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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
TECNOGUAT, S.A.
(Name of foreign utility company)
by
TECO POWER SERVICES CORPORATION
(Name of filing company)
702 North Franklin Street
Tampa, Florida 33602
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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
Tecnoguat, S.A. ("Tecnoguat"), a Sociedad Anonima ("S.A.") formed in Guatemala,
is a "foreign utility company" ("FUCO") within the meaning of Section 33 of the
Act, and hereby claims for Tecnoguat the status as a FUCO under the Act.
Tecnoguat 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
Tecnoguat nor any of its subsidiary companies is or will be a public utility
operating within the United States.
ITEM 1
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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.
Name and Business Address:
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Tecnoguat S.A.
Diagonal 6, 10-01, Zona 10, Centro Gerencial Las Margaritas
Torre II, Nivel 4, Salon 4
Guatemala City, Guatemala
Description of Facilities:
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Tecnoguat was formed to own and operate a 14 MW, medium-head
hydroelectric facility ("P.H. Matanzas" or the "Project"), located in central
Guatemala, 125 kilometers north of Guatemala City. The Project consists of two
powerhouses and two dams. The Project, which is currently under development, has
a 15-year power purchase agreement with Instituto Nacional de Electrification
("INDE") for 10 MW of capacity, under a "take-or-pay" provision. The remaining 4
MW will be sold into the Guatemalan
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wholesale electricity market. Commercial operation is expected to begin during
the first-half of the year 2000.
Ownership:
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Tecnoguat is a company formed under the laws of Guatemala. Tecnoguat's
current shareholders and their share ownership in Tecnoguat are as follows:
o Grupo EGI Matanzas, S.A., a Guatemalan S.A. - 65%; and
o Inversiones JB, S.A., a Guatemalan S.A. - 35%.
EGI Guatemala, S.A., a Guatemalan S.A. owns 98.98% of Grupo EGI
Matanzas, S.A. EGI Guatemala, S.A. is owned 99.98% by MesoAmerica Power
Development, Ltd. ("MesoAmerica"), a Bermuda exempt company, limited by shares.
MesoAmerica is owned 100% by Energia Global International Ltd. ("EGI"), a
Bermuda exempt company, limited by shares. TPS International Power, Inc.
("TPSI"), a Cayman Islands corporation, will be exercising voting control over
and ultimately purchasing 35% of the outstanding voting securities of EGI. TPSI
is a 100% wholly-owned subsidiary of TPS, which is a 100% wholly-owned
subsidiary of TECO Energy, Inc. ("TECO Energy").
ITEM 2
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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.
The only domestic associate public utility company of Tecnoguat 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 Tecnoguat, nor is any such investment
or contractual relationship contemplated.
The certification of the Florida Public Service Commission, as
required under Section 33(a)(2) of the Act, is attached hereto as Exhibit A.
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The Commission is requested to mail copies of all correspondence
relating to this Notification to:
Sheila M. McDevitt, Esq.
Vice President and General Counsel
TECO Energy, Inc.
702 North Franklin Street
Tampa, Florida 33602
Kathleen A. Foudy, Esq.
Mohab T. Khattab, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Ave. NW
Washington, D.C. 20005
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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
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Name: Richard E. Ludwig
Title: President
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EXHIBIT A
[Letterhead of State of Florida Public Service Commission]
JOE GARCIA CAPITOL CIRCLE OFFICE CENTER
Chairman 2540 Shumard Oak Boulevard
Tallahassee, FL 32399-0855
(850) 413-6042
February 2, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Re: TECO Power Services Corporation, an Affiliate
Of Tampa Electric Company - Request for
Certification to the SEC Regarding Foreign
Utility Company Investments
---------------------------------------------
Dear Commissioners:
TECO Power Services Corporation (TPS), an affiliate of Tampa Electric
Company, has advised us by letter dated January 5, 1999, from R.E. Ludwig to me
(attached) that it requests certification pursuant to Section 33(a)(2) of the
Public Utility Holding Company Act of 1935, as amended (PUHCA), concerning
various investment opportunities. In order to allow TPS to compete for or take
advantage of investment opportunities in the international energy markets in a
timely manner, TPS requests that the Florida Public Service Commission
(Commission) provide a certification to the Securities and Exchange Commission
(SEC) which would allow TPS to obtain "foreign utility company" (FUCO) status
for foreign utility investments without the need for separate certification for
each investment.
