Potomac Capital Investment Corp – ‘U-57’ on 9/25/02

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Notice of Foreign Utility Company Status   —   Form U-57
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: U-57        Notice of Foreign Utility Company Status --            8     24K 
                          formu57                                                

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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

--------------------------------------------------------------------------------
        PCI Netherlands Corp.            Dutch Gas II Business Trust (1999-1A)
   Potomac Nevada Investment, Inc.       Dutch Gas II Business Trust (1999-1B)
         PCI Holdings, Inc.               Dutch Gas II Business Trust (1999-2)
                                          Dutch Gas II Business Trust (1999-3)
          PCIN Hydro Trust                Dutch Gas II Business Trust (1999-4)
PNI Hydro Trust                                         
                                         Energie Upper Austria Trust
Dutch Gas Business Trust (1999-1A)             Energie Salzburg Trust       
Dutch Gas Business Trust (1999-1B)              EAG Salzburg Trust          
Dutch Gas Business Trust (1999-1C)           EAG Upper Austria S Trust      
Dutch Gas Business Trust (1999-2)            EAG Upper Austria R Trust      
Dutch Gas Business Trust (1999-3)                                           
Dutch Gas Business Trust (1999-4)                                           
Dutch Gas Business Trust (1999-5)                                           

--------------------------------------------------------------------------------

 (Name of foreign utility companies)

Potomac Capital Investment Corporation
(Name of filing company, if filed on behalf of a foreign
utility company)

          Pursuant to Section 33(a) of the Public Utility Holding Company Act of
1935, as amended (the "Act") and Rule 57 thereunder, Potomac Capital Investment 
Corporation files this form to notify the Securities and Exchange Commission    
that the companies ("FUCOs") described herein are, and claim status as foreign  
utility companies within the meaning of Section 33 of the Act or will be such   
foreign utility companies upon consummation of certain planned transactions. The
status of each FUCO is described in Item 1.                                     

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Item 1. State the name of the entity claiming foreign utility company status,   
its business address, and a description of the facilities used for the          
generation, transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas. To the extent known,     
identify each person that holds five percent (5%) or more of any class of voting
securities of the foreign utility company and describe the amount and nature of 
the interest.                                                                   

       This form describes the ownership interests of 22 companies meeting
the requirements of foreign utility company status. Item 1 of the form is       
divided into four parts, each describing a group of FUCOs and the facilities in 
which they hold an interest.                                                    

1.  Austrian Hydro-Electric Group I.                                            

a. Facility. The facility is a pumped storage hydro-electric generating facility
located in Austria. The facility is comprised of two power stations (and all    
equipment contained therein), the tailwater, fenster, the surge tank, two dams  
and reservoirs, mountain catchments and pumping facilities, one pressure shaft, 
and two diversion tunnels. The facility has a maximum generating capacity of 781
MW and a maximum pumping capacity of 250 MW.                                    

b. Ownership Structure. The ownership of the facility is divided among two      
Delaware business trusts, PCIN Hydro Trust and PNI Hydro Trust. PCI Netherlands 
Corporation ("PCIN"), a Nevada corporation, and Potomac Nevada Investment, Inc. 
("PNI"), a Nevada Corporation, are investors in the trusts and the holders of   
beneficial interests in the trusts. PCIN and PNI are wholly owned subsidiaries  
of Potomac Capital Investment Corporation ("PCI Corp."), a Delaware Corporation.
PCI Corp. is a direct wholly owned subsidiary of Pepco Holdings, Inc. ("Pepco   
Holdings"), a Delaware corporation and a registered holding company under the   
Act. Wilmington Trust Company, a Delaware corporation, is the trustee of the    
trusts.                                                                         

c.  Business Addresses:    PCIN Hydro Trust                                     
PNI Hydro Trust           
  c/o Wilmington Trust Company
Rodney Square North       
1100 North Market Street  
Wilmington, DE 19890-0001 

 PCI Netherlands Corporation
     Potomac Nevada Investment, Inc.
1575 Delucchi Lane        
Suite 115                 
Reno, Nevada 89502        

2.  Austrian Hydro-Electric Group II.                                           

a. Facility. The facilities consist of 14 hydro-electric generating plants      
located in the Austrian Provinces of Salzburg and Upper Austria with a total    
installed generating capacity of                                                

