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 (the "Act")
ECK Generating, s.r.o.
(NAME OF FOREIGN UTILITY COMPANY)
TECO Power Services Corporation
702 North Franklin Street
Tampa, Florida 33602
(NAME AND ADDRESS OF FILING COMPANY)
Communications regarding this Notice should be addressed to the following
persons:
Sheila M. McDevitt, Esq. Judith A. Center, Esq.
Vice President and General Kathleen A. Foudy, Esq.
Counsel Skadden, Arps, Slate, Meagher
TECO Energy, Inc. & Flom LLP
702 North Franklin Street 1440 New York Avenue, N.W.
Tampa, Florida 33602 Washington, D.C. 20005
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 OR MORE
OF ANY CLASS VOTING SECURITIES OF THE FOREIGN UTILITY COMPANY AND
DESCRIBE THE AMOUNT AND NATURE OF THE INTEREST.
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TECO Power Services Corporation, a Florida corporation ("TPS"), acting
on behalf of ECK Generating, s.r.o., a limited liability company organized under
the laws of the Czech Republic ("ECKG"), hereby notifies the Commission,
pursuant to Section 33(a) of the Act and Rule 57 thereunder, that ECKG is a
"foreign utility company" ("FUCO") within the meaning of Section 33(a) of the
Act, and hereby claims for ECKG the status of a FUCO under the Act.
ECKG 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
ECKG nor any of its subsidiary companies is or will be a public utility
operating in the United States.
A Notification of FUCO status was previously filed on behalf of ECKG
on May 15, 1997.
NAME AND BUSINESS ADDRESS
ECK Generating, s.r.o.
272 03 Kladno
Dubska-Teplarna
Czech Republic
DESCRIPTION OF FACILITIES
Applicant will own and operate facilities now being developed and will
lease and operate other facilities, all of which are in Kladno, Czech Republic,
that will be used for the generation and associated transmission and
distribution of electric energy for sale (together, the "Facility"). The leased
facilities consist of 28 MW of electrical generating capacity, including a
coal-fired boiler, water pumping station and related piping and water storage
tanks, one condensing extraction steam turbine-generator unit, one back pressure
turbine generator unit, and associated transformer, switch gears, and cabling
used to effect retail sales. Applicant will own and operate additional adjacent
facilities, now being developed, that will increase the Facility's net electric
capacity to approximately 344 MW, consisting of a 250 MW coal-fired steam
generating plant, a 66 MW gas-fired combustion turbine, plus associated
transformers and switchgear, and two sub-interconnection lines connecting the
power station to two different substations. Rehabilitation of the leased
facilities and construction of the additional facilities is currently underway.
Applicant will sell power provided by the Facility to wholesale customers, and
to certain industrial customers located outside the United States. Applicant
will also sell products incidental to, or by-products, of the Facility's
generation of electric power, such as steam and water.
2
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OWNERSHIP
Matra Powerplant Holdings B.V., a Netherlands company ("Matra"), holds
an eighty-nine percent (89%) equity interest in ECKG. Stredoceska Energeticke,
a.s., a Czech joint-stock company, which is one of the eight Czech Republic
government-owned regional electricity distribution companies and which operates
in the Central Bohemia region of the Czech Republic, holds an 11% equity
interest in ECKG.
The ownership of Matra is as follows:
(a) Nations Kladno B.V., a Netherlands company ("NK"), has acquired a
thirty percent (30%) equity interest in Matra and is owned (i) fifty
percent (50%) by Nations Energy Holland Holding B.V., a Netherlands
company ("NEHH"), a wholly-owned subsidiary of Nations Energy Corp., a
Florida corporation ("NEC"), which is an indirect wholly-owned
subsidiary of UniSource Energy Corporation, an Arizona corporation
("UniSource"), which is an exempt holding company under the Act; and
(ii) fifty percent (50%) by TM Czech Power L.L.C., a Delaware limited
liability company ("TMCP"), and a wholly-owned subsidiary of TM Power
Ventures L.L.C., a Delaware company ("TMPV"), which is a subsidiary of
TPS and Mosbacher Power Partners, L.P., a Delaware limited
partnership. TPS is a wholly-owned subsidiary of TECO Energy, Inc., a
Florida corporation ("TECO"), which is an exempt holding company.
