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