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
Hidroelectrica Piedra del Aguila
by
THE AES CORPORATION
1001 North 19th Street
Arlington, VA 22209
The AES Corporation ("AES"), a Delaware corporation and a public
utility holding company exempt from registration under Section 3(a)(5) of
the Public Utility Holding Company Act of 1935, as amended (the "Act"),
hereby files with the Securities and Exchange Commission (the "Commission")
this Form U-57/A under Section 33 of the Act on behalf of Hidroelectrica
Piedra del Aguila ("HPDA") for the purpose of notifying the Commission that
HPDA is a "foreign utility company" ("FUCO") within the meaning of Section
33 of the Act. This Form U-57/A amends and restates in its entirety the
Form U-57/A that AES filed on behalf of HPDA on January 5, 2001.
HPDA does not derive and will not 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 or
manufactured gas for heat, light or power, within the United States.
Neither HPDA nor any of its subsidiary companies is or will be a public
utility operating within the United States.
ITEM 1
Name and Business Address:
HPDA
Avenida Tomas A. Edison 2151
(1104) Buenos Aires
Argentina
Description of Facilities:
HPDA operates Piedra del Aguila hydroelectric plant, with a
capacity of 1,400 megawatts, located in the Comahue area on the river
Limay, on the limit of the provinces of Neuquen and Rio Negro in Argentina.
Ownership:
Gener S.A.'s 50% owned subsidiary Hidroneuquen owns 61% of HPDA.
Gener S.A. owns indirectly through Hidroneuquen 30.05% of HPDA. AES owns
indirectly through Gener S.A. and Hidroneuquen, approximately 29.41% of
HPDA. Estado Nacional owns 26% and Estado Provincial (Neuquen) owns 13% of
HPDA. IRHE Holdings owns indirectly through Hidroneuquen 5.42%, Emerging
Markets Growth Fund owns indirectly through Hidroneuquen 5.42 percent, and
Hidroinversiones Argentina owns indirectly through Hidroneuquen 11.21% of
HPDA.
ITEM 2
The domestic associate public utility companies of HPDA are
Central Illinois Light Company ("CILCO") and Indianapolis Power & Light
Company ("IPL"), each of which are indirect wholly-owned subsidiaries of
AES.
Neither CILCO nor IPL has made any investment in, nor has any
contractual relationship with, HPDA, nor are any such investments or
contractual relationships contemplated.
The certification of the Illinois Commerce Commission, as
required under Section 33(a)(2) of the Act, is attached hereto as Exhibit
A. The certification of the Indiana Utility Regulatory Commission, as
required under Section 33(a)(2) of the Act, is attached hereto as Exhibit
B.
The Commission is requested to mail copies of all correspondence
relating to this Notification to:
William R. Luraschi
The AES Corporation
1001 North 19th Street
Arlington, VA 22209
William C. Weeden
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Ave. NW
Washington, D.C. 20005
[REMAINDER OF PAGE INTENTIONALLY BLANK]
The undersigned company has duly caused this statement to be
signed on its behalf by the undersigned officer thereunto duly authorized.
THE AES CORPORATION
By: /s/ Paul T. Hanrahan
--------------------------
Name: Paul T. Hanrahan
Title: Senior Vice President
Date: July 2, 2001
Exhibit A
---------
[Illinois Commerce Commission Letterhead]
March 10, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are writing to you with respect to Central Illinois Light
Company ("CILCO") and its parent, CILCORP Inc., and the pending merger
transaction involving CILCORP Inc. and The AES Corporation.
We have been advised that The AES Corporation, through its
subsidiaries (other than CILCORP Inc. or subsidiaries of CILCORP Inc.),
affiliates, or through other entities, currently holds, and intends to
continue to hold and acquire, ownership interest in electric and natural
gas facilities in one or more foreign countries. We submit this letter
pursuant to the requirements of Section 33(a)(2) of the Public Utility
Holding Company Act of 1935, as amended (the "Act").
A 1997 Illinois law implemented changes to historical utility
regulation. The law required all regulated electric utilities to reduce
their rates to residential consumers in 1998 and, subject to certain
specified exceptions, froze such electric rates until 2005. While neither
the utilities nor the Illinois Commerce Commission ("Commission") can
change bundled electric rates until 2005, the Commission retains
jurisdiction to set rates for unbundled delivery service. In addition,
electric utilities are subject to other statutory provisions that require a
sharing of revenues with consumers if the utility earns more than certain
specified thresholds. However, the restructuring legislation gave electric
utilities great flexibility in writing down assets and accelerating
depreciation, so utilities may be able to avoid triggering the over-earning
threshold. Also, the legislation removed Commission authority over the
sale, lease or other transfer of assets to affiliated or unaffiliated
entities until January 1, 2005. Also, the Commission has jurisdiction over
electric and gas delivery system reliability. However, the Commission
cannot order a utility to construct additional generation. Finally, while
the Commission's authority to approve or disapprove some merger and
reorganization transactions has been suspended until 2005, regulated
utilities are required to provide the Commission with a 30-day advanced
notice of any proposed transaction, with supporting documentation, and to
file certain reports thereafter.
Securities and Exchange Commission
March 10, 1999
Page 2
The Illinois Commerce Commission hereby certifies to you that we
have the authority and resources to protect Illinois consumers in
accordance with the Illinois statutes discussed in the previous paragraph.
We intend to exercise such authority.
Sincerely,
Illinois Commerce Commission
/s/ Richard L. Mathias
Richard L. Mathias
Chairman
cc: Mr. Edward J. Griffin, DeFrees & Fiske
Mr. Robert W. Wason, Security and Exchange Commission
Exhibit B
---------
[LETTERHEAD OF THE INDIANA UTILITY REGULATORY COMMISSION]
September 28, 2000
Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Dear Mr. Katz:
We are writing with respect to Indianapolis Power & Light
Company, its parent, IPALCO Enterprises, Inc. and The AES Corporation.
We have been advised that The AES Corporation, through its
subsidiaries (other than IPALCO Enterprises, Inc. and its subsidiaries),
affiliates, or through other entities, currently holds, and intends to
continue to hold and acquire ownership interests in electric and natural
gas facilities in one or more foreign countries. We submit this letter
pursuant to the requirements of Section 33(a)(2) of the Public Utility
Holding Company Act of 1935, as amended.
The Indiana Utility Regulatory Commission hereby certifies to you
that it has the authority and resources to protect ratepayers subject to
its jurisdiction and that it intends to exercise that authority.
Sincerely,
/s/ William D. McCarty
William D. McCarty
Chairman