File No. __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-57/A
NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS
Filed Under Section 33(a) of the
Public Utility Holding Company Act of 1935, as amended
Electroandes S.A.
(Name of the foreign utility company)
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(Name of filing company, if filed on behalf of a foreign utility company)
Item 1
Notification
Reference is hereby made to the original notification filed with the Commission
on December 10, 2001, in which Public Service Enterprise Group Incorporated
("PSEG"), a New Jersey corporation and a holding company exempt from the Public
Utility Holding Company Act of 1935, as amended ("PUHCA"), claimed foreign
utility company status for Empresa de Electricidad de los Andes S.A., a Peruvian
company. The original notification indicated inter alia that Empresa de
Electricidad de los Andes S.A. was a "subsidiary company" of PSEG within the
meaning of PUHCA. Since that date, Empresa de Electricidad de los Andes S.A. has
merged with Inversiones Elegia S.A ("Inversiones Elegia"). Following this
merger, Inversiones Elegia, the surviving entity, changed its name to
Electroandes S.A. ("Electroandes"). Following the merger with Inversiones Elegia
and its change of name, the business activities of Empresa de Electricidad de
los Andes S.A. did not change. PSEG hereby submits this amended notification to
update the Commission regarding these changes, as described further below.
Electroandes, a Peruvian "sociedad anonima" and a FUCO, with registered address
at Avenida Canaval y Moreyra 380, Torre Siglo XXI, Piso 20, Lima 27, Peru, was
formed for the purpose of investing in Latin America and owns hydro-powered
electric generation stations in Peru.
Electroandes 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 of natural or manufactured gas for heat,
light or power within the United States of America, and
Electroandes is not a public-utility company operating in the United States of
America, as such terms are defined in the Holding Company Act.
ITEM 1
Name and Business Address of the Entity Claiming FUCO Status:
Electroandes S.A.
Avenida Canaval y Moreyra 380
Piso 20
Lima 27
Peru
Description of the Facilities Used for the Generation, Transmission and
Distribution of Electric Energy for Sale
Electroandes engages in all activities related to generation of electricity,
secondary transmission and its commercialization, according to applicable
existing regulations, and performs any other activity, whether industrial,
commercial, that may be related directly or indirectly to its main business
purpose.
Electroandes is the sixth largest electric generator in Peru and is a major
generator of hydroelectric power for Peru's mining industry. Electroandes'
hydroelectric facilities include: (i) Yaupi Hydroelectric Station, a 108
megawatt facility located in the District of Ulcumayo, Province of Junin,
Department of Junin. Yaupi is the largest of Electroandes' plants; (ii) Malpaso
Hydroelectric Station, a 54 megawatt facility located in the District of Paccha,
Province of Yauli, Department of Junin; (iii) Pachachaca Hydroelectric Station,
a 9 megawatt facility located in the District of Yauli, Province of Yauli,
Department of Junin; and, (iv) La Oroya Hydroelectric Station, a 9 megawatt
facility located in the District of La Oroya, Province of Yauli, Department of
Junin.
Ownership of Voting Securities:
Electroandes is 20.39% owned by PSEG Americas Ltd. ("PSEG Americas") and 79.60%
owned by Transamerica Energy Company ("Transamerica"). PSEG Americas is a
Bermuda limited liability company, with its principal executive offices at
Clarendon House, 2 Church Street, Hamilton, Bermuda. Transamerica is a Cayman
Islands company, with its registered office at Ugland House, South Church
Street, George Town, Grand Cayman, Cayman Islands, British West Indies. Both
PSEG Americas and Transamerica are indirect subsidiaries of PSEG.
ITEM 2
Domestic Associate Public-Utility Companies
PSE&G is Electroandes' only domestic associate public-utility company, as such
terms are defined in Section 2 of the Holding Company Act.
PSE&G is a wholly-owned direct subsidiary of PSEG, a publicly-held holding
company, exempt by rule under Section 3(a)(1) of the Holding Company Act. PSE&G
has not paid and will not pay for its affiliate's interest in, and will itself
have no interest in, Electroandes.
EXHIBIT A
State Commission Certification - New Jersey
Exhibit A has been omitted for the State of New Jersey for reasons set forth
below, since the state certification requirement with regard to the State of New
Jersey is deemed satisfied by Orders issued in 1986, prior to the enactment of
Section 33(a)(2) of the Holding Company Act, by the Board of Public Utilities of
the State of New Jersey ("BPU"), the only state commission having jurisdiction
over the retail gas and electricity rates of PSE&G. In support of such claimed
exemption from state certification, PSEG incorporates by reference the BPU Order
of January 17, 1986, entitled "Order Authorizing Transfer of Capital Stock and
Approval of Merger", as amended by the BPU and Order dated November 13, 1986,
entitled "Order Authorizing Transfer of Capital Stock and Approval of Merger"
also incorporated by reference.(2) PSEG asserts that such BPU Orders satisfy the
requirements of Section 33 (a)(2).
