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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
DISTRIBUIDORA DE GAS NATURAL DE MEXICALI, S. DE R.L. DE C.V.
(Name of Foreign Utility Company)
by
ENOVA CORPORATION and PACIFIC ENTERPRISES
(Name of Parent Company of Domestic Associate Public Utility Company)
The Commission is requested to mail copies of all communications
relating to this Notification to:
Kevin Sagara
Assistant General Counsel
Enova Corporation
101 Ash Street
P.O. Box 129400
San Diego, California 92112-9400
and
Leslie E. LoBaugh, Jr.
General Counsel and Vice President
Pacific Enterprises
633 West Fifth Street
Suite 5200
Los Angeles, California 90071
NOTIFICATION
DISTRIBUIDORA DE GAS NATURAL DE MEXICALI, S. DE R.L. DE C.V. ("DGN de
Mexicali") hereby files with the Securities and Exchange Commission
("Commission"), pursuant to Section 33 of the Public Utility Holding
Company Act of 1935, as amended (the "Holding Company Act"), this Form
U-57 for the purpose of notifying the Commission that DGN de Mexicali
proposes to be and hereby claims status as, a "foreign utility company"
("FUCO") within the meaning of Section 33 of the Holding Company Act.
DGN de Mexicali holds the exclusive licenses from the Mexican Government
to distribute natural gas in the city of Mexicali, state of Baja
California, Republic of Mexico.
DGN de Mexicali does not own facilities located in any state 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 neither DGN de Mexicali nor any
of its subsidiary companies (as that term is defined in the Holding
Company Act) is a public utility company (as so defined) operating in
the United States of America.
ITEM 1
Name and business address of the entities claiming FUCO status:
DISTRIBUIDORA DE GAS NATURAL DE MEXICALI, S. DE R.L. DE C.V.
Ave. Reforma Esq. con Calle "F" No. 1401-C
Colonia Nueva
Mexicali, B.C. 21100
Description of the facilities used for the distribution at retail of
natural gas:
DGN de Mexicali proposes to distribute natural gas to industrial,
commercial and residential customers within the Mexicali geographic zone
located in the state of Baja California, Mexico. The Mexicali
geographic zone consists of the urban area of the city of Mexicali, Baja
California, Republic of Mexico as defined in the Mexican Diario Oficial
de la Federacion on the 14th of February 1996.
DGN de Mexicali's facilities used for the distribution of natural gas
will consist of distribution pipelines, meters, valves, cathodic
protection equipment, controllers for pressure and flow, communication
devices and other related equipment normally associated with a natural
gas distribution company. Currently, DGN de Mexicali is in the process
of designing and constructing the facilities to be used for the
distribution of natural gas in Mexicali.
During 1997 and 1998, DGN de Mexicali expects that its main distribution
trunk system will be constructed. New service is planned to be provided
to approximately 150 commercial and industrial customers and
approximately 2000 residential customers by the end of 1998. It is
expected that expansion of the system will continue between 1999 and
2001 with approximately 8000 customers being added on an annual basis.
The large majority of these customers will be of the residential
classification. It is expected that DGN de Mexicali's natural gas
distribution system will consist of over 400 kilometers of distribution
main and over 25,000 active services and meters by the end of 2001.
After 2001, it is expected the system will continue to be expanded, but
at a rate that will be determined based on the economics of the
situation at that time.
OWNERSHIP OF VOTING SECURITIES
The only voting interests of DGN de Mexicali are capital participations,
30% of which is owned by Enova Mexico, S.A. de C.V. ("Enova Mexico"),
30% of which is owned by Pacific Enterprises International Mexico I
("PEI Mexico I") and 40% of which is owned by Proxima Gas, S.A. de C.V.
("Proxima").
The only voting securities of Enova Mexico are common stock, 99.8% of
which is owned by Enova International and 0.2% of which is owned by
Enova Technologies, Inc. 100% of the voting securities of each of Enova
International and Enova Technologies are owned by Enova Corporation.
The only voting securities of PEI Mexico I are common stock, 99% of
which is owned by Pacific Enterprises International (Cayman I), and 1%
of which is owned by Pacific Enterprises International (Cayman II).
