-----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, HRpVCT67O53mA8nT7FPky6GSrFcM340QLc35ONVKwlwh34dwljLqMbGiY9vz06m9 aTJSiBD1dJ2lT3jmUr3afw== 0000930835-97-000012.txt : 19970430 0000930835-97-000012.hdr.sgml : 19970430 ACCESSION NUMBER: 0000930835-97-000012 CONFORMED SUBMISSION TYPE: U-57 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970429 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDISON MISSION ENERGY CENTRAL INDEX KEY: 0000930835 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 954031807 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-57 SEC ACT: 1935 Act SEC FILE NUMBER: 073-00047 FILM NUMBER: 97589068 BUSINESS ADDRESS: STREET 1: 18101 VON KARMAN AVE STREET 2: STE 1700 CITY: IRVINE STATE: CA ZIP: 92715 BUSINESS PHONE: 7147525588 MAIL ADDRESS: STREET 1: 18101 VON KARMAN AVE STREET 2: STE 1700 CITY: IRVINE STATE: CA ZIP: 92715 FORMER COMPANY: FORMER CONFORMED NAME: MISSION ENERGY CO DATE OF NAME CHANGE: 19941003 U-57 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 LOY YANG B JOINT VENTURE __________________________________ (Name of foreign utility company) EDISON MISSION ENERGY __________________________________ (Name of filing company) 18101 Von Karman Avenue Suite 1700 Irvine, California 92612-1046 Notification Edison Mission Energy ("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 Loy Yang B Joint Venture ("Venture"), an unincorporated joint venture organized under the laws of Australia, is a foreign utility company ("FUCO") in which Mission intends to increase its voting security interests. Mission first filed notice of Venture's FUCO status, and that of Mission Energy Management Australia Pty Ltd, on November 9, 1992. That notice was amended by filing dated December 21, 1992. Both of these filings were made prior to the Commission's adoption of Rule 57. This filing is intended to amend Mission's previous FUCO filings as to Venture by replacing them in their entirety, but for Exhibit A to the notice of November 9, 1992, which is a copy of Southern California Edison Company, 90 PUR4th 45 (Cal. PUC 1988). The previous filings remain in effect as to Edison Mission Operation and Maintenance Loy Yang Pty Ltd. (formerly Mission Energy Management Australia Pty Ltd.), the operator of Venture's facilities. Venture 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 Venture nor any subsidiary company of Venture is a public utility company operating in the United States. Item 1 Name and business address of the entity claiming foreign utility company status Loy Yang B Joint Venture Barton's Lane Traralgon VIC 3844 Australia Description of the facilities used for the generation, transmission, or distribution of electric energy for sale Venture's facilities used for the generation, transmission, or distribution of electric energy for sale consist of two 500 MW coal-fired units and associated interconnection equipment connecting the generating units with the state grid of Victoria. The facilities are located near Melbourne. Ownership of the Company Venture has one class of voting securities authorized, consisting of ordinary stock. Mission currently holds 51 percent of such voting securities, indirectly through various wholly-owned subsidiaries and partnerships. On or about May 8, Mission will acquire the remaining 49 percent interest in Venture from a wholly-owned subsidiary of the State Electricity Commission of Victoria, Australia. 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 Mission. Edison, which itself has no interest in Venture, 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. Venture will be an indirect, wholly-owned subsidiary company of Edison International, as follows: Venture will be comprised of Latrobe Power Partnership ("Latrobe") (with a 51 percent interest) and Gippsiano Power Pty Ltd (with a 49 percent interest). The partners of Latrobe are Mission Victoria Partnership (99 percent) and Edison Mission Energy Australia Limited ("EMEA") (1 percent). The partners of Mission Victoria Partnership are: Latrobe Power Pty ("LPP") (52.31 percent), Traralgon Power Pty ("TPP") (46.69 percent), and Mission Energy Ventures Australia Pty Ltd ("MEVA") (1 percent). EMEA is wholly owned by Edison Mission Energy Holdings Pty Ltd, which is wholly owned by Loy Yang Holdings Pty Ltd ("Loy Yang Holdings"), which is wholly owned by MEC International B.V. ("MECI"). LPP and TPP are each owned by Loy Yang Holdings (1 percent) and MECI (99 percent). MEVA is wholly owned by Loy Yang Holdings. MECI is wholly owned by Mission Energy Holdings International, Inc., which is wholly owned by Mission. Mission is wholly owned by The Mission Group, which is wholly owned by Edison International. Gippsiano Power Pty Ltd is wholly owned by Mission Energy Development Australia Pty Ltd, which is wholly owned by EME Victoria Generation Ltd, which is wholly owned by EME Generation Holdings Ltd, which is wholly owned by Mission Hydro Limited Partnership (UK). The partners of Mission Hydro Limited Partnership (UK) are Mission Energy Wales Company (US) (30 percent), MEC Wales BV (NL) (69 percent), and Mission Hydro (UK) Ltd (1 percent). Mission Energy Wales Company (US) is wholly owned by Mission. Mission Hydro (UK) Ltd is wholly owned by Mission Energy UK Ltd, which is wholly owned by MECI. MEC Wales BV (NL) is wholly owned by MECI. EXHIBIT A Documents incorporated by reference Edison is the only associate company or affiliate of Venture that is a public utility company. 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 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 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). In formulating these conditions, the PUC recognized the primary importance of insulating Edison'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 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, Venture 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/ Richard Lehfeldt Richard Lehfeldt Assistant General Counsel and Vice President Edison Mission Energy 18101 Von Karman Avenue, Suite 1700 Irvine, California 92612-1046 April 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----