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approximately 237.22 MW. The electric generating facilities include powerhouses,
dams, water conveyance facilities and associated switchyards.                   

b. Ownership Structure. Upon consummation of a transaction expected to close in 
September or early October, 2002, the facilities would be owned by five Delaware
business trusts: Energie Upper Austria Trust, Energie Salzburg Trust, EAG       
Salzburg Trust, EAG Upper Austria S Trust and EAG Upper Austria R Trust         
(collectively, the "Energie Trusts"). Wilmington Trust Company would be the     
trustee of the Energie Trusts. PCIN and PNI propose to invest in the Energie    
Trusts and to hold beneficial interests therein. The individual generating      
facilities to be held by each FUCO, including their approximate capacities, are 
listed below:                                                                   

Energie Upper Austria Trust                                                     
1.   Traunfall (9.75 MW)                                              
2.   Gmunden (11.94 MW)                                               
3.   Offensee (unit I, 2.79 MW)                                       
4.   Trattenbachfall (2.99 MW)                                        

Energie Salzburg Trust                                                          
5.   Plankenau (12.24 MW)                                             
6.   Grossarl (6.57 MW)                                               

EAG Salzburg Trust                                                              
7.   Wagrain (17.81 MW)                                               
8.   Arthurwerk (6.37 MW)                                             

EAG Upper Austria S Trust                                                       
9.   Partenstein (33.23 MW)                                           
10.  Steeg (12.24 MW)                                                 
11.  Ranna (18.51 MW)                                                 

EAG Upper Austria R Trust                                                       
12.  Traun Pucking (45.67 MW)                                         
13.  Marchtrenk (43.18 MW)                                            
14.  Lambach (13.73 MW)                                               

      PNI will invest in and hold a beneficial interest in the EAG Upper
Austria R Trust and the Energie Salzburg Trust. PCIN will invest in and hold a  
beneficial interest in the EAG Upper Austria S Trust, EAG Salzburg Trust and the
Energie Upper Austria Trust.                                                    

c.  Business Addresses:    Energie Upper Austria Trust                          
Energie Salzburg Trust    
EAG Salzburg Trust        
EAG Upper Austria S Trust 
EAG Upper Austria R Trust 
  c/o Wilmington Trust Company
Rodney Square North       
1100 North Market Street  
Wilmington, DE 19890-0001 

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 PCI Netherlands Corporation
     Potomac Nevada Investment, Inc.
1575 Delucchi Lane        
Suite 115                 
Reno, Nevada 89502        

3.  Dutch Gas Group I.                                                          

a. Facility. The facilities consist of gas distribution infrastructure,         
including pipelines, meters and compressors, located in the Netherlands and     
operated by several gas utility companies. The utilities and the municipalities 
where the facilities are located are set forth below:                           

i. GGR-Gas Infrastructuur B.V. located at Postbus 149, 4000 AC Tiel, The        
Netherlands and having facilities in the municipalities of Ammerzoden, Kerkwijk,
Bemmel, Kesteren, Brakel, Lienden, Buren, Lingewaal, Culemborg, Maasdriel,      
Dodewaard, Maurik, Echteld, Neerijnen, Elst, Nijmegen, Geldermalsen, Rossum,    
Gendt, Tiel, Hedel, Valburg, Heteren, Huissen, and Zaltbommel and Best, Bladel, 
Budel, Eersel, Eindhoven, Heeze-Leende, Nuenen, Oirschot, Reusel-De Mierden,    
Veldhoven and Waalre.                                                           

ii. Gasbedrijf Midden Kennemerland N.V. located at Postbus 365, 1960 13         
Heemskerk, The Netherlands and having facilities in the municipalities of       
Akersloot, Beverwijk, Schermer, Castricum, Graft, De Rijp, Velsen, Heemskerk,   
Limmen and Uitgeest.                                                            

iii. N.V. Nutsbedrijf Regio Eindhoven located at Postbus 2005, 2005 CA          
Eindhoven, The Netherlands and having facilities in the municipalities of Best, 
Bladel, Budel, Eersel, Eindhoven, Heeze-Leende, Nuenen, Oirschot, Reusel-De     
Mierden, Veldhoven and Waalre.                                                  

iv. N.V. Nutsbedrijven Maastricht located at Postbus 1042, 6201 MJ Maastricht,  
The Netherlands and having facilities in the municipalities of Maastricht.      