100% of the common stock of each of Pacific Enterprises International
(Cayman I) and Pacific Enterprises International (Cayman II) is owned by
Pacific Enterprises International, and 100% of the common stock of
Pacific Enterprises International is owned by Pacific Enterprises.
The only voting securities of Proxima are common stock, 42.5% of which
is owned by Coinversora, S. de R.L. (an entity owned by Gaston Luken
Aguilar and members of his family), 40.0% of which is owned by
Controtitulos, S. de R. L. (an entity owned by the Bourse Family), and
17.5% of which is owned by Carmon Vildosola de Cabanas.
ITEM 2
Domestic Associate Public-Utility Companies
San Diego Gas & Electric Company ("SDG&E") and Southern California Gas
Company ("SoCalGas"), each constitutes a "public utility company" as
that term is defined in the Holding Company Act. Enova Corporation and
Pacific Enterprises, each constituting a holding company exempt from the
Holding Company Act pursuant to Section 3(a)(1) thereof, are the
corporate parents respectively of SDG&E and SoCalGas. Neither SDG&E or
SoCalGas has acquired an interest in DGN de Mexicali.
STATE COMMISSION CERTIFICATION
The certifications of the California Public Utilities Commission (the
only state commission with jurisdiction over the retail rates of SDG&E
or SoCalGas) required by Section 33(a)(2) of the Holding Company is
attached hereto as Exhibits A-1 and A-2.
The undersigned have duly caused this statement to be signed on behalf
of DGN de Mexicali pursuant to the Power of Attorney attached hereto as
Exhibit B.
DISTRIBUIDORA DE GAS NATURAL DE
MEXICALI, S. DE R.L. DE C.V.
By: /S/
Kevin Sagara
(Attorney-in Fact)
By: /S/
Leslie E. LoBaugh, Jr.
(Attorney-in-Fact)
EXHIBIT A-1
June 13, 1996
Security and Exchange Commission
450 West Fifth Street
Judiciary Plaza
Washington, D.C. 20549
Re: Public Utility Holding Company Act of 1935 -
Investments in Foreign Utility Companies by
Enova Corporation
Ladies and Gentlemen:
Enova Corporation ("Enova") the corporate parent of San Diego Gas and
Electric Company (SDG&E"), has advised us that it may from time to time
directly or indirectly acquire and maintain interests in one or more
"foreign utility companies" as that term is defined in the Public
Utility Holding Company Act of 1935, as amended ("PUHCA"). Such foreign
utility companies will derive no part of their income from electric or
gas utility operations within the United States.
SDG&E is a "electric corporation", "gas corporation", and a "public
utility" (as those terms are defined in the California Public Utilities
Code) and, as such, is subject to our jurisdiction over its utility
operations within California, including its retail electric and gas
rates. SDG&E is also a "public utility company" (as that term is
defined in PUHCA) and a "subsidiary company" (as so defined) of ENOVA.
Consequently, Enova is a "holding company" (as defined in PUHCA)
although it has obtained an exemption from all of the provisions of
PUHCA other than Section 9(a)(2) thereof which requires prior approval
by the Securities and Exchange Commission for certain acquisitions of
securities of public utility companies. In addition, Enova and SDG&E
may each become an "associate company" or an "affiliate" (as those terms
are defined in PUHCA) of the foreign utility companies in which Enova
may acquire an interest.
Enova has requested that we provide to the Securities and Exchange
Commission the certification specified in Section 33(a)(2) of PUHCA with
respect to our authority and resources to protect ratepayers subject to
our intention to exercise that authority. Providing that certification
would permit Enova to acquire and maintain interests in foreign utility
companies without condition or limitation by PUHCA; would exempt such
foreign utility companies from substantially all of the provisions of
PUHCA and would deem such foreign utility companies not to be public
utilities for purposes of PUHCA.
In considering this matter, we have reviewed our regulatory authority
provided by the California Public Utilities Code and the resources
available to us to carry out our statutory responsibilities. We have
also considered that PUHCA permits us, upon the filing of a notice, to
revise or withdraw the requested certification prospectively as to any
future acquisition. In addition, Enova and SDG&E have made a number of
commitments to ease our regulatory task as shown in the attached
letters.
