SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-57
NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS
Filed under section 33 of the
Public Utility Holding Company Act of 1935, as amended
Flinders Labuan (No. 1) Ltd
by
NRG Energy, Inc.
1221 NICOLLET MALL, SUITE 700
MINNEAPOLIS, MN 55403
NRG Energy, Inc. ("NRG"), a Delaware corporation and majority owned
subsidiary of Xcel Energy, Inc., a Minnesota corporation ("Xcel") and a
registered holding company under the Public Utility Holding Company Act of 1935
(the "Act"), hereby files with the Securities and Exchange Commission (the
"Commission") pursuant to Section 33 of the Act this Form U-57 for the purpose
of notifying the Commission that Flinders Labuan (No. 1) Ltd, a company limited
by shares organized under the laws of Labuan ("Flinders No. 1"), is a "foreign
utility company" ("FUCO") within the meaning of Section 33 of the Act.
Flinders No. 1 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 Flinders No. 1 nor any of its subsidiary companies is or will be a
public utility operating within the United States.
ITEM 1
Name and Business Address:
Flinders Labuan (No. 1) Ltd
Level 22
307 Queen Street
Brisbane, Queensland 4000
Australia
Description of Facilities:
Flinders No. 1 has formed a partnership with NRGenerating Holdings (No. 2)
GmbH, a company organized under the laws of Switzerland, and Flinders
Labuan (No.2) Ltd, a company limited by shares organized under the laws of
Labuan, to acquire interests in and operate two power stations owned by the
government of South Australia, Australia. Under the agreements, Flinders
No. 1 will receive a 25% interest in a 100-year lease of the 240-megawatt
Playford Power Station and the 520-megawatt Northern Power Station, both
located in Port Augusta, approximately 190 miles north of Adelaide, South
Australia. Flinders No. 1 also will receive a 25% interest in a lease, for
a period not to exceed 30-years, of fuel-related assets, including the
Leigh Creek coal mine 175 miles north of the power stations and a dedicated
rail line between the mine and the power stations. The partners of Flinders
No. 1 will hold the remaining lease interests in the power stations and
fuel-related assets.
In addition, Flinders No. 1 and its partners will provide gas to, and
purchase electricity from, a 190-megawatt South Australian co-generation
facility owned by Osborn Cogeneration Pty Ltd, an unrelated limited
liability company organized under the laws of Australia.
Ownership:
Flinders No. 1 is company limited by shares organized under the laws of
Labuan. Flinders No. 1 is an indirect, wholly-owned subsidiary of NRG,
which in turn is owned 82% by Xcel and 18% by the general public. Xcel is
the registered holding company formed by the recent merger of Northern
States Power Company, a Minnesota corporation ("NSP-MN") and New Century
Energies, a Delaware corporation.
ITEM 2
The domestic associate public utility companies of Flinders No. 1 are:
NSP-MN; Northern States Power Company, a Wisconsin corporation ("NSP-WI"); Black
Mountain Gas Company, a Minnesota corporation ("BMGC");1 Southwestern Public
Service, a New Mexico corporation ("SPS"); Public Service Company of Colorado, a
Colorado corporation ("PSCo"); and Cheyenne Light, Fuel and Power Company, a
Wyoming corporation ("Cheyenne") (collectively, the "Associate Companies").
No Associate Company has made an investment in, nor has any
contractual relationship with, Flinders No. 1, nor is any such investment or
contractual relationship contemplated.
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1 BMGC was formed to own and operate the natural gas and propane services
formerly operated by NSP-MN after its merger with Black Mountain Gas
Company, an Arizona corporation. The spin-down of operations from NSP-MN to
BMGC was approved by the Commission on August 16, 2000, in Holding Co. Act
Release No. 27212 and is expected to occur in the immediate future.
The Associate Companies are all subsidiaries of Xcel, a registered
holding company, and therefore the certification of state commissions is not
required under Section 33(a)(2) of the Act.
The Commission is requested to mail copies of all correspondence
relating to this Notification to:
Shaun Messer
NRG Asia-Pacific Ltd
Level 22
307 Queen Street
Brisbane, Queensland 4000
Australia
Glenn J. Berger, Esq.
W. Mason Emnett, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Ave. NW
Washington, D.C. 20005
The undersigned company has duly caused this statement to be signed on
its behalf by the undersigned officer thereunto duly authorized.
NRG Energy, Inc.
By: /s/ James J. Bender
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Name: James J. Bender
Title: Vice President & General
Counsel
Date: August 23, 2000