(b) Kladno Power (No. 2) B.V., a Netherlands company ("Kladno Power"),
holds a 50% equity interest in Matra. Kladno Power is a wholly-owned
subsidiary of NRG Energy, Inc., a Delaware corporation ("NRG"). NRG is
an indirect, wholly-owned subsidiary of Northern States Power Company
(Minnesota), a Minnesota corporation ("NSP"), which is an exempt
holding company.
(c) El Paso Kladno B.V., a Netherlands company, ("El Paso Kladno"),
holds a 20% equity interest in Matra. El Paso Kladno is a direct,
wholly-owned subsidiary of El Paso Energy International Company, a
Delaware corporation ("El Paso International"). El Paso International
is a wholly-owned subsidiary of El Paso Energy Corporation, a Delaware
corporation.
3
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ITEM 2
STATE THE NAME OF ANY DOMESTIC ASSOCIATE 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.
As noted above, Matra holds an 89% equity interest in ECKG. Nations
Kladno B.V. holds a 30% equity interest in Matra, and is owned fifty percent
(50%) by NEHH, which is a direct wholly-owned subsidiary of NEC. NEC is an
indirect wholly-owned subsidiary of UniSource, a public utility holding company
and the owner of Tucson Electric Power Company ("Tucson Electric"), an Arizona
corporation, which is a domestic public utility company. Thus, Tucson Electric
is a domestic public utility company that is an associate company of ECKG. No
portion of the purchase price for ECKG was paid by Tucson Electric, and there is
no present or contemplated contractual relationship between ECKG and Tucson
Electric.
The remaining fifty percent (50%) of NEHH is owned by TMCP, a
wholly-owned subsidiary of TMPV, which is owned by TPS and Mosbacher Power
Partners, L.P. TPS is a wholly-owned subsidiary of TECO, which wholly owns Tampa
Electric Company, a Florida corporation ("Tampa Electric") and a domestic public
utility company. Thus, Tampa Electric is a domestic public utility company that
is an associate company of ECKG. No portion of the purchase price for ECKG was
paid by Tampa Electric, and there is no present or contemplated contractual
relationship between ECKG and Tampa Electric.
Kladno Power, a wholly-owned subsidiary of NRG, holds a 50% equity
interest in Matra. NRG is an indirect, wholly-owned subsidiary of NSP, a public
utility company and an exempt holding company which is incorporated in
Minnesota. Northern States Power Company (Wisconsin) ("NSPW"), a wholly-owned
subsidiary of NSP, also is a public utility company. Thus, NSP and NSPW are
domestic public utility companies that are associate companies of ECKG. No
portion of the purchase price for ECKG was paid by NSP or NSPW, and there is no
present or contemplated contractual relationship between ECKG and NSP or NSPW.
4
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EXHIBIT A
State certifications, as required under Section 33(a)(2) of the Act,
have been received from the following state commissions:
Arizona Corporation Commission
Florida Public Service Commission
Michigan Public Service Commission
Minnesota Public Utilities Commission
North Dakota Public Service Commission
South Dakota Public Utilities Commission
Wisconsin Public Service Commission
The Florida Public Service Commission certification is attached
hereto; the remaining certifications are attached to the Notification of FUCO
Status filed on behalf of ECKG on May 15, 1997 and are incorporated and attached
by reference.
SIGNATURE
The undersigned company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.
TECO POWER SERVICES CORPORATION
By: /s/ Richard E. Ludwig
------------------------------------
Name: Richard E. Ludwig
Title: President
Date: March 24, 1999
5
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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
Page 2
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
Page 3
February 2, 1999
Sincerely
/s/ Joe Garcia
-------------------------------------
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
