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
TIOXIDE EUROPE, S.L.
(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 Tioxide Europe, S.L. ("Tioxide"), a sociedad
limitada formed in Spain, is a "foreign utility company" ("FUCO") within
the meaning of Section 33 of the Act, and hereby claims for Tioxide the
status as a FUCO under the Act.
Tioxide 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 Tioxide 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:
Tioxide Europe, S.L.
Poligono Industrial Nuevo Puerto, calle A, s/n
Palos de la Frontera (Huelva), Spain
Description of Facilities:
Tioxide owns a 9.5 megawatt electric generation facility located in
Palos de la Frontera (Huelva), Spain. The capacity of the gas-fired
facility does not meet the consumption requirements of its related
manufacturing facility. As a result, all energy generated by the gas-fired
facility is utilized by the related manufacturing facility save for
exceptional occasions.
Ownership:
Tioxide is a company formed under the laws of Spain. Tioxide's
current owners and their ownership interests in Tioxide are as follows:
O Huntsman ICI Espana, S.L., a sociedad limitada formed in
Spain - 100% ownership interest.
Huntsman ICI Espana, S.L. is a direct subsidiary of Huntsman ICI
Investments (Netherlands) B.V., which is a direct subsidiary of Huntsman
ICI (UK) Limited, which is a direct subsidiary of Huntsman ICI (Holdings)
UK, which is a direct subsidiary of Tioxide Group, which is a direct
subsidiary of Imperial Chemical Industries PLC.
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 Tioxide Group pursuant to an agreement between the parent
entities of Huntsman ICI Chemicals LLC and Tioxide Group, which would
result in Tioxide Group and each of its subsidiaries 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 Tioxide Group and Tioxide Group will not constitute a
subsidiary of Huntsman ICI Chemicals LLC.
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 Tioxide.
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
