9 Ordinary Shares and 180,769 Redeemable Preference Shares and Hazelwood Holdings, Inc. holds 1 Ordinary Share and 20,085 Redeemable Preference Shares of Hazelwood Pacific Pty Ltd. PacifiCorp Global, Inc. and Hazelwood Holdings, Inc. are indirect wholly-owned subsidiaries of PacifiCorp. ITEM 2 - ------ The only domestic associate public utility company of Hazelwood Power, Hazelwood Power Corporation or Hazelwood Pacific Pty Ltd is PacifiCorp. PacifiCorp is not owned by a holding company. PacifiCorp holds an indirect ownership interest in Hazelwood Power and Hazelwood Power Corporation through Hazelwood Pacific Pty Ltd, an indirect wholly-owned subsidiary of PacifiCorp. No part of Hazelwood Pacific Pty Ltd's investment in Hazelwood Power or Hazelwood Power Corporation was paid by PacifiCorp. EXHIBIT A - --------- State certifications required under section 33(a)(2) of the Act have been filed with the Commission by the California Public Utilities Commission, the Idaho Public Utilities Commission, the Public Utility Commission of Oregon, the Montana Public Service Commission, the Public Service Commission of Utah, the Washington Utilities and Transportation Commission, and the Wyoming Public Service Commission. These state certifications are incorporated by reference. NOTICES Communications regarding this Form U-57 should be directed to: William E. Peressini, Treasurer James F. Fell PacifiCorp Stoel Rives LLP 700 N.E. Multnomah 900 S.W. Fifth Ave., Suite 2300 Portland, OR 97232 Portland, OR 97204 (503) 731-2044 (503) 294-2343 4 SIGNATURE The undersigned company has duly caused this statement to be signed on its behalf by the undesigned officer thereunto duly authorized. PACIFICORP By: WILLIAM E. PERESSINI ------------------------------- William E. Peressini Treasurer Dated: September 12, 1996 5 -----END PRIVACY-ENHANCED MESSAGE-----