Accordingly, based upon the foregoing, we hereby certify to the
Securities and Exchange Commission that we have the authority and
resources to protect ratepayers subject to our jurisdiction and we
intend to exercise that authority.
Sincerely,
/S/
P. Gregory Conlon
President of the Commission
cc: Enova Corporation
SDG&E
Attachments: Enova letter dated May 31, 1996
SDG&E letter dated May 31, 1996
May 31, 1996
Mr. Wesley M. Franklin
Executive Director
California Public Utilities Commission
505 Van Ness Avenue
San Francisco, CA 94102
Re: Enova Corporation's Request for CPUC Certification to the
SEC Regarding Foreign Utility Company Investments
Dear Mr. Franklin:
Enova Corporation ("Enova") hereby requests the California Public
Utilities Commission ("CPUC" or the "Commission"), pursuant to Section
33(a)(2) of the Public Utility Holding Company Act of 1935 ("Holding
Company Act"), to certify to the Securities Exchange Commission ("SEC")
that it has the authority and resources, and intends to use such
authority, to protect the ratepayers of San Diego Gas & Electric Company
("SDG&E"). As set forth below, providing the requested certification
will in no way affect the ability of the Commission to exercise its full
regulatory authority over SDG&E.
SDG&E is an "electric corporation", a "gas corporation", and a
"public utility" as those terms are defined in the Public Utilities
Code. This Commission, therefore, exercises broad jurisdiction over
SDG&E's electric and gas service. SDG&E is also a "public utility
company" and a "subsidiary company" (as those terms are defined in the
Holding Company Act). Consequently, Enova is a "holding company" (as
defined in the Holding Company Act) although it has obtained an
exemption from all of the provisions of the Holding Company Act other
than Section 9(a)(2) thereof which requires prior approval by the SEC
for certain acquisitions of securities of public utility companies.
Enova is not requesting this Commission to make any judgment concerning
the potential acquisition by Enova or its affiliates of any interest in
any foreign utility.
In 1992 the Holding Company Act was amended in connection with the
acquisition of interest in a foreign utility. Section 33(a)(1)(2) of
the Holding Company Act now provides that a foreign utility shall not be
deemed to be a "public utility" within the meaning of the Holding
Company Act notwithstanding that the foreign utility company may be a
subsidiary company, an affiliate or an associate company of a U.S.
holding company or of a U.S. public utility company. However, Section
33(a)(2) of the Holding Company Act provides that Section 33(a)(1)
shall not be effective,
"unless 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 a company otherwise exempted
under Section 33(a)(1) (other than a public utility company that
is an associate company or an affiliate of a registered holding
company) has certified to the [Securities Exchange] Commission
that it has the authority and resources to protect ratepayers
subject to its jurisdiction and that it intends to exercise its
authority."
The section goes on to provide that "such certification upon the filing
of a notice by such state commission, may be revised or withdrawn by the
state commission prospectively as to any future acquisition."
Enova's immediate plans for international energy development
involve the submission of a bid by a Mexican company during June, 1996,
to the Comision Reguladora de Energia of Mexico ("CRE") for a permit to
distribute natural gas for the municipality of Mexicali, Baja California
and surrounding areas. This company will be a joint venture of (a)
Enova Mexico (a subsidiary of Enova International, which itself is a
subsidiary of Enova), (b) an affiliate of Pacific Enterprises, and (c)
Proxima S.A. de C.V. Enova anticipates the CRE will issue a permit to
the winning bidder by September 11, 1996.
Providing the requested certification will not adversely affect
the interests of customers of SDG&E. First, the California Public
Utilities Code empowers the Commission with broad regulatory authority
to review and audit the books and records of each utility, its
subsidiaries and affiliates with respect to their transactions with
SDG&E. Enova and SDG&E expressly affirm their understanding that the
Public Utilities Code, including sections 314 and 587, apply with
respect to any transactions between SDG&E, on the one hand, and its
affiliates, subsidiaries or joint ventures thereof, and affiliated
foreign utility companies, on the other hand, to the same extent they
currently apply with respect to SDG&E's transactions with its domestic
subsidiaries and affiliates. Section 587 requires annual reporting to
the Commission of significant transactions between SDG&E and its
subsidiaries or affiliates, and section 314 provides Commission Staff
with access to all of SDG&E's books and records and those of its
affiliates with respect to any transaction between SDG&E and any
affiliate on any matter that might adversely affect SDG&E's ratepayers.