b. Ownership. The facilities are owned by seven Delaware business trusts: Dutch 
Gas Business Trust (1999-1A), Dutch Gas Business Trust (1999-1B), Dutch Gas     
Business Trust (1999-1C), Dutch Gas Business Trust (1999-2), Dutch Gas Business 
Trust (1999-3), Dutch Gas Business Trust (1999-4) and Dutch Gas Business Trust  
(1999-5) (collectively the "Dutch Gas I Trusts"). Wilmington Trust Company is   
the trustee of the Dutch Gas I Trusts. PCI Corp. has directly invested in the   
Dutch Gas I Trusts and holds beneficial interests therein. PCI Corp. is not     
asserting foreign utility company status in this filing.                        

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c.  Business Addresses:    Dutch Gas Business Trust (1999-1A)                   
        Dutch Gas Business Trust (1999-1B)
        Dutch Gas Business Trust (1999-1C)
       Dutch Gas Business Trust (1999-2)
       Dutch Gas Business Trust (1999-3)
       Dutch Gas Business Trust (1999-4)
       Dutch Gas Business Trust (1999-5)
  c/o Wilmington Trust Company
Rodney Square North       
1100 North Market Street  
Wilmington, DE 19890-0001 

4.  Dutch Gas Group II.                                                         

a. Facility. The facilities consist of gas distribution infrastructure,         
including pipelines, meters and compressors, located in the Netherlands and     
operated by several gas utility companies. The utilities and the municipalities 
where the facilities are located are set forth below:                           

i. Maatschappij Voor Intercommunale Gasdistributie "Intergas" N.V. located at   
Warandelaan 2, 4900 AA Oosterhout (NB), The Netherlands and having facilities in
the municipalities of Aalburg, Halderberge, Steenbergen Alphen-Chaam, Heusden   
Hilvarenbeek, Tilburg Barrie-Nassau, Made, Waalwijk Berda, Oosterhout, Werkendam
Dongen, Olsterwik, Woensdrecht Geerruidenberg, Roosendaal, Woudrichem Haaren,   
Rucphen and Zvenbergen.                                                         

ii. N.V. Energiebedrijf Zuid-Kennemerland Netwerk located at Herenweg 115, 2105 
MG Heemstede, The Netherlands and having facilities in the municipalities of    
Heemstede, Aerdenhout, Haarlemmerlledeen Bennebrock, Bentveld, Spaarnwoude      
Vogelenzang, Boemendaal, Spaardam Zandvoort, Overeen and Halfweg.               

iii. N.V. Gasbedrijf Noord-Oost Friesland located at Birdaarderstraatweg 82,    
9101 PK Dokkum, The Netherlands and having facilities in the municipalities of  
Achtkarspelen Dongeradeel, Schiermonnikoog Ameland (island), Ferwerderadeel,    
Tytsjerksteradiel Dantumadeel and Kollumerland c.a.                             

iv. Nutsbedrijf Amstelland N.V. located at Van Heuven Goedhartlaan 15, 1181 LE  
Amstelveen, The Netherlands and having facilities in the municipalities of      
Aalsmeer, Dulvendrecht, Ulthoorn Amstelveen, Ouderkerk and Ouder-Amstel.        

b. Ownership. The facilities are owned by seven Delaware business trusts: Dutch 
Gas II Business Trust (1999-1A), Dutch Gas II Business Trust (1999-1B), Dutch   
Gas II Business Trust (1999-2), Dutch Gas II Business Trust (1999-3) and Dutch  
Gas II Business Trust (1999-4) (collectively the "Dutch Gas II Trusts").        
Wilmington Trust Company is the trustee of the Dutch Gas II Trusts. PCIN and PCI
Holdings, Inc. ("PCI Holdings"), a Delaware corporation, have invested in the   
Dutch Gas II Trusts and hold beneficial interests therein. PCI Holdings is a    
subsidiary of PCI Nevada Investments, a partnership 95% owned by Potomac Capital
Joint Leasing Corporation, a Delaware Corporation and 5% by Potomac Nevada      
Corporation.                                                                    

