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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-33-S
ANNUAL REPORT CONCERNING FOREIGN UTILITY COMPANIES
Filed under Section 33(e) of the
Public Utility Holding Company Act of 1935, as amended
For the fiscal year ended December 31, 1997
Filed pursuant to the Public Utility Holding Company Act of 1935 by
Texas Utilities Company
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
This Commission is requested to mail copies of all communications relating to
this Annual Report to:
Robert A. Wooldridge
Worsham, Forsythe & Wooldridge, L.L.P.
Energy Plaza
1601 Bryan Street, 30th Floor
Dallas, Texas 75201
April 30, 1998
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Texas Utilities Company (the "Company"), a Texas corporation and an
exempt holding company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), hereby files this Annual Report pursuant to Section 33(e)
of the Act.
ITEM 1. IDENTIFY EACH FOREIGN UTILITY COMPANY, STATE ITS LOCATION AND BUSINESS
ADDRESS, AND DESCRIBE THE FACILITIES IT UTILIZES FOR THE GENERATION,
TRANSMISSION AND DISTRIBUTION OF ELECTRIC ENERGY FOR SALE OR FOR THE
DISTRIBUTION AT RETAIL OF NATURAL OR MANUFACTURED GAS. IDENTIFY EACH SYSTEM
COMPANY THAT HOLDS AN INTEREST IN THE COMPANY AND DESCRIBE THE INTEREST HELD.
Eastern Energy Limited ("Eastern Energy") is a company incorporated in the State
of Victoria, Australia. Its business address is Level 17, 452 Flinders Street,
Melbourne, Victoria, Australia.
Eastern Energy is a wholly owned subsidiary of Texas Utilities Australia Pty Ltd
("TUA"). TUA is a wholly owned subsidiary of the Company.
TUA is located in Melbourne, Australia. Its business address is Level 49, 525
Collins Street, Melbourne, Victoria, Australia.
TUA does not directly own any facilities for the generation, transmission or
distribution of electric energy.
Eastern Energy is engaged in the distribution and retailing of electric energy
for sale in the State of Victoria, Australia. For this purpose, Eastern Energy
has been issued a distribution license and retail licenses under the Electricity
Industry Act 1993 (Vic.). Eastern Energy's distribution network primarily
consists of (i) subtransmission 66kV closed loops supplied from the main grid
terminal station busses, (ii) 39 zone substations, where voltage is transformed
from 66 kV to supply 22 kV, and (iii) 46,000 distribution substations or
transformers, where voltage is transformed to 415/240 V. Eastern Energy has
eight connections with GPU PowerNet. The majority of the network is constructed
as an overhead system.
Eastern Energy has approximately 2,000 km of 66kV overhead lines, 26,000 km of
22kV, 12.7 kV, 11 kV and 6.6 kV overhead and underground distribution feeders,
9,000 km of overhead and underground low voltage lines, and 319,000 poles in
service. Eastern Energy has approximately 654,000 meters in service for the
metering of electricity usage, of which approximately 21,000 are electronic and
633,000 are electro-mechanical. Eastern Energy also owns a number of properties
that are used for depots, offices, zone substations and substations.
Poles and pole structures constitute about 35% of asset values, and substations
constitute about 24% of asset values. About 95% of Eastern Energy's lines and
cables are overhead,
ANNUAL REPORT CONCERNING FOREIGN UTILITY COMPANIES - PAGE 2
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and 70% of the poles are made of wood. The system mainly employs steel crossarms
and porcelain insulators. Eastern Energy has rights under Section 47 of the
Electricity Industry Act of 1993 to enter upon public or private land and
construct or maintain works and take other action subject to any conditions in
its license or any code issued by the office of the Regulator-General in
Victoria. Eastern Energy holds a range of property interests, including freehold
and leasehold interests, licenses, easements, and memoranda of understanding to
grant an easement and permit access to property if required.
ITEM 2. IDENTIFY ANY DEBT OR OTHER FINANCIAL OBLIGATION OF THE FOREIGN UTILITY
COMPANY FOR WHICH THERE IS RECOURSE DIRECTLY OR INDIRECTLY TO THE REPORTING
PUBLIC-UTILITY COMPANY OR, IF THE REPORTING COMPANY IS AN EXEMPT HOLDING
COMPANY, TO ANY SYSTEM COMPANY. IDENTIFY SEPARATELY ANY DIRECT OR INDIRECT
GUARANTEE OF A SECURITY OF A FOREIGN UTILITY COMPANY BY ANY SYSTEM COMPANY.
There is currently no debt or other financial obligation of either TUA or
Eastern Energy for which there is recourse to the Company or any other
subsidiary of the Company.
On October 31, 1996, Eastern Energy entered into a term credit facility and a
working capital facility with a syndicate of banks arranged by Westpac Banking
Corporation. The term credit facility is a five-year, A$1,200,000,000 revolving
credit facility and includes a A$375,000,000 bridging component. The working
capital facility provides for borrowings totaling A$100,000,000 from participant
banks. The facilities are not secured by the charge over the property, assets
and rights of Eastern Energy. Neither TUA nor the Company has granted any
security over their assets in connection with the facilities.
