HOUSTON INDUSTRIES INC
U-57, 1996-05-29
ELECTRIC SERVICES
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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

                     LIGHT - SERVICOS DE ELETRICIDADE S.A.
        ...............................................................
                           (Name of foreign company)

                        HOUSTON INDUSTRIES INCORPORATED
 ................................................................................
   (Name of filing company, if filed on behalf of a foreign utility company)

Item 1

         The name of the entity claiming foreign utility company status is
Light - Servicos de Eletricidade S.A., a Brazilian corporation ("LIGHT"), the
business address of which is Avenida Presidente Vargas, 642, 16th to 19th
Floors, Rio de Janeiro, Brazil.  LIGHT operates electric power generation,
transmission and distribution services in 28 municipalities of the state of Rio
de Janerio, Brazil.  

         Based on information furnished by the Banco Nacional de
Desenvolvimento Economico e Social (BNDES), the following is a summary
description of the facilities used by LIGHT for the generation, transmission,
and distribution of electric energy for sale:

         LIGHT has a total nominal installed generation capacity of
         approximately 719 MW.  LIGHT'S transmission system is composed of 230
         Kv and 138 Kv tension lines having a total length of approximately
         2,200 Km.  LIGHT's distribution system covers 28 municipalities in a
         10,970 sq. Km area.  As of June 30, 1995, LIGHT served a total of
         approximately 2,700,000 customers.

         Based on information furnished by BNDES, the only person currently
known to hold directly or indirectly five percent (5%) or more of any class of
voting securities of LIGHT is Centrais Eletricas Brasileiras, S.A., a Brazilian
corporation ("Eletrobras").  The shares of LIGHT owned by Eletrobras have been
deposited in a special privatization fund pending their sale pursuant to a
public auction ("Auction").  The sale of shares sold in the Auction is expected
to be completed on May 30, 1996.  Following closing of the Auction,
approximately 50% of the shares of





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<PAGE>   2

LIGHT will be held directly or indirectly by a consortium of investors comprised
of subsidiaries or affiliates of the following corporations:  Houston Industries
Energy, Inc. (11%) ("HI Energy"), The AES Corporation (11%), Electricite de
France (11%), Companhia Siderugia Nacional (8%) and BNDES Participacoes S.A.
(9%).
        
Item 2

         The name of the domestic associate public-utility company is Houston
Lighting & Power Company, a Texas corporation ("HL&P").  The holding company of
HL&P is Houston Industries Incorporated, a Texas corporation ("HI").  HI owns
all of the outstanding voting stock of HL&P and HI Energy.  HI Energy owns,
directly or indirectly, all of the outstanding voting stock of Houston
Industries Energy - Cayman, Inc., a Cayman Island corporation ("HIE-Cayman").
Subject to the satisfaction of certain conditions relating to the Auction, it
is anticipated that HIE Cayman will acquire approximately 11% of the
outstanding voting stock of LIGHT.  No portion of the purchase price for the
shares held by HIE-Cayman in LIGHT will be paid by HL&P.





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<PAGE>   3

Exhibit 99.A

         1.      The certification of the State of Texas required under Section
                 33(a)(2) of the Public Utility Holding Company Act of 1935, as
                 amended.














                                      3

<PAGE>   4

                                   SIGNATURE

The undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.

                                      HOUSTON INDUSTRIES INCORPORATED
                                      
                                      
                                      
                                      By: /s/ MARY P. RICCIARDELLO  
                                          --------------------------------------
                                              Mary P. Ricciardello
                                              Vice President and Comptroller
                                              (Principal Accounting Officer)



Date:  May 28, 1996












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<PAGE>   5
                              INDEX TO EXHIBITS



99.A --         The certification of the State of Texas required under Section
                33(a)(2) of the Public Utility Holding Company Act of 1935, as
                amended.














                                      


<PAGE>   1


                                                                    Exhibit 99.A







                       CERTIFICATE OF THE STATE OF TEXAS
                         UNDER SECTION 33(a)(2) OF THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935









<PAGE>   2
                                                                    Exhibit 99.A



                               November 12, 1992



Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C.  20549

Dear Mr. Katz:

         Houston Lighting & Power Company (HL&P), a subsidiary of Houston
Industries Incorporated (HII), a Texas corporation, has advised this Commission
that HII is considering participation in the privatization of EDELAP S.A., an
Argentine public utility company (EDELAP) and that HII may in the future
consider participation in other such activities with respect to foreign public
utility companies.  In connection with such activities, HL&P has requested that
the Public Utility Commission of Texas (the Commission) provide to you the
certification contemplated in Section 33(a)(2) of the Public Utility Holding
Company Act of 1935 (15 U.S.C. 79 et. seq.), which section was added to that
Act by Section 715 of the Energy Policy Act of 1992.

         As the State Commission having jurisdiction over the retail electric
rates of HII's public utility subsidiary, HL&P, please be advised that this
Commission:

         (i)     has the authority and resources to protect the ratepayers of
                 HL&P; and

         (ii)    intends to exercise such authority.

         This certification is considered applicable with respect to an
acquisition of an interest in EDELAP and as to other foreign utility companies
in which HII seeks to obtain an ownership interest, but such certification is
expressly conditioned on and is subject to being revised or withdrawn by this
Commission as to any future acquisition.  Houston Lighting & Power Company has
represented that they will timely inform this Commission of any efforts by HII
to seek an ownership interest in other foreign utility companies.


                                           Sincerely,
                                           
                                           
                                           
                                           /s/ ROBERT W. GEE
                                           --------------------------------
                                               Robert W. Gee
                                               Chairman



BJS/sh
cc:      William C. Weeden
         Office of Public Utility Regulation
         Securities and Exchange Commission







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