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
Tri Energy Company Limited
_______________________________
(Name of foreign utility company)
by
EDISON MISSION ENERGY
________________________
(Name of filing company)
18101 Von Karman Avenue
Suite 1700
Irvine, California 92715-1007
<PAGE>
Item 1
Name and business address of the entity claiming foreign utility company
status
Tri Energy Company Limited
16th Floor
Grand Amarin Tower
New Petchburi Road
Ratchathewi, Bangkok
10320 Thailand
Description of the facilities used for the generation, transmission, or
distribution of electric energy for sale
The facilities used for the generation, transmission, or distribution
of electric energy for sale will consist of a 700 MW gas-fired generating
facility located in Ratchaburi Province, Thailand, and interconnection
equipment necessary to connect the facility with the company's wholesale
purchaser, the Electricity Generating Authority of Thailand.
Ownership of the Company
EME Tri Gen B.V. ("ETG") intends to acquire a 25 percent interest in
Tri Energy Company Limited ("TECO") in May, 1998. ETG is an indirect
wholly-owned subsidiary of Edison International, an exempt holding company,
as further described below.
The other partners of TECO, and their ownership shares after ETG's
acquisition, will be BANPU Gas Power Limited, with a 37.5 percent interest;
Texaco Thailand Energy Company I, with a 37.5 percent interest; and five
individuals, each holding a one percent interest: Charles G. King, Robert
S. Burton, III, Ronald L. LaRue, Martin D. Considine, and David P.
Kimbrell.
Item 2
Domestic associate public-utility company and holding company
Southern California Edison Company ("Edison") is the only domestic
public-utility company that will be an associate company of TECO. Edison
itself has no interest in TECO. Edison is a direct, wholly-owned
subsidiary company of Edison International, which is a public utility
holding company exempt from registration under section 3(a)(1)
of the Act, pursuant to Rule 2.
ETG is wholly-owned by MEC International B.V., which is wholly-owned
by Mission Energy Holdings International, Inc., which is wholly-owned by
Edison Mission Energy ("EME"). EME is wholly-owned by The Mission Group,
which is wholly-owned by Edison International.
EXHIBIT A
Documents incorporated by reference
Edison is the only associate company or affiliate of EME that is
subject to the regulation of its retail electric or gas rates by a State
commission. The California Public Utilities Commission ("PUC") is the sole
State commission with jurisdiction over the retail rates of Edison.
Section 33(a)(2) of the Act provides that an exemption under section
33(a)(1) shall not apply or be effective unless every State commission
having jurisdiction over the retail electric or gas rates of a public
utility company that is an associate company or an affiliate company of a
company otherwise exempted under section 33(a)(1) "has certified to the
Commission that it has the authority and resources to protect ratepayers
subject to its jurisdiction and that it intends to exercise its authority."
However, this requirement is deemed satisfied if the State commission had,
prior to the date of enactment of the Energy Policy Act of 1992
(October 24, 1992) "on the basis of prescribed conditions of general
applicability, determined that ratepayers of a public utility company are
adequately insulated from the effects of diversification and the diversifi-
cation would not impair the ability of the State commission to regulate
effectively the operations of such company." As contemplated by this
provision, the PUC in authorizing the creation of Edison International
(formerly SCEcorp) in 1988 considered the effect of diversification on
Edison. The PUC imposed various conditions of general applicability on the
operations of the holding company system and, based on those conditions,
determined that the ratepayers of Edison are adequately insulated from the
effects of diversification, and that diversification would not impair the
PUC's ability to regulate effectively Edison's operations.
In approving the formation of the Edison International holding company
system, the PUC imposed 15 conditions of general applicability on Edison
and the holding company. Southern California Edison Company, 90 PUR4th 45
(Cal. PUC 1988). In formulating these conditions, the PUC recognized the
primary importance of insulating Edison's ratepayers from the effect of
diversification: "The one thing we must make sure of is that the
activities of the holding company and its nonutility enterprises do not
adversely affect the ratepayers of the utility." Id. at 63. The PUC
concluded that the conditions it adopted with regard to financial controls
and reporting were "adequate to support our regulatory function" of so
insulating Edison's ratepayers. Id. Accordingly, the PUC adopted the
conclusion of its Division of Ratepayer Advocates that the general
conditions imposed upon the holding company would "[e]nsure that Edison
ratepayers are insulated from all effects of nonutility activities."
Id. at 69
Additionally, the PUC found that "given the conditions we will re-
quire, there should be no diminution of the Commission's ability to
regulate Edison effectively or Edison's ability to provide reliable utility
service at reasonable rates." Id. at 57. "The proposed reorganization is
designed to result in a corporate structure which enhances management's
ability to take advantage of nonutility business opportunities should they
arise while not diminishing the Commission's ability to effectively
regulate utility operations." Id. at 68.
Accordingly, TECO meets the criteria set forth in section 33(a) for
qualification as a "foreign utility company."
The undersigned company has duly caused this statement to be signed
on its behalf by the undersigned officer thereunto duly authorized.
By: /s/ Herbert A. Glaser
Herbert A. Glaser
Vice President and Associate General Counsel
Edison Mission Energy
18101 Von Karman Avenue, Suite 1700
Irvine, California 92715-1007
April 23, 1998
