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
CHILQUINTA ENERGIA S.A.
(Name of Foreign Utility Company)
by
SEMPRA ENERGY
(Name of Filing Company)
The Commission is requested to mail copies of all communications
relating to this Notification to:
John R. Light
Executive Vice President and General Counsel
Sempra Energy
101 Ash Street
San Diego, California 92101
NOTIFICATION
Sempra Energy ("Sempra"), 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 both Southern California Gas Company ("SoCalGas"), a
"public utility company" as that term is defined in the Holding
Company Act, and San Diego Gas & Electric Company ("SDG&E"), also 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 CHILQUINTA ENERGIA S.A., a
Chilean corporation ("Chilquinta Energia"), for the purpose of
notifying the Commission that Chilquinta Energia is, and hereby
claims status as, a "foreign utility company" ("FUCO") within the
meaning of Section 33 of the Holding Company Act.
Sempra Energy International Chile Holdings I B.V., a Netherlands
company which is an indirect subsidiary of Sempra Energy, and PSEG
Chilean Equity Ltd, a Cayman company which is an indirect
subsidiary of PSEG Americas Inc., each have a 50% ownership
interest in Inversiones Sempra-PSEG Chile S.A. ("Inversiones"). On
April 16, 1999, Inversiones entered into a Stock Purchase
Agreement, pursuant to which it agreed to purchase from Chilquinta
S.A., a Chilean corporation ("Seller"), 90.23% of the outstanding
common stock in Chilquinta Energia. The purchases contemplated in
the Stock Purchase Agreement are expected to be consummated on or
about June 9, 1999. Pursuant to the Stock Purchase Agreement,
Inversiones is obligated to make a tender offer for the remaining
shares of Chilquinta Energia.
Chilquinta Energia indirectly owns 100% of Energas S.A. (a Chilean
company), indirectly holds an approximate 37% controlling interest
in Luz Del Sur S.A.A. (a Peruvian company), and indirectly holds an
approximate 32% interest in Central Puerto S.A. (an Argentine
company). Chilquinta Energia, either directly or through its
subsidiaries and affiliates, holds various licenses from each of
the respective Chilean, Argentine and Peruvian Governments, to
distribute electricity and/or natural gas throughout various
regions in each respective country.
Neither Chilquinta Energia nor any of its subsidiary companies owns
or derives 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 neither
Chilquinta Energia nor any of its subsidiary companies is a
public-utility company operating in the United States of America as
such terms are defined in the Holding Company Act.
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ITEM I
Name and business address of the entity claiming FUCO status:
CHILQUINTA ENERGIA S.A.
General Cruz No 222
Valparaiso, Chile
Description of the facilities used for the generation, transmission
and distribution of electric energy for sale
Chilquinta Energia -- Chilquinta Energia derives its income from
the generation, transmission and distribution of electric energy
for sale to industrial, commercial and residential customers,
either directly or through its holdings in Luz del Sur, Central
Puerto and Energas, in Chile, Peru and Argentina.
Chilquinta Energia directly distributes electricity to
approximately 405,000 customers in central Chile, north and west of
the capital, Santiago. Chilquinta Energia's distributed energy
sales in Chile's Quinta Region ("Region V") totaled approximately
1,362 gigawatt hours ("GWh") in 1998. Chilquinta Energia
facilities include approximately 468.6 kilometers of electrical
transmission and distribution lines.
Luz del Sur -- Luz del Sur S.A.A. ("Luz del Sur") is a Peruvian
company which distributes electricity to customers in the southern
zone of metropolitan Lima, Peru, and the surrounding areas.
Pursuant to its license, Luz del Sur serves an area equivalent to
3,000 square kilometers and serves approximately 690,000 customers.
Luz del Sur's 1998 energy sales totaled approximately 3,329 GWh.
Central Puerto -- Central Puerto S.A. ("Central Puerto"), an
Argentine company, is a thermal electricity generator in the
Republic of Argentina, with approximately 2,100 megawatts ("MW") of
capacity. Central Puerto owns and operates two central generators
located in Buenos Aires and a third generator located at Loma de la
Lata, in the Province of Neuquen, in the Republic of Argentina.
Description of the facilities used for the distribution at retail
of natural or manufactured gas
Energas -- Energas S.A. ("Energas"), is a Chilean company engaged
in the distribution at retail of natural or manufactured gas to
industrial, commercial and residential customers within Region
3
V, in central Chile. Energas began delivery to customers in
central Chile in May 1998 and plans to reach more than 50,000
customers by its fifth year of operation.
Energas' facilities used for the distribution at retail of natural
or manufactured gas include transportation and distribution lines,
meters, pumps, valves and pressure and flow controllers.
Ownership of Voting Securities
Chilquinta Energia -- Upon giving effect to the purchases
contemplated by the Stock Purchase Agreement, 90.23% of the common
stock of Chilquinta Energia will be owned by Inversiones.
Inversiones has agreed to offer the same price per share to the
remaining 9.77% of shareholders for a limited time. In the event
that the tender offer is fully subscribed, Inversiones will hold
100% of the voting stock of Chilquinta Energia.
Chilquinta Energia indirectly owns voting securities, as such term
is defined in the Holding Company Act, totaling approximately 37%,
of Luz del Sur; approximately 32% of the voting securities of
Central Puerto; and approximately 100% of the voting securities of
Energas.
ITEM 2
Domestic Associate Public-Utility Companies
Upon giving effect to the purchase contemplated in the Stock
Purchase Agreement, SoCalGas, SDG&E and Public Service Electric and
Gas Company ("PSE&G") will be the only domestic associate public-
utility companies, as such terms are defined in Sec. 2 of the Holding
Company Act, of Chilquinta Energia. SoCalGas and SDG&E are
subsidiaries of Sempra Energy. SoCalGas and SDG&E will pay no
portion of the purchase price for Sempra Energy's interest in, and
will themselves have no interest in, Chilquinta Energia. PSE&G is a
direct subsidiary of Public Service Enterprise Group Incorporated
("PSEG"), a publicly-held holding company, exempt by rule under
Section 3(a)(1) of PUHCA. PSE&G will pay no portion of the
purchase price for its affiliate's interest in, and will itself
have no interest in, Chilquinta Energia. PSEG is filing
simultaneously herewith a separate Form U-57 on behalf of
Chilquinta Energia.
STATE COMMISSION CERTIFICATION
The certifications of the California Public Utilities Commission
(the only state commission with jurisdiction over the retail rates
of SoCalGas and SDG&E) required by Section 33(a)(2) of the Holding
Company Act have been filed as to SoCalGas and SDG&E as exhibits to
the Form U-57
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filed on August 1, 1997 on behalf of Distribuidora de Gas Natural
de Mexicali, S. de R.L. de C.V. by Enova Corporation and Pacific
Enterprises (subsidiaries of Sempra Energy).
The undersigned company has duly caused this statement to be signed
on its behalf by the undersigned officer thereunto duly authorized.
SEMPRA ENERGY
By: /s/ John R. Light
-----------------------------------
John R. Light
Executive Vice President
and General Counsel
Sempra Energy
June 8, 1999
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