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UNITED STATES
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
ON BEHALF OF
THE COGENERATION PUBLIC COMPANY LIMITED,
THAI COGENERATION COMPANY LIMITED, AND
MTP COGENERATION COMPANY LIMITED
The Commission is requested to address communications to:
Philippe Staib Jared Johnson
c/o Sithe Pacific Holdings Limited LATHAM & WATKINS
26th Floor, M. Thai Tower, All Seasons Place 1001 Pennsylvania Avenue, N.W.
87 Wireless Road Suite 1300
Lumpinee Phatumwan Washington, D.C. 20004
Bangkok 10330, Thailand
April 20, 1998
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Sithe Pacific Holdings Limited ("Sithe Pacific"), on behalf of
The Cogeneration Public Company Limited ("COCO"), Thai Cogeneration Company
Limited ("TCC") and MTP Cogeneration Company Limited ("MTP"), hereby files with
the Securities and Exchange Commission ("Commission") this Form U-57 notice
claiming exemption for COCO, TCC and MTP as "foreign utility companies" under
Section 33 of the Public Utility Holding Company Act ("PUHCA").
Sithe Pacific, an indirect subsidiary of Sithe Energies, Inc.,
a Delaware corporation, plans to acquire approximately 33.2% of the shares of
COCO. As described below, COCO develops, owns and operates various
cogeneration facilities in Thailand. COCO owns 99.99% of each of MTP and TCC,
which are each subsidiaries of COCO that own and operate certain of COCO's
generation facilities.
ITEM 1
The name of the entities claiming foreign utility company
status under Section 33(a) of PUHCA are: (1) The Cogeneration Public Company
Limited, (2) Thai Cogeneration Company Limited, and (3) MTP Cogeneration
Company Limited. The business address of each of these entities is: 29th
Floor, Grand Amarin Tower, 1550 Petchburi Road, Rachtavee, Bangkok 10320
Thailand.
COCO, MTP and TCC own, operate and develop cogeneration
facilities in the Map Ta Phut Industrial Estate, Muang District, Rayong,
Thailand. Currently, a water treatment facility (plus steam production) and a
300 MW power plant are completed and in operation. A
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third phase ("COCO III") of generation facilities is being developed which,
when completed, will have an aggregate nameplate capacity of approximately 470
MW. In addition to these generation facilities, COCO owns and operates
integrated transmission facilities within the Map Ta Phut Industrial Estate.
COCO, MTP and TCC make sales from their generation facilities
to industrial customers in Thailand. COCO also supplies electricity to the
Electricity Generating Authority of Thailand ("EGAT"). COCO, MTP and TCC
derive no part of their 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, within the United States. COCO, TCC
and MTP are not public-utility companies operating in the United States.
Upon the consummation of Sithe Pacific's investment, there
will be five entities that hold more than 5% of any class of voting securities
in COCO and its subsidiaries, MTP and TCC. Those entities, and their
respective equity interests (after Sithe Pacific's acquisition) are:
1. Banpu Public Company Limited, a publicly-listed Thai company
(34.05%);
2. Sithe Pacific Holdings Limited, a British Virgin Islands
corporation (33.62%);
3. Imatran Voima Oy, a Finnish corporation (7.42%);
4. Nordic Power Invest AB, a Swedish corporation (7.42%); and
5. Public shareholders (traded on the Stock Exchange of Thailand)
(17.49%).
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ITEM 2
COCO, TCC and MTP are not associate companies, as defined in
Section 2(a) of PUHCA, of any domestic public-utility company.
EXHIBIT A
The requirement for State commission certification set forth
in Section 33(a)(2) of PUHCA is not applicable to this notification, because
COCO, TCC and MTP are not associate companies, or affiliate companies, of any
domestic public-utility company.
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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.
SITHE PACIFIC HOLDINGS LIMITED
By: /s/ Philippe Staib
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Philippe Staib, Chairman
Dated: April 20, 1998
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