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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, 1999
Filed pursuant to the
Public Utility Holding Company Act of 1935 by
SEMPRA ENERGY
101 Ash Street
San Diego, California 92101
The Commission is requested to mail copies of all
communications relating to this Annual Report to:
John R. Light
Executive Vice President and General Counsel
Sempra Energy
101 Ash Street
San Diego, California 92101
Sempra Energy, a California corporation ("Sempra"), is a public
utility holding company exempt from the Public Utility Holding Company
Act of 1935, as amended (the "Holding Company Act"), by order of the
Securities and Exchange Commission, (the "Commission") pursuant to
Section 3 (a) (1) thereof. Sempra is the ultimate parent company of
Southern California Gas Company ("SoCalGas") and San Diego Gas &
Electric Company ("SDG&E"). SoCalGas and SDG&E are the only subsidiary
companies within Sempra's holding company system that are public
utility companies.
On behalf of SoCalGas and SDG&E and pursuant to Section 33 (e) of
the Holding Company Act, Sempra hereby files with the Commission this
Annual Report concerning Foreign Utility Companies on Form U-33-S for
the fiscal year ended December 31, 1999.
All terms used in this Annual Report shall have the same meanings
as in the Holding company Act and the rules and regulations thereunder.
Item 1 - Identification of Foreign Utility Companies.
A. Sempra indirectly holds interests in Camuzzi Gas Pampeana S.A.
("Pampeana") and Camuzzi Gas del Sur S.A. ("Sur"), foreign utility
companies having respective business addresses as follows:
Camuzzi Gas Pampeana S.A.
Av. Alicia Moreau de Justo 240 (formerly Av. Davila)
Dique 2
(1107) Capital Federal, Argentina
Camuzzi Gas del Sur S.A.
Av. Alicia Moreau de Justo 240 (formerly Av. Davila)
Dique 2
(1107) Capital Federal, Argentina
Sempra's interests in Pampeana and Sur are held through Sempra
Energy International Chile Holdings I B.V., an indirect wholly-owned
subsidiary of Sempra. It owns approximately 21.5% of the outstanding
common stock of each of Sodigas Pampeana S.A. and Sodigas Sur S.A.
which, in turn, respectively own approximately 70% of the outstanding
common stock of Pampeana and 90% of the outstanding common stock of
Sur. The direct and other indirect subsidiaries (none of which is a
public utility company) of Sempra through which such interests are held
are indicated on Exhibit A to this Annual Report.
Pampeana and Sur hold exclusive concessions from the Argentine
Government to distribute natural gas in each of two contiguous regions
of Argentina. Neither company derives any part of its income, directly
or indirectly, from the generation, transmission, or distribution of
electric energy for sale or the distribution of natural or manufactured
gas for heat, light or power within the United States of America, and
neither company nor any of its subsidiary companies is a public utility
company operating in the United States of America.
Pampeana derives most of its income from the distribution at
retail of natural or manufactured gas to industrial, commercial and
residential customers within the Provinces of La Pampa and Buenos Aires
(including certain portions of the metropolitan region of the city of
Buenos Aires) in the Republic of Argentina. This region includes the
cities of La Plata, Mar del Plata and Bahia Blanca.
Sur derives most of its income from the distribution at retail of
natural or manufactured gas to industrial, commercial and residential
customers within the Province of Neuquen, Rio Negro, Chubut, Santa Cruz
and Tierra del Fuego in the Republic of Argentina.
The respective facilities used by Pampeana and Sur for the
distribution at retail of natural or manufactured gas consist of
transportation and distribution lines, meters, pumps, valves and
pressure and flow controllers.
B. Sempra indirectly holds a 60% interest in Distribuidora de Gas
Natural de Mexicali, S. de R.L. de C.V ("DGN Mexicali"), a foreign
utility company having its business address as follows:
Distribuidora de Gas Natural de Mexicali, S. de R.L. de C.V.
Blvd. Venustiano Carranza No. 200
Colonia Plutarco Elias Calles
Mexicali, Baja California
Mexico
Sempra's interest in DGN Mexicali is held through Sempra Energy
Mexico, S.A. de C.V. and Pacific Enterprises International Canada Ltd.,
each of which is an indirect subsidiary of Sempra and owns a 30%
interest in DGN Mexicali. The direct and other indirect subsidiaries
(none of which is a public utility company) of Sempra through which
such interests are held are indicated on Exhibit A to this Annual
Report.
