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
DHOFAR POWER COMPANY SAOC
(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 Dhofar Power Company SAOC(1)
("DPC"), a distribution and transmission company for the purpose of notifying
the Commission that DPC is, and hereby claims status as, a "foreign utility
company" ("FUCO") within the meaning of Section 33 of the Holding Company Act.
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(1) 81% of DPC is owned by Salalah Holdings Ltd., a Bermuda Company, a wholly
owned indirect subsidiary of Public Service Enterprise Group Incorporated
("PSEG") an exempt public utility holding company. The remaining 19% of DPC is
owned as follows: by Muscat Overseas Co. L.L.C. (4.5%), by Dhofar International
Development & Investment Holding Company (S.A.O.G.) (3.7%), by Malatan Trading &
Contracting L.L.C. (3.4%), by Royal Oman Police Pensions Fund L.L.C. (3.2%), by
Oman & Emirates Investment Holding Company S.A.O.G. (1.6%), by Assarain
Enterprise L.L.C. (1.6%), and by Silver Circle Establishment (1%).
Pursuant to a Concession Agreement with the Ministry of Electricity and Water of
the Government of the Sultanate of Oman, DPC will transmit and distribute
electricity in the Governate of Dhofar, Sultanate of Oman, for a term of 20
years.
DPC 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 DPC 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:
Dhofar Power Company SAOC
P.O. Box 2609, PC 211
Salalah
Sultanate of Oman
Description of the Facilities Used for the Generation, Transmission and
Distribution of Electric Energy for Sale
Dhofar Power Company SAOC ("DPC") distributes electricity in the Dhofar region
of the Sultanate of Oman. DPC has an approximate customer base of 36,000 and
approximate monthly energy sales of 105,684 megawatt hours ("MWh").
Ownership of Voting Securities:
81% of the stock of DPC is owned by Salalah Power Holdings Ltd, a wholly owned
indirect subsidiary of PSEG.
ITEM 2
Domestic Associate Public-Utility Companies
PSE&G, a wholly owed subsidiary of PSEG, will be the only domestic associate
public-utility affiliate of DPC, 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, DPC.
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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
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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; and 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.
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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 DPC, 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 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 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, DPC 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/ R. Edwin Selover
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R. Edwin Selover
Senior Vice President and General Counsel
Date: June 27, 2003
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