TECO POWER SERVICES CORP /FL/
U-57, 1998-09-10
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                               UNITED STATES 
                     SECURITIES AND EXCHANGE COMMISSION 
                          WASHINGTON, D.C.  20549 
  
  
                                 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 
  
  
                    EMPRESA ELECTRICA DE GUATEMALA, S.A. 
                     (Name of foreign utility company) 
  
  
  
                                     by 
  
  
                      TECO POWER SERVICES CORPORATION 
                          (Name of filing company) 
  
                         702 North Franklin Street 
                           Tampa, Florida  33602 
  

           TECO Power Services Corporation, a Florida corporation ("TPS"),
 hereby files with the Securities and Exchange Commission (the "Commission")
 pursuant to Section 33 of the Public Utility Holding Company Act of 1935,
 as amended (the "Act"), this Form U-57 for the purpose of notifying the
 Commission that Empresa Electrica de Guatemala, S.A. ("EEGSA") is a
 "foreign utility company" ("FUCO") within the meaning of Section 33 of the
 Act, and hereby claims for EEGSA the status as a FUCO under the Act. 
  
           EEGSA 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 EEGSA nor any of its subsidiary companies is or will be a public
 utility operating within the United States. 
  
  
 ITEM 1 
  
           NAME.  The name of the entity claiming foreign utility company
 status is Empresa Electrica de Guatemala, S.A., a Guatemalan corporation. 
  
           BUSINESS ADDRESS.  EEGSA's business address is 6a Avenida 8-14
 Zona 1, Guatemala City, Guatemala 01001. 
  
           DESCRIPTION OF FACILITIES.  EEGSA is Guatemala's principal
 electric distribution company and serves more than 500,000 customers and
 all of the major metropolitan market areas in Guatemala.  Facilities owned
 by EEGSA consist of 205 kilometers of 230 kv transmission lines, 450
 kilometers of 69 kv lines and 5300 kilometers of 13.8kv distribution lines. 
 EEGSA also owns a total of 41 transformer substations ranging from 69kv to
 13.8 kv. 
  
           OWNERSHIP.  Distribucion Electrica de Guatemala, S.A., a
 Guatemalan corporation ("DECA"), owns 80% of the shares of EEGSA.  The
 Government of Guatemala and private owners in Guatemala respectively own
 16.1% and 3.9% of the shares of EEGSA.  Through its wholly owned
 subsidiaries, Iberdrola Energia, S.A., a corporation organized under the
 laws of Spain, has a 49% ownership interest in DECA.  Similarly, through
 its wholly owned subsidiaries, Electricidade de Portugal, S.A., a utility
 corporation organized under the laws of Portugal, has a 21% ownership
 interest in DECA.  Finally, TPS de Ultramar Guatemala, S.A., a Guatemalan
 corporation ("TPS Ultramar"), owns the remaining 30% ownership interest in
 DECA.  TPS de Ultramar, Ltd., a Cayman Islands company ("TPS Ultramar
 Ltd"), and TPS International Power, Inc., a Cayman Islands company ("TPS
 International"), respectively own 99% and 1% of the shares of TPS Ultramar. 
 TPS Ultramar Ltd is a wholly owned subsidiary of TPS International.  TPS
 International is a wholly owned subsidiary of TPS which is itself a wholly
 owned subsidiary of TECO Energy, Inc., a Florida corporation and an exempt
 public utility holding company under section 3(a)(1) of the Act. 
  
  
 ITEM 2 
  
           DOMESTIC ASSOCIATE PUBLIC-UTILITY COMPANIES.  The only domestic
 associate public utility company of EEGSA is Tampa Electric Company ("Tampa
 Electric") which is a direct wholly-owned subsidiary of TECO Energy.  Tampa
 Electric has not made an investment in and does not have any contractual
 relationship with EEGSA, nor is any such investment or contractual
 relationship contemplated. 
  
           STATE COMMISSION CERTIFICATION.  The certification of the Florida
 Public Service Commission, as required under Section 33(a)(2) of the Act,
 is attached hereto as Exhibit A.  
  

