File No. __________
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
PSEG Poland Distribution B.V.
(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
Public Service Enterprise Group Incorporated ("PSEG"), a holding company exempt
from the Public Utility Holding Company Act of 1935, as amended (the "Holding
Company Act") pursuant to Section 3(a)(1) thereof and the corporate parent of
Public Service Electric and Gas Company ("PSE&G"), a "public-utility company" as
that term is defined in the Holding Company Act, hereby files with the
Securities and Exchange Commission ("Commission"), pursuant to Section 33 of the
Holding Company Act, this Form U-57 on behalf of PSEG Poland Distribution
B.V.(1) ("PSEG Poland"), an indirect owner of electrical generation facilities
and provider of both electricity-related and non-electricity related services,
for the purpose of notifying the Commission that PSEG Poland is, and hereby
claims status as, a "foreign utility company" ("FUCO") within the meaning of
Section 33 of the Holding Company Act.
As described further below, PSEG Poland, owns 74.63 % of the voting securities
of Elektrowina Skawina Spolka Akcyjna ("Skawina").(2) Skawina owns generation
facilities in Poland and provides additional services to its affiliates and
other third parties.
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(1) PSEG Poland is a company formed under the laws of The Netherlands. 100
percent of the voting securities, as defined in PUHCA, of PSEG Poland are owned
by PSEG Europe B.V., a wholly owned indirect subsidiary of PSEG.
(2) PSEG Poland may increase its ownership of the voting securities of Skawina.
PSEG Poland 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 PSEG Poland 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:
PSEG Poland Distribution B.V.
Weena 340
3012 NJ Rotterdam
The Netherlands
Mailing address:
Postbus 21850
3001 AW Rotterdam
The Netherlands
Description of the Facilities Used for the Generation, Transmission and
Distribution of Electric Energy for Sale
Skawina owns an electrical generation facility in Krakow, Poland with an
electrical output of approximately 590 Mwe and thermal capacity of approximately
618 MWt (the "Facility"). All of the electrical energy generated by the Facility
(except for in-plant use) will be sold at wholesale to Zak(3)ad Energetczny
Krakow, S.A, Zak(3)ad Energetczny Tarnow S.A, Beskidzka Energetyka S.A, Polish
Power Distribution Companies, ELNORD and POLSKA ENERGIA, Polish electricity
trade organizations or other wholesale purchasers. In addition, it is
anticipated that the thermal energy resulting from the generation of electricity
will be sold at wholesale to Miejskie Przedsiebiorstwo Energetyki Cieplnej S.A
in Krakow or other wholesale purchasers. In addition it is anticipated that
Skawina will be selling capacity to Polskie Sieci Elektroenergetyczne, S.A., the
Polish Power Grid Company. Sales of thermal or electrical energy made at retail,
if any, will be made to entities located within Poland and no thermal or
electrical energy will be sold to any person or entity within the United States.
Ownership of Voting Securities:
74.63% of the voting securities of Skawina are owned by PSEG Poland, a
wholly-owned indirect subsidiary of PSEG. The remaining voting securities of
Skawina are owned by The State Treasury of the Republic of Poland and the
employees of Skawina.
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ITEM 2
Domestic Associate Public-Utility Companies
PSE&G is Skawina's only domestic associate public-utility company, as such term
is 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, Skawina.
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.(3) 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."
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(3) 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.
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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 Skawina, is a public-utility
company 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 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 activites
(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 . . ."
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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, PSEG Poland 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: March 16, 2005
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