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
EUROGEN C.V.
(Name of foreign utility company)
by
HUNTSMAN ICI CHEMICALS LLC
(Name of filing company)
500 Huntsman Way
Salt Lake City, Utah 84108
Huntsman ICI Chemicals LLC, a Delaware limited liability company
("Huntsman"), 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 Eurogen C.V. ("Eurogen"), a commanditaire
venootschap (limited partnership) formed in The Netherlands, is a "foreign
utility company" ("FUCO") within the meaning of Section 33 of the Act, and
hereby claims for Eurogen the status as a FUCO under the Act.
Eurogen 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 Eurogen nor any of its subsidiary companies is or will be a public
utility operating within the United States.
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 (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:
Eurogen C.V.
Merseyweg 10
3197 KG Botlek Rotterdam
The Netherlands
Description of Facilities:
Eurogen was formed to own and operate a cogeneration facility (the
"Project"), located in Botlek Rotterdam, The Netherlands. The Project
includes two 38 megawatt gas-fired type GE, Frame 6 turbines. The Project
also includes one 4.5 megawatt steam-fired turbine. There are no
distribution assets.
Ownership:
Eurogen is a limited partnership formed under the laws of the
Netherlands. Eurogen's current owners and their partnership interests in
Eurogen are as follows:
o Loofbeen B.V., a private limited liability company formed in
the Netherlands - 44.75% limited partnership interest. Loofbeen
B.V. is a direct subsidiary of Air Liquide Industrie B.V.
o GEB Warmtekracht B.V., a private limited liability company
formed in the Netherlands - 44.75% limited partnership
interest. GEB Warmtekracht is a direct subsidiary of N.V.
Eneco.
o Lyondell Chemie Utilities B.V., a private limited liability
company formed in the Netherlands - 4.75% limited partnership
interest. Lyondell Chemie Utilities B.V. is a direct subsidiary
of Lyondell Chemical Nederland Ltd.
o ICI Iota B.V., a private limited liability company formed in
the Netherlands - 4.75% limited partnership interest. ICI Iota
B.V. is a direct subsidiary of ICI Holland B.V. It is
anticipated that on or about June 30, 1999, Huntsman ICI
Chemicals LLC will acquire beneficial ownership of 100% of the
equity interest in ICI Holland B.V. pursuant to an agreement
between the parent entities of Huntsman ICI Chemicals LLC and
ICI Holland B.V., which would result in ICI Holland B.V.
constituting a subsidiary of Huntsman ICI Chemicals LLC. In the
event that the closing of the transactions contemplated by such
agreement does not occur, Huntsman ICI Chemicals LLC will not
acquire beneficial ownership of 100% of the equity interest in
ICI Holland B.V. and ICI Holland B.V. will not constitute a
subsidiary of Huntsman ICI Chemicals LLC.
o Steamelec B.V., a private limited liability company formed in
the Netherlands - 1% limited partnership interest. Affiliates
of Loofbeen B.V., GEB Warmtekracht B.V., Lyondell Chemie
Utilities B.V., and ICI Iota B.V. each own 25% of Steamelec
B.V.
ITEM 2
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.
There are no domestic associate public utility companies of Eurogen.
The Commission is requested to mail copies of all correspondence
relating to this Notification to:
Robert B. Lence, Esq.
Huntsman ICI Chemicals LLC
Executive Vice President, General
Counsel and Secretary
500 Huntsman Way
Salt Lake City, Utah 84108
Judith A. Center, Esq.
Kathleen A. Foudy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Ave. NW
Washington, D.C. 20005
SIGNATURE
The undersigned company has duly caused this statement to be signed
on its behalf by the undersigned officer thereunto duly authorized.
HUNTSMAN ICI CHEMICALS LLC
By:/s/ Samuel D. Scruggs
---------------------------------------
Name: Samuel D. Scruggs
Title: Manager, Assistant Secretary
Date: June 29, 1999