  
           The Commission is requested to mail copies of all correspondence
 relating to this Notification to: 
  
      Sheila M. McDevitt, Esq. 
      TECO Power Services Corporation 
      c/o TECO Energy, Inc. 
      Vice President and Assistant General Counsel 
      702 North Franklin Street 
      Tampa, Florida 33602 
  
      Glenn J. Berger 
      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. 
  
  
                          TECO POWER SERVICES CORPORATION 
  
  
                          By:   /s/ Richard E. Ludwig
                             _________________________________
                             Name: Richard E. Ludwig 
                             Title: President 
  
  
 Dated:    September 10, 1998 






                    [Letterhead of the State of Florida 
                         Public Service Commission]          
                                               
 Commissioners:                             General Counsel 

 Julia L. Johnson, Chairman                 Robert D. Vandiver 
 J. Terry Deason                            (850) 413-6248 
 Susan F. Clark 
 Joe Garcia 
 E. Leon Jacobs, Jr. 
  
                                         September 10, 1998 
  
 Securities and Exchange Commission 
 Judiciary Plaza 
 450 Fifth Street, NW 
 Washington, DC  20549 
  
      RE:  TECO Power Services Corporation, an Affiliate of Tampa Electric
           Company - Application under the Public Utility Holding Company
           Act of 1935 Regarding Investments in Foreign Utility Companies 
  
 Dear Commissioners: 
  
      TECO Power Services Corporation (TPS), an affiliate of Tampa Electric
 Company, has advised us by letter dated September 8, 1998, from R.E. Ludwig
 to Chairman Johnson that it requests certification, pursuant to Section
 33(a)(2) of the Public Utility Holding Company Act of 1935, as amended
 (PUHCA), concerning its pending purchase of electric transmission and
 distribution facilities located in Guatemala.  TPS has advised us that a
 response by noon on September 10, 1998, is required to meet its obligations
 to its partners and the terms of the international bid.  TPS recognizes
 that this time frame is extremely expedited and states that future requests
 will be filed in a more timely fashion. 
  
      Tampa Electric Company is a domestic public utility subject to the
 jurisdiction of this commission regarding retail rates, securities
 issuances, and certain other matters.  Both Tampa Electric Company and TPS
 are wholly-owned subsidiaries of TECO Energy, Inc., an exempt public
 utility holding company under Section 3(a)(1) of PUHCA. 
  
      In a letter dated September 8, 1998, from Alan Oak to Chairman Johnson
 (attached), TECO Energy, Inc. represents that no assets, resources, funds
 or other valuable consideration of Tampa Electric Company are involved,
 required, pledged, encumbered, liened or are otherwise at risk in
 connection with TPS' investment in Empresa Electrica de Guatemala, S.A.
 (EEGSA).  In addition, TECO Energy, Inc. states that the Commission will
 have complete access to the records of TPS' foreign utility company
 investments and that it will file annual reports regarding TPS' ownership
 interests in foreign utility companies with this Commission.  Further, TECO
 Energy, Inc. states that the EEGSA investment will represent less than
 three and one-half percent of TECO Energy's assets.  For these reasons,
 TECO Energy, Inc. asserts that such investment will not adversely affect
 the interests of Tampa Electric Company's ratepayers. 
  
      These assurances notwithstanding, it should be noted that Tampa
 Electric Company's equity ratio has been an ongoing concern.  Investments
 made by affiliates in foreign utility companies in which the equity ratio
 is significantly less than the equity ratio maintained at the utility level
 may have an impact on Tampa Electric Company's financial profile.  The
 Commission has the authority to make the necessary adjustments to insulate
 the utility. 
  
      Based upon the foregoing representations and conditions, the Florida
 Public Service Commission certifies to the Securities and Exchange
 Commission (SEC) that it has the authority and resources to protect Tampa
 Electric Company's ratepayers with respect to this proposed investment in
 EEGSA, directly or indirectly through its affiliates, and that this
 Commission intends to exercise its authority with respect to TPS' proposed
 investment.  This certification is limited to this transaction only. 
  