Enova and SDG&E further affirm that, in the event of any transactions
between SDG&E and a foreign utility company in which Enova acquires an
interest that might adversely affect the interests of SDG&E's
ratepayers, Commission Staff will be provided with access in San Diego
or San Francisco to such foreign utility company's books and records
with respect to any transactions between itself and SDG&E, translated
into English and restated to conform with U.S. generally accepted
accounting principles, if requested by Commission Staff.
Second, Enova understands that it may be required by the
Commission to pay the costs of any outside audit of transactions between
SDG&E and a foreign utility affiliate ordered by the Commission.
Third, Enova confirms that the employees of Enova and SDG&E, or
any Enova subsidiary with an interest in a foreign utility affiliate,
shall be available to appear and testify, as necessary or required in
Commission proceedings, in connection with any transaction between SDG&E
and a foreign utility affiliate, with costs of such appearance to be
borne by Enova. For foreign utility affiliates in which Enova does not
have a controlling interest, Enova, and/or its subsidiaries with the
interest in the foreign affiliate shall exercise their reasonable
efforts to make the officers and employees of the foreign utility
affiliate available to appear and testify as necessary or required in
Commission proceedings, in connection with any transaction between SDG&E
and a foreign utility affiliate, with the costs of such efforts and
appearances to be borne by Enova.
Fourth, Enova agrees that any costs incurred in carrying out the
commitments outlined herein and any other commitments with regard to the
exercise of the Commission's authority to protect SDG&E's ratepayers in
connection with investments in foreign utility companies will be borne
by Enova and not SDG&E's ratepayers.
Fifth, Enova and SDG&E will notify the Commission if any products,
product rights, patents, copyrights or similar legal rights are
transferred to an affiliated foreign utility company or to any affiliate
which has an interest in a foreign utility company. Enova and SDG&E
acknowledge that if any such rights are so transferred, a royalty
payment may be required to ensure that SDG&E's ratepayers are
compensated when such transactions occur.
Sixth, Enova and SDG&E agree that SDG&E will not seek to remove
from the Commission's jurisdiction and transfer to the jurisdiction of
the Federal Energy Regulatory Commission any of the pipeline facilities
of SDG&E currently or hereafter used to provide utility service in the
State of California without first: 1) providing prior written notice to
the Commission of such intention; and 2) obtaining from the Commission
any authorizations or approvals which at such time may be required by
the California Public Utilities Code or by other applicable California
law.
For your further reference, I have attached a letter from Donald
Felsinger, President and Chief Executive Officer of San Diego Gas &
Electric Company, dated May 31, 1996. This letter provides you
assurances that SDG&E will not purchase electricity or natural gas from
a foreign utility company in which Enova, its affiliates, subsidiaries
or joint venturers thereof, has an interest without prior Commission
approval.
Enova requests that this matter be considered and acted upon at an
open meeting of the Commission after inclusion on the Commission's
published agenda in order to comply with the Bagley-Keane Act
(California Government Code section 11120 et seq.). We do not believe
it necessary for the Commission to issue a formal order or resolution in
this matter, but instead request the Commission to make the findings
required by the Holding Company Act section 33(a)(2) and that the
Commission's President execute the SEC certification letter on behalf of
the Commission.
Very truly yours,
/S/
Stephen L. Baum
President and
Chief Executive Officer
On December 6, 1995, the Commission in D.95-12-007 at pages 26-27,
restated its requirements or conditions under which the CPUC would
provide the subject certification. Such certification is required to
allow an exemption of foreign utility companies from all provisions of
the Holding Company Act. As described in this letter, Enova and its
subsidiary, SDG&E, fully satisfy the five conditions set forth in D.95-
12-007.