DGN Mexicali holds a permit from the Mexican government to build
and operate a natural gas distribution system in Mexicali, Baja
California. The system began distributing natural gas (primarily to
commercial customers) in August 1997, and is being expanded to serve
approximately 25,000 businesses and households by the fifth year of
operation. DGN Mexicali does not derive any part of its income,
directly, or indirectly, from the generation, transmission or
distribution of electric energy for sale or the distribution of natural
or manufactured gas for heat, light or power within the United States
of America, and neither it nor any of its subsidiaries is a public
utility company operating in the United States. DGN Mexicali
distributes natural gas to its customers via its pipeline facilities
which include high pressure steel pipelines and regulator stations,
polyethylene distribution mains and service lines. Consumption is
metered at each point of use at residential, commercial, and industrial
sites.
C. Sempra indirectly holds a 95% interest in DGN de Chihuahua, S.
de R.L. de C.V. ("DGN Chihuahua"), a foreign utility company having its
business address as follows:
DGN de Chihuahua, S. de R.L. de C.V.
Avenida Zarco 2605
Colonia Zarco, C.P. 31020
Chihuahua, Chihuahua
Mexico
Sempra's interest in DGN Chihuahua is held through Sempra Energy
Mexico, S.A. de C.V. and Pacific Enterprises International Canada Ltd.,
each of which is an indirect subsidiary of Sempra and owns a 47.5%
interest in DGN Chihuahua. The direct and other indirect subsidiaries
(none of which is a public utility company) of Sempra through which
such interests are held are indicated on Exhibit A to this Annual
Report.
DGN Chihuahua holds a permit from the Mexican government to build
and operate a natural gas distribution system in Chihuahua, a city of
approximately 630,000 people in northern Mexico. DGN Chihuahua began
construction on the distribution system in late 1997 and will serve
approximately 50,000 customers by the fifth year of operation. DGN
Chihuahua also assumed control of an existing gas pipeline serving 24
industrial customers. DGN Chihuahua does not derive any part of its
income, directly, or indirectly, from the generation, transmission or
distribution of electric energy for sale or the distribution of natural
or manufactured gas for heat, light or power within the United States
of America, and neither it nor any of its subsidiaries is a public
utility company operating in the United States. DGN Chihuahua
distributes natural gas to its customers via its pipeline facilities
which include high pressure steel pipelines and regulator stations,
polyethylene distribution mains and service lines. Consumption is
metered at each point of use at residential, commercial, and industrial
sites.
D. Sempra indirectly holds a 100% interest in DGN de La Laguna-
Durango, S. de R.L. de C.V. ("DGN de La Laguna-Durango"), a foreign
utility company having its business address as follows:
DGN de La Laguna-Durango, S. de R.L. de C.V.
Prol. Monaco #100
Esq. Bolv. Construccion
Col. El Tajito
Torreon, Coahuila 27100
Mexico
Sempra's interest in DGN de La Laguna-Durango is held through
Sempra Energy Mexico, S.A. de C.V. and Sempra Energy International,
each of which is an indirect subsidiary of Sempra and owns a 50%
interest in DGN de La Laguna-Durango. The direct and other indirect
subsidiaries (none of which is a public utility company) of Sempra
through which such interests are held are indicated on Exhibit A to
this Annual Report.
DGN de la Laguna-Durango holds a permit from the Mexican
government to build and operate a natural gas distribution system in
the neighboring states of Coahuila and Durango in northern Mexico. DGN
de La Laguna-Durango began construction on the distribution system in
early 2000 and will serve approximately 50,000 customers by the fifth
year of operation. DGN de la Laguna-Durango also assumed control of an
existing 26 mile steel pipeline serving 22 industrial customers. DGN de
La Laguna-Durango does not derive any part of its income, directly, or
indirectly, from the generation, transmission or distribution of
electric energy for sale or the distribution of natural or manufactured
gas for heat, light or power within the United States of America, and
neither it nor any of its subsidiaries is a public utility company
operating in the United States. DGN distributes natural gas to its
customers via its pipeline facilities which include high pressure steel
pipelines and regulator stations, polyethylene distribution mains and
service lines. Consumption is metered at each point of use at
residential, commercial, and industrial sites.