Section 33(a)(2) requires that 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 of an otherwise exempted foreign utility
company must certify to the Securities and Exchange Commission that it has "the
authority and resources to protect ratepayers subject to its jurisdiction and
that it intends to exercise its authority."
Section 33(a)(2) also provides that this requirement "shall be deemed satisfied"
if, prior to the enactment of Section 33(a)(2), the relevant state commission
had, "on the basis of prescribed conditions of general applicability,"
determined that the ratepayers of the 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."
PSE&G, an associate company or affiliate company of Electroandes, is a
public-utility company
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(2) PSEG has previously relied on and filed paper copies with the Commission of
such BPU Orders as satisfaction of the state certification requirement. See U-57
filings of Public Service Enterprise Group Incorporated on behalf of:
Turbogeneradores Maracay, C.A. filed with the Commission on July 31, 1995;
Empresa Distribuidora de Energia Sur, S.A., filed with the Commission on April
22, 1997; Empresa Distribuidora de Energia Norte, S.A., filed with the
Commission on April 22, 1997; Companhia Norte-Nordeste de Distribuicao de
Energia Electrica filed with the Commission on October 22, 1997; Turboven
Maracay Company filed with the Commission in October, 1998; Turboven Valencia
Company filed with the Commission on October 15, 1998; Turboven Cagua Company
filed with the Commission on October 15, 1998; Empresa Distribuidora La Plata
S.A. filed with the Commission on November 4, 1998; Chilquinta Energia S.A.
filed with the Commission on June 8, 1999; AES Parana S.C.A. filed with the
Commission on July 12, 1999, AES Parana Operations S.R.L. filed with the
Commission on July 12, 1999; Luz del Sur S.A.A. filed electronically with the
Commission on September 14, 1999; Shanghai Wei-Gang Energy Company Ltd. filed
with the Commission on May 30, 2000; Empresa Distribuidora de Electricidad de
Entre Rios S.A. , filed electronically with the Commission on December 28, 2000;
Sociedad Austral de Electricidad S.A., filed electronically with the Commission
on August 30, 2001; and Dhofar Power Company SAOC, filed electronically with the
Commission on June 27, 2003.
that, among other things, distributes electric energy and natural gas at retail
in the United States. As indicated above, the retail rates of PSE&G are
regulated by the New Jersey BPU. The BPU Orders referenced above authorize the
transfer of PSE&G's issued and outstanding shares of common stock to a new
holding company to be formed - PSEG. This Order, as amended, commonly referred
to as the Holding Company Order, was and is generally applicable to all of
PSEG's non-utility activities. The BPU (at pp. 3-6 of the January 17, 1986
Order) imposed seventeen (17) conditions generally applicable to the new holding
company and its subsidiaries.
The BPU additionally noted (at p. 9) that it can monitor PSE&G's inter-corporate
transactions with affiliates; assure that utility assets are not transferred to
unregulated affiliates and that the utility is adequately compensated for the
transfer of such assets; and assure adequate capitalization by reducing the
earnings of PSE&G until the holding company makes proper capital commitments.
Such Order stated (at p.8) the BPU's conclusion that:
"This Board has ample statutory authority to regulate all utility activities
[sic] and, if required by existing facts or circumstances, to take reasonable
and appropriate action in order to resolve regulatory problems and to protect
the public."
The BPU further stated that:
"The Board's traditional regulatory powers will provide all the enforcement that
the Board will need to assure that PSE&G's utility operation and its customers
receive first priority, and that diversification by the Holding Company does not
affect the utility or its customers. The Board's regulatory tools will be at
least as effective when applied to PSE&G as part of a holding company structure
as they would be if PSE&G were to embark on diversification through wholly-owned
subsidiaries."
The BPU concluded by finding inter alia (at p. 10) that:
"(2) The proposed conditions set out in the joint Position and Agreement
entered into by the Petitioner and Staff are reasonable and appropriate, and, in
conjunction with existing statutes, provide this Board with sufficient means and
authority by which to properly regulate utility operations;
(3) The proposed restructuring will have no adverse impact upon the rates
charged to Petitioner's ratepayers, the employees of the utility or upon PSE&G's
ability to render safe, adequate and proper service . . . ."
Accordingly, the BPU, the sole state commission with jurisdiction over the
retail rates of PSE&G determined, as set forth in the BPU Orders, on the basis
of prescribed conditions of general applicability, that the ratepayers of PSE&G
are adequately insulated from the effects of diversification and that
diversification would not impair the ability of the BPU to effectively regulate
the utility operations of PSE&G.
Conclusion
Accordingly, Electroandes satisfies 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 thereunto duly authorized.
Public Service Enterprise Group Incorporated
By: /s/ James T. Foran
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James T. Foran
Associate General Counsel
Date: October 3, 2005