In December, 1996, Eastern Energy issued US$250,000,000 of 6.75% Senior Notes
due December 1, 2006 and US$100,000,000 of 7.25% Senior Notes due December 1,
2016. The proceeds of the notes were used to repay the bridging facility. The
notes are direct, senior unsecured obligations of Eastern Energy.
On December 11, 1996, Eastern Energy agreed to make available to TUA a loan
facility of up to A$10,000,000 (the "Loan Facility"). TUA is to pay interest at
a commercial rate on the principal amount of each drawing under the Loan
Facility, as more particularly specified in each letter request. Neither the
Company nor any other subsidiary of the Company has granted any security over
its assets in connection with the Loan Facility.
On April 18, 1997 Eastern Energy entered into a Dealer Agreement with four banks
arranged by National Australia Bank, establishing an uncommitted facility
whereby Eastern Energy may issue commercial paper in aggregate amounts of up to
A$200,000,000. Liquidity support for this facility, in an amount of
A$200,000,000, is provided under an agreement dated May 5, 1997 between Eastern
Energy, National Australia Bank Ltd and Australia & New Zealand Banking Group
Ltd. This Liquidity Support Agreement has a term of 364 days but is renewable.
Neither the commercial paper or the liquidity facility is secured by the
ANNUAL REPORT CONCERNING FOREIGN UTILITY COMPANIES - PAGE 3
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charge over the property, assets and rights of Eastern Energy. Neither TUA nor
the Company, has granted any security over their assets in connection with the
commercial paper or the liquidity facility.
ITEM 3. IDENTIFY ANY SERVICE, SALES OR CONSTRUCTION CONTRACT(S) BETWEEN A
FOREIGN UTILITY COMPANY AND THE REPORTING PUBLIC-UTILITY COMPANY OR, IF THE
REPORTING COMPANY IS AN EXEMPT HOLDING COMPANY, ANY SYSTEM COMPANY. DESCRIBE THE
SERVICES TO BE RENDERED OR GOODS SOLD, AND THE FEES OR REVENUES UNDER SUCH
CONTRACT(S).
There are currently no contracts or agreements between TUA, or Eastern Energy,
and the Company or any other subsidiary of the Company. However, TUA currently
receives certain management, accounting and administrative support services from
Texas Utilities Services Inc. ("TUSI"), an indirect subsidiary of the Company.
Services are provided by TUSI at cost.
Effective October 1, 1996, TUA and Eastern Energy entered into a Management and
Technical Service Agreement for the provision of management, technical and other
services by TUA to Eastern Energy. Eastern Energy is required to reimburse TUA
for all costs and expenses reasonably incurred in connection with the provision
of those services, plus a service fee in an amount equal to ten percent of the
service costs. Pursuant to this agreement, TUA may provide these services
directly to Eastern Energy or may procure services from Company subsidiaries.
EXHIBIT A. AN ORGANIZATIONAL CHART SHOWING THE RELATIONSHIP OF EACH FOREIGN
UTILITY COMPANY TO THE REPORTING PUBLIC-UTILITY COMPANY OR, IN THE EVENT THAT
THE REPORTING COMPANY IS AN EXEMPT HOLDING COMPANY, TO SYSTEM PUBLIC UTILITY
COMPANIES.
The organizational chart showing the relationship of Eastern Energy, Ltd. to the
Company system public-utility companies is incorporated herein by reference and
attached hereto as Exhibit A.
SIGNATURE
The undersigned company has duly caused this annual report to be signed
on its behalf by the undersigned thereunto duly authorized pursuant to the
requirements of the Public Utility Holding Company Act of 1935. The signature of
the undersigned company shall be deemed to relate only to matters having
reference to such company or its subsidiaries.
TEXAS UTILITIES COMPANY
By: /s/ Peter B. Tinkham
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Peter B. Tinkham
Secretary/Assistant Treasurer
Date: April 30, 1998
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
A Organizational Chart
</TABLE>
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<TABLE>
<S> <C>
EXHIBIT A
Texas
Utilities
Company
|
|
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| |
| |
Texas Enserch
Energy Corporation
Industries, Inc. (Lone Star Gas
| Company, a Division)
| |
| |
| |
------------------------------------ |
| | | | |
| | | | |
All other Southwestern Texas Texas All other
non-Utility Electric Utilities Utilities non-Utility
TEI Service Electric Australia Enserch
Subsidiaries* Company Company Pty Ltd. Subsidiaries*
|
|
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| | | | | | | |
| | | | | | | |
TUA (No. 1) TUA (No. 2) TUA (No. 3) TUA (No. 4) TUA (No. 5) TUA (No. 6) Global Eastern
Pty Ltd. Pty Ltd. Pty Ltd. Pty Ltd. Pty Ltd. Pty Ltd. Customer Energy
| Solutions Limited
| Pty. Ltd |
| |
| |
| |
| ---------------------------------------------
| | | | | |
| | | | | |
TU East Coast East Coast Australian Enetech Eastern
Australia Power Gas Pty Ltd. Tree Pty Ltd. Facilities
(Queensland) Pty Ltd. (50%) Management Management
Pty Ltd. Pty Ltd. Pty Ltd.
</TABLE>
* The above organizational chart depicts the relationship of Eastern Energy,
Ltd. to the Company System Public Utility Companies. It does not attempt to
depict the entire utility holding company structure.