                               Sincerely, 
  

                               /s/ Robert D. Vandiver
                               --------------------------
                               Robert D. Vandiver 
                               General Counsel 
  
 RDV:RVE 
 Attachment 
  
 cc:  All Commissioners 
      William D. Talbott, Executive Director 
      Dr. Mary Bane, Deputy Executive Director 
      TECO Power Services Corporation 
      TECO Energy, Inc.





                     [LETTERHEAD OF TECO ENERGY, INC.] 
  
  
  
                               September 8, 1998 
  
 Julia L. Johnson, Chair 
 Florida Public Service Commission 
 Capital Circle Office Center 
 2540 Shumard Oak Boulevard 
 Tallahassee, Florida 32399-0850 
  
      Re:  Investment by TECO Power Services Corporation ("TPS") in Empresa
           Electrica de Guatemala, S.A. ("EEGSA"), a Guatemalan electric
           distribution company 
  
 Dear Chairman Johnson: 
  
      This letter from TECO Energy, Inc. is in support of the request of
 TECO Power Services Corporation seeking certification from the Florida
 Public Service Commission (the "Commission") to the Securities and Exchange
 Commission ("SEC") pursuant to Section 33(a)(2) of the Public Utility
 Holding Company Act of 1935 ("PUHCA").  The purpose of this certification
 is to support TPS's notice filing to the SEC to obtain a "foreign utility
 company" exemption for the benefit of TECO Energy, Inc., an exempt holding
 company under PUHCA.  The effect of such exemption is to allow TECO Energy,
 Inc. to maintain its exempt status under section 3(a)(1) of PUHCA. 
  
      It is my understanding that the purpose of the Commission's
 certification is to indicate to the SEC that the Commission has the
 authority and resources to protect Tampa Electric Company ratepayers with
 respect to investments to be made by TPS, directly or indirectly through
 its affiliates in foreign utility companies, and that the Commission
 intends to exercise that authority.  In order to provide you with support
 for that certification, TECO Energy, Inc. represents that no assets,
 resources, funds or other valuable consideration of Tampa Electric Company
 are involved, required, pledged, encumbered, liened or are otherwise at
 risk in connection with TPS' indirect investment in EEGSA.  Further, TECO
 Energy, Inc. represents that such investment will not adversely affect the
 interests of Tampa Electric Company's rate-payers. 
  
      Although TPS has been investing in international generation projects
 since 1995, such generation projects do not require the same type of
 exemption.  Generation projects are treated as exempt wholesale generators
 ("EWG") which certification is obtained from the Federal Energy Regulatory
 Commission.  Since the investment in EEGSA is a distribution company making
 retail sales, the 1992 Energy Policy Act amendments to PUHCA, makes
 available a foreign utility company exemption to facilitate these
 investments. 
  
      This investment, as with all of the investments made by TPS, will be
 an equity investment by TECO Energy, Inc. in a Guatemalan project investing
 entity (through a series of Cayman Islands companies and a Guatemalan
 company) owned by TPS and its partners, Iberdrola, S.A. of Spain, and 
 Electricidade de Portugal, S.A. of Portugal.  The project investing company
 will acquire 80% of the shares of EEGSA.  The project investing entity has
 obtained non-recourse bridge financing for a two (2) year period from
 NationsBank, which is secured by a pledge of the EEGSA shares.  Except for
 TECO Energy, Inc.'s guarantee of the interest payments during the term of
 the loan, the project is non-recourse to TECO Energy, Inc. and has no
 impact whatsoever on Tampa Electric Company.  The TPS projects are
 purposely structured to avoid any pledge of assets other than those
 belonging to the project involved. 
  
      TECO Energy, Inc. respectfully requests your favorable consideration
 of TPS' request on an expedited basis so as to meet its obligations to its
 partners and the terms of the international public bid. 
  
                               Sincerely yours, 
  
                               TECO Energy, Inc. 
  

                               /s/ A.D. Oak
                               -------------------------------
                               A.D. Oak 
                               Executive Vice President and 
                               Chief Operating Officer





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