The use of "affiliates" or "affiliated" entities throughout this letter
shall be consistent with the definition of "affiliate" and "affiliated
entity" in the Commission's "Rules Governing The Reporting of
Transactions By Electric, Gas, and Telephone Utilities With Their
Affiliated Entities" set for in 48 CPUC2d 163 at 171 (1992), as from
time to time modified by the CPUC.
15 U.S.C.A. Sec. 79z-5b(a)(1).
15 U.S.C.A. Sec. 79z-5(b)(2).
See Section 314; see, also, D.95-12-018 (decision authorizing SDG&E to
implement a plan of reorganization). Other applicable Public Utilities
Code sections include: section 314.5 (audit of utility's books every
three years); section 587 (annual report regarding affiliate
transactions); section 701.5 (utility may not issue securities for non-
utility activities or guarantee obligations of affiliates); section 797
(audit by CPUC of significant transactions between utility and
affiliates); section 798 (treble damages with respect to abusive self-
dealing payments between the utility and its affiliates in violation of
CPUC order or rule); section 817 (utility may issue securities only for
utility purposes); section 827 (criminal penalties with respect to
security transactions); section 830 (utility may not assume or guarantee
obligations of another person or corporation without prior CPUC
approval); and section 851 (utility may not encumber or transfer utility
property without prior CPUC approval.)
May 31, 1996
Mr. Wesley M. Franklin
Executive Director
California Public Utilities Commission
505 Van Ness Avenue
San Francisco, CA 94102
Re: Enova Corporation's Request for CPUC Certification to the
SEC Regarding Foreign Utility Company Investments
Dear Mr. Franklin:
By correspondence dated May 31, 1996, Stephen L. Baum, President
and Chief Executive Officer of Enova Corporation ("Enova") requests the
California Public Utilities Commission ("CPUC" or "Commission") pursuant
to Section 33(a)(2) of the Public Utility Holding Company Act of 1935,
to certify to the Securities Exchange Commission that it has the
authority and resources, and intends to use such authority, to protect
the ratepayers of San Diego Gas & Electric Company ("SDG&E").
Your staff has requested the following statement and, accordingly,
SDG&E hereby expressly affirms its commitment not to purchase
electricity or natural gas either directly or indirectly through an
affiliate or subsidiary, from a foreign utility company in which Enova,
its affiliates, subsidiaries or joint venturers thereof, has an interest
without prior Commission approval.
Very truly yours,
/S/
Donald E. Felsinger
EXHIBIT A-2
October 26, 1994
Security and Exchange Commission
450 West Fifth Street
Judiciary Plaza
Washington, D.C. 20549
Re: Public Utility Holding Company Act of 1935 -
Investments in Foreign Utility Companies by
Pacific Enterprises
Ladies and Gentlemen:
Pacific Enterprises, the corporate parent of Southern California
Gas Company ("SoCalGas"), has advised us that it may from time to time
directly or indirectly acquire and maintain interests in one or more
"foreign utility companies" as that term is defined in the Public
Utility Holding Company Act of 1935, as amended (the "Holding Company
Act). Such foreign utility companies will derive no part of their
income from electric or gas utility operations within the United States.
SoCalGas is a "gas corporation" and a "public utility" (as those
terms are defined in the California Public Utilities Code) and, as such,
is subject to our jurisdiction over its utility operations within
California, including its retail gas rates. SoCalGas is also a "public
utility company" (as that term is defined in Holding Company Act) and a
"subsidiary company (as so defined) of Pacific Enterprises.
Consequently, Pacific Enterprises is a "holding company" (as defined in
the Holding Company Act) although it has obtained an exemption from all
of the provisions of the Holding Company Act other than Section 9(a)(2)
thereof which requires prior approval by the Securities and Exchange
Commission for certain acquisitions of securities of public utility
companies. In addition, Pacific Enterprises and SoCalGas may each
become an "associate company" or an "affiliate" (as those terms are
defined in the Holding Company Act) of the foreign utility companies in
which Pacific Enterprises may acquire an interest.
Pacific Enterprises has requested that we provide to the Securities and
Exchange Commission the certification specified in Section 33(a)(2) of
the Holding Company Act with respect to our authority and resources to
protect ratepayers subject to our jurisdiction and of our intention to
exercise that authority. Providing that certification would permit
Pacific Enterprises to acquire and maintain interests in foreign utility
companies without condition or limitation by the Holding Company Act;
would exempt
such foreign utility companies from substantially all of the provisions
of the Holding
Company Act and would deem such foreign utility companies not to be
public utilities for purposes of the Holding Company Act.