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 the January 5, 1999, letter, TECO Energy requests that
certification would apply without investment-by-investment Commission review if
certain criteria are met. By letter dated January 25, 1999, from Sheila McDevitt
to Tim Devlin (attached), TPS agrees to the clarifications and modifications to
the conditions proposed in TPS' letter to the Commission dated January 5, 1999.
TECO Energy represents that no Tampa Electric Company (including Peoples Gas
System) assets, resources, funds, or other valuable consideration are required,
pledged, encumbered, liened, or are otherwise at risk in connection with TPS
investments. In addition, TECO Energy agrees to the following:
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Securities and Exchange Commission
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February 2, 1999
1. The Commission will have complete access to TPS' books and
records in English;
2. TPS will file annual reports with the Commission describing TPS'
direct and indirect ownership interests;
3. TPS will file with this Commission the same reports it is
required to file with the SEC;
4. TPS will provide notice to the Commission along with a summary
description of each investment at the time of making each
investment;
5. TPS' aggregate investments as reflected on its or its affiliates'
books and records at any point in time will not exceed 50% of
TECO Energy's consolidated retained earnings calculated as the
average of the four (4) most recent quarterly periods in TECO
Energy's Form 10- K or 10-Q, as applicable, filed with the SEC;
and
6. The annual reports filed with this Commission will show the
percentage TPS' aggregate investment represent of TECO Energy's
consolidated retained earnings as well as separated by category,
i.e., FUCOs, EWGs (foreign and domestic), and other.
Finally, if a TPS investment does not meet the criteria set forth above, TECO
Energy states that TPS will seek a specific certification from this Commission
with respect to such investment. For these reasons, TECO Energy asserts that the
investments contemplated under this certification 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 SEC that it has the authority and
resources to protect Tampa Electric Company ratepayers with respect to the
investments contemplated under this request for certification, directly or
indirectly through its affiliates, and that this Commission intends to exercise
its authority with respect to TPS' proposed investments. Further this
certification is valid for three (3) years from the date of this letter at which
time TPS can petition to have the certification renewed. Finally, it should be
noted this Commission is authorized by Section 33(a)(2) to withdraw or revise
its certification prospectively as to any future acquisitions should it deem
such action necessary.
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Securities and Exchange Commission
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February 2, 1999
Sincerely
/s/ Joe Garcia
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Joe Garcia
Chairman
JG:ALM
Attachments
cc: All Commissioners
William D. Talbott, Executive Director
Dr. Mary Bane, Deputy Executive Director
Robert D. Vandiver, General Counsel
TECO Power Services Corporation
TECO Energy, Inc.
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[Letterhead of TECO Energy, Inc.]
January 25, 1999
Timothy J. Devlin
Director, Division of Auditing and Financial Analysis
Florida Public Service Commission
2540 Shumard Oak Boulevard
Tallahassee, Florida 32399-0850
Re: TECO Power Services Corporation's FUCO Status Request
Dear Mr. Devlin:
This letter confirms our recent discussions in which TECO Power
Services Corporation ("TPS") agreed to your suggested clarifications and
modifications to the conditions for the Commissions' blanket certification to
the SEC which deviate from those conditions proposed in TPS's letter to the
Commission dated January 5, 1999 (the "Letter"). Specifically, those
clarifications and modifications to which TPS agrees are: (i) clarifying that
TPS's books and records to which the Commission has access as referred to in
paragraph 3 of the Letter be in English; (ii) requiring that the annual reports
to be filed with the Commission as identified in paragraph 4 of the Letter
include the same reports TPS files with the SEC and also include the percentage
of its investments as related to TECO Energy's consolidated retained earnings
identified by category, such as FUCO's, EWG's (foreign and domestic), and
others; (iii) that the aggregate investments being measured shall include
foreign utility companies, domestic as well as foreign EWG's, QF's and other
electric utility businesses; and (iv) that the certification to the SEC granted
by the Commission will be valid for a period of three (3) years from the date of
issuance, at which time TPS may seek renewal.
This is my understanding of the matters that we discussed and to which
we agreed. If this requires further clarification or discussion, please contact
me directly at (813) 228-1804.
Sincerely,
/s/ Sheila M. McDevitt
----------------------------------------
Sheila M. McDevitt
Vice President and General Counsel
SMM:at