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Potomac Capital Joint Leasing Corporation is a wholly owned subsidiary of       
Potomac Nevada Corporation. Potomac Nevada Corporation is a wholly owned        
subsidiary of PCI Corp.                                                         

c.  Business Addresses:    Dutch Gas II Business Trust (1999-1A)                
           Dutch Gas II Business Trust (1999-1B)
          Dutch Gas II Business Trust (1999-2)
          Dutch Gas II Business Trust (1999-3)
          Dutch Gas II Business Trust (1999-4)
  c/o Wilmington Trust Company
Rodney Square North       
1100 North Market Street  
Wilmington, DE 19890-0001 

 PCI Netherlands Corporation
1575 Delucchi Lane        
Suite 115                 
Reno, Nevada 89502        

PCI Holdings, Inc.        
1801 K Street, N.W.       
Suite 900                 
Washington, DC 20006      

Item 2. State the name of any domestic associate public-utility company and, if 
applicable, its holding company, and a description of the relationship between  
the foreign utility company and such company, and the purchase price paid by any
such domestic associate public-utility company for its interest in the foreign  
utility company.                                                                

         PNI, PCIN and PCI Holdings are wholly owned subsidiaries of PCI Corp.
which, in turn, is a wholly owned subsidiary of Pepco Holdings, a registered    
holding company. Pepco Holdings has six direct or indirect public-utility       
company subsidiaries: (1) Potomac Electric Power Company, a District of Columbia
and Virginia corporation ("Pepco"); (2) Atlantic City Electric Company ("ACE"), 
a New Jersey corporation; (3) Delmarva Power & Light Company ("Delmarva"), a    
Delaware and Virginia corporation; (4) Conectiv Atlantic Generation, L.L.C.     
("CAG"), a Delaware limited liability company; (5) Conectiv Delmarva Generation,
Inc. ("CDG"), a Delaware corporation; and (6) Conectiv Pennsylvania Generation, 
Inc. ("CPG"), a Delaware corporation. Pepco is a direct wholly owned subsidiary 
of Pepco Holdings. Conectiv, a Delaware corporation and a registered public     
utility holding company also is a direct wholly owned subsidiary of Pepco       
Holdings. ACE, Delmarva, CAG, CDG, and CPG are all direct or indirect wholly    
owned subsidiaries of Conectiv.                                                 

         None of the public utility companies in the Pepco Holdings registered
holding company system is a direct or indirect parent or subsidiary of PCI      
Corp., PNI, PCIN or PCI Holdings, or any of the trusts described herein. In     
addition, none of the public utility companies has contributed or will          
contribute funds to finance any part of PCIN's or PNI's investment in the       

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Energie Trusts. Pepco was the parent company of PCI Corp. and indirectly the    
parent of PNI, PCIN and PCI Holdings and had an equity investment in PCI Corp.  
at the time investments were made in the trusts other than the Energie Trusts./1

Exhibit A is not applicable.                                                    

--------                                                                        
1 Pepco made a $150 million capital contribution to PCI Corp. when PCI Corp. was
formed in 1983. The return on capital, paid in dividends to Pepco, has equaled  
or exceeded this amount.                                                        

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 SIGNATURE

          The undersigned company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.                        

Date:  September 25, 2002        Potomac Capital Investment Corporation         
on behalf of :
       PCI Netherlands Corp.
                 Potomac Nevada Investment, Inc.
    PCI Holdings, Inc.

           and with respect to: PCIN
             Hydro Trust PNI Hydro Trust
          Dutch Gas Business Trust
              (1999-1A) Dutch Gas Business
           Trust (1999-1B) Dutch Gas
          Business Trust (1999-1C)
          Dutch Gas Business Trust
             (1999-2) Dutch Gas Business
          Trust (1999-3) Dutch Gas
         Business Trust (1999-4)
          Dutch Gas Business Trust
       (1999-5) Dutch Gas II
          Business Trust (1999-1A)
             Dutch Gas II Business Trust
        (1999-1B) Dutch Gas II
         Business Trust (1999-2)
             Dutch Gas II Business Trust
       (1999-3) Dutch Gas II
         Business Trust (1999-4)
             Energie Upper Austria Trust
            Energie Salzburg Trust EAG
          Salzburg Trust EAG Upper
           Austria S Trust EAG Upper
 Austria R Trust

         By:  /s/ Leslie Zimberg
Leslie Zimberg
                           Vice President and Deputy General Counsel
                        Potomac Capital Investment Corporation

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