In considering this matter, we have reviewed our regulatory authority
provided by the California Public Utilities Code and the resources
available to us to carry out our statutory responsibilities. We have
also considered that the Holding Company Act permits us, upon the filing
of a notice, to revise or withdraw the requested certification
prospectively as to any future acquisition. In addition, Pacific
Enterprises and SoCalGas have made a number of commitments to ease our
regulatory task.
This certification is expressly conditioned on agreement by Pacific
Enterprises that SoCalGas will not seek to remove from the Commission's
jurisdiction and transfer to the jurisdiction of the Federal Energy
Regulatory Commission any of the pipeline facilities of SoCalGas
currently or hereafter used to provide utility service in the State of
California without first: 1) providing prior written notice to the
Commission of such intention; and 2) obtaining from the Commission any
authorizations or approvals which at such time may be required by the
California Public Utilities Code or by other applicable California law.
Accordingly, based upon the foregoing, we hereby certify to the
Securities and Exchange Commission that we have the authority and
resources to protect ratepayers subject to our jurisdiction and we
intend to exercise that authority.
Sincerely,
/s/
Daniel Wm. Fessler
President of the Commission
cc: Pacific Enterprises
Southern California Gas Company
EXHIBIT B
In this City of Mexicali, State of Baja California at 11:00 hours
of November twenty seventh nineteen hundred ninety six, in the office of
DISTRIBUIDORA DE GAS NATURAL DE MEXICALI, S. DE R. L. DE C. V., met
Attorneys Juan Ignacio Guajardo Araiza in representation of Proxima Gas,
S.A. de C.V. and Pacific Enterprises International Mexico I and Arturo
Guajardo Araiza, in representation of Enova de Mexico, S.A. de C.V., in
order to hold an Assembly of Partners of the Corporation, prior notice
given to that effect, being also present Mr. David Lozano Dominguez.
The Assembly was presided over by Mr. David Lozano Dominguez and
at his express designation, Attorney Juan Ignacio Guajardo Araiza acted
as Secretary, who in his character as escrutineer proceeded to prepare
the List of Partners, appearing from the same, the text of which is
inserted literally at the end of these minutes and the original added in
the appendix of the same, that all partners owners of the social parts
in which the capital stock of DISTRIBUIDORA DE GAS NATURAL DE MEXICALI,
S. DE R. L. DE C. V., is divided, are represented.
Next, the President, as provided for by the Fourteenth Clause of
the Corporate Charter, declared the Assembly legally installed and
discussion open to resolve the matters referred to in the following:
A G E N D A:
I. Designation of Corporate Secretary.
II. Granting of powers of attorney.
III. Authorization for the Corporation to participate
in the public licitation.
Submitted to the consideration of the Assembly the First Item on
the Agenda, the President of the Assembly expressed to those present the
need to revoke Mr. Agustin Berdeja Prieto's designation as Corporate
Secretary and designate Mr. Jan Ignacio Guajardo Araiza as the new
Corporate Secretary, for which he requested the Assembly to take a
decision to that regard.
Next, the Assembly, after ample discussion, by a unanimous vote
decreed:
FIRST: The designation of Mr. Agustin Berdeja Prieto as Corporate
Secretary is hereby revoked as well as the power of attorney he was
granted for such purpose, as evidenced by means of Public Instrument
Number 1633, Book 29 dated May 22, 1996, granted before Mr. Pedro
Cortina Latapi, Title Holder of Notary Number 226, in Mexico City, duly
registered in the Public Registry of Property and Commerce of the City
of Mexicali, Baja California on June 4, 1996, under log number
5,102,198, Commerce Section.
SECOND: Revoke the powers of attorney granted to Messrs. Agustin
Berdeja Prieto, Juan Ignacio Guajardo Araiza and to Ms. Yeudiel Alcala
Canto, as evidenced by means of Public Instrument Number 1355, Book 24,
dated April 2, 1996, granted before Mr. Pedro Cortina Latapi, Title
Holder of Public Notary Number 226, in Mexico City, duly registered in
the Public Registry of Property and Commerce in the City of Mexicali,
Baja California, on April 8, 1996, under log number 5,097,833, Commerce
Section.
THIRD: Mr. Juan Ignacio Guajardo Araiza is designated as
Corporate Secretary whom shall hold such position until being legally
substituted and shall have the authorities, obligations, attributions
and powers stipulated in the Nineteenth Clause of the By-Laws of the
Corporation, which are literally transcribed below:
A) Prepare, sign and publish the notices and notifications for
the Partners Meetings;
B) Assist to Partners Meetings, prepare and sign the Minutes and
maintain the Partners and Social Parts Registry Book; Minutes Book of
Partners Meetings and Social Capital Movements Registry Book in the
manner provided for by Law;
C) Sign the Minutes which are prepared from the Partners
Meetings, authorize certified copies or summaries of the Minutes as well
as other Corporate documents for legal purposes;
D) Have custody and file all the documents and correspondence
related to the Partners Meetings; and
E) Issue certifications of registries from the Partners and
Social Parts Registry Book and Social Capital Movement Registry Book,
which in it's event may be required.
Next and with regard to the Second Item on the Agenda, the
President of the Assembly expressed to those present the need to grant
power of attorney to Ms. Ana Carolina Arizmendi de Jinich to represent
the Corporation before the International Public Licitation for the
granting of the concession to distribute natural gas in the geographic
zone of Chihuahua.
Next, the Assembly, prior ample discussions, by a unanimous vote,
decreed:
FOURTH: Grant to Ms. Ana Carolina Arizmendi de Jinich to
represent DISTRIBUIDORA DE GAS NATURAL DE MEXICALI, S. DE R. L. DE C.
V., before all kinds of persons and authorities, general power of
attorney for collections and litigation and acts of administration, with
all general powers and those special powers that require special clause
according to law, under the terms of the first and second paragraphs of
article two thousand four hundred twenty eight of the Civil Code for the
State of Baja California, amongst which are considered those conferred
by article two thousand four hundred sixty one of the same Civil Code,
and in the terms of the first two paragraphs of Articles two thousand
five hundred fifty four and two thousand five hundred eighty seven of
the Civil Code for the Federal District in common matters and for all
the Republic in Federal matters, as well as their counterparts from the
rest of the Civil Codes of the Mexican Republic, IN THE UNDERSTANDING
THAT THE POWER OF ATTORNEY IS LIMITED FOR THE AGENT TO REPRESENT THE
CORPORATION before all types of persons and authorities, either Federal,
State or Local, in the Mexican Republic or abroad for the purpose of
pursuing the acts, transactions, procedures, requests, registries,
notifices, meetings, registrations and appearances needed in order for
the Corporation to participate in the granting of the first permit to
distribute natural gas in the geographic zones of Chihuahua, Cuauhtemoc-
Anahuac and Delicias, being also authorized to pursue all future acts,
transactions, procedures, requests, registries, notifices, meetings,
registrations and appearances, related to the natural gas distribution
system mentioned above, before the Ministry of Energy, Energy Regulatory
Commission and the Federal Venue Commission and, to before any other
authority, being in this manner also authorized to sign and receive in
the name of the Corporation all types of documents and notices.
FIFTH: Grant to Messrs. James Walsh, Kevin Sagara, Leslie E.
LoBaugh, Jr., and Javier Gonzalez Sfeir, to jointly or separately,
present in the name of Distribuidora de Gas Natural de Mexicali, S. de
R. L. de C. V., the following documents: (I) the U-57 Form before the
"Securities and Exchange Commission" (Comision de Valores y Bolsas) in
the City of Washington, District of Colombia, United States of America,
requesting the designation of Distribuidora de Gas Natural de Mexicali,
S. de R. L. de C. V., as a "Foreign Utility Company" (Empresa de
Servicios Extranjera), according to that stipulated by the "Public
Utility Holding Company Acta" (Decreto de Empresas Tenedoras de
Sociedades Prestadoras de Servicios Publicos) and (ii) the notice of the
presentation of the U-57 Form before the "California Public Utilities
Commission" (Comision de Servicios Publicos de California) in the City
of San Francisco, California, United States of America.
SIXTH: Grant to Messrs. Arturo Guajardo Araiza, Juan Ignacio
Guajardo Araiza, Angel Gabriel Encinas Orozco, Erika Elorduy Blackaller,
Julio Eduardo Martinez Rasso, Moises Gonzalez Santillan and Roberto
Gabriel Vera Azar, indistinctively, to represent the Corporation before
all kind of persons and authorities, general power of attorney for
collections and litigation, with all general powers and those special
powers that require special clause according to law, under the terms of
the first paragraph of article two thousand four hundred twenty eight of
the Civil Code for the State of Baja California, amongst which are
considered those conferred by article two thousand four hundred sixty
one of the same Civil Code, including the power to judicially
interrogate or be interrogated, to withdraw from amparo suits and to
file criminal complaints and follow the proceedings until terminated,
being further authorized to constitute himself as civil part in such
proceedings, and to assist the District Attorney and to grant pardons if
such be the case.
Next, and with regard to the Third Item on the Agenda, the
Assembly, prior ample discussion, by a unanimous vote, decreed:
SEVENTH: The partners agreed for the Corporation to participate
in the International Public Licitation for the purpose of granting the
first permit to distribute natural gas in the geographic zones of
Chihuahua, Cuauhtemoc-Anahuac and Delicias, notice which was published
in the Official Gazette of the Federation on October 16, 1996, with the
limitation that the partners of Distribuidora de Gas Natural de
Mexicali, S. de R. L. de C. V., shall be kept informed of the licitation
process and the granting of the natural gas distribution, and shall have
the final authority to decide over the contents of the documents which
will be presented in the licitation, which shall contain legal
obligations which must be assumed by each Partner individually or
technical or financial information which must be given by each Partner
individually, as may be the case.
EIGHTH: Ms. Claudia Ibarra Grijalva, is designated as Special
Delegate for the Assembly and to that effect, authorized to appear
before a Notary Public of her election, to request the protocolization
of the present Minutes of the Assembly and to revoke and grant the
powers of attorney mentioned above, as well as to proceed to register
the corresponding public instrument in the Registry of Public Property
and Commerce of this City.
Not having any other subject to discuss, the Assembly was
adjourned and these minutes were drawn, in which, finally, it is
certified: a) That the representatives of the partners evidenced the
number of social parts they represent; b) That Messrs. Juan Ignacio
Guajardo Araiza and Arturo Guajardo Araiza, exhibited proxies to
represent the partners as mentioned, which are added to the appendix of
these minutes; c) That the List of Partners reads as follows: "List of
Partners of DISTRIBUIDORA DE GAS NATURAL DE MEXICALI, S. DE R. L. DE C.
V., that were represented in the Partners Meeting held in the offices of
said Corporation, in this City of Mexicali, State of Baja California, at
11:00 a.m. of November twenty seventh nineteen hundred ninety six:
Partners: Social Parts: Value:
Proxima Gas, S.A. de C.V., repre-
sented by Mr. Juan Ignacio Gua-
jardo Araiza 1 $6,081,200.00
Pacific Enterprises International
Mexico I, represented by Mr. Juan
Ignacio Guajardo Araiza 1 4,560,900.00
Enova Mexico, S.A, de C.V., repre-
sented by Mr. Arturo Guajardo
Araiza 1 4,560,900.00
____ ___________
3 $15,203,000.00
Signed: Juan Ignacio Guajardo Araiza in representation of Proxima Gas,
S.A. de C.V., and Pacific Enterprises International Mexico I. - Mr.
Arturo Guajardo Araiza in representation of Enova Mexico, S.A. de C.V. -
The escrutineer, certifies the accuracy of this List of Partners and
that the social capital of DISTRIBUIDORA DE GAS NATURAL DE MEXICALI, S.
DE. R. L. DE C. V., is fifteen million two hundred three thousand pesos
Mexican currency, divided in three social parts, entirely subscribed and
paid in full. - Signed: Juan Ignacio Guajardo Araiza".
Signed by the President and the Secretary of the Assembly in
conformity thereof.