E. Sempra indirectly holds a 49.9% interest in Chilquinta Energia
S.A. ("Chilquinta Energia"), a foreign utility company having its
business address as follows:
Chilquinta Energia S.A.
General Cruz No 222
Valparaiso, Chile
Sempra's interest in Chilquinta Energia is held through
Inversiones Sempra-PSEG Chile S.A. ("Inversiones"), of which Sempra
indirectly holds 50% of the equity; the remaining 50% interest is held
by PSEG Chilean Equity Ltd., a Cayman company wholly-owned by PSEG
Americas Inc. Inversiones, in turn, holds 99.8% of the equity in
Chilquinta Energia. Therefore, Sempra indirectly holds a 49.9% interest
in Chilquinta Energia. The direct and other indirect subsidiaries (none
of which is a public utility company) of Sempra through which such
interest is held are indicated on Exhibit A to this Annual Report.
Chilquinta Energia derives its income from the generation,
transmission and distribution of electric energy for sale to
industrial, commercial and residential customers, either directly or
through its holdings, in Chile, Peru and Argentina.
Chilquinta Energia distributes electricity to approximately
405,000 customers in central Chile, north and west of the capital,
Santiago. Chilquinta Energia's distributed energy sales in Chile's
Quinta Region ("Region V") totaled 1,400 gigawatt hours ("GWh") in
1999. Chilquinta Energia facilities include 468.6 kilometers of
electrical transmission and distribution lines.
Chilquinta Energia indirectly owns a controlling interest,
totaling 37%, of Luz del Sur S.A.A, a Peruvian company which
distributes electricity to customers in the southern zone of
metropolitan Lima, Peru. Pursuant to its concession, Luz del Sur S.A.A.
serves an area equivalent to 3,000 square kilometers and serves
approximately 690,000 customers.
Chilquinta Energia owns 100% of Energas S.A. ("Energas"), a
Chilean company. Energas derives most of its income from the
distribution at retail of natural or manufactured gas to industrial,
commercial and residential customers within Region V, in central Chile.
Energas began delivery to customers in central Chile in May 1998 and
plans to reach more than 50,000 customers by its fifth year of
operation. Energas' facilities used for the distribution at retail of
natural or manufactured gas consist of transportation and distribution
lines, meters, pumps, valves and pressure and flow controllers.
Chilquinta Energia does not own or derive any part of its income,
directly or indirectly, from the generation, transmission, or
distribution of electric energy for sale or the distribution of natural
or manufactured gas for heat, light or power within the United States
of America, and neither Chilquinta Energia nor any of its subsidiary
companies (as that term is defined in the Holding Company Act) is a
public utility company (as so defined) operating in the United States
of America.
F. Sempra indirectly holds 42.25% of the equity in Luz del Sur
S.A.A. ("Luz"), a foreign utility company having its business address
as follows:
Luz del Sur S.A.A.
Av. Canaval y Moreyra 380
San Isidro, Lima, Peru
Sempra's interest in Luz is held through two distinct chains of
ownership. Chilquinta Energia indirectly owns 37.65% of Luz. In
addition, Sempra owns 50% of Peruvian Opportunity Company, a Peruvian
company, which in turn owns directly and indirectly 46.85% of Luz.
Consequently, Sempra's combined ownership in Luz (through Chilquinta
Energia and Peruvian Opportunity Company) is 42.25%.
Luz derives its income from the generation, transmission and
distribution of electric energy for sale to industrial, commercial and
residential customers. Specifically, Luz distributes electricity to
customers in the southern zone of metropolitan Lima, Peru, and the
surrounding areas. Pursuant to its concession, Luz serves an area
equivalent to 3,000 square kilometers and serves approximately 690,000
customers. Luz's 1999 energy sales totaled approximately 3,400 GWh.
Luz either directly or through its subsidiaries and affiliates,
holds various concessions from the Peruvian government to distribute
electricity in and around the city of Lima, Peru.
Neither Luz nor any of its subsidiary companies owns or derives
any part of its income, directly or indirectly, from the generation,
transmission, or distribution of electric energy for sale or the
distribution of natural or manufactured gas for heat, light or power
within the United States of America, and neither Luz nor any of its
subsidiary companies is a public-utility company operating in the
United States of America, as such terms are defined in the Holding
Company Act.
Item 2 - Debt and other Financial Obligations.
Neither Sempra nor any of its system companies is subject to
recourse for any debt or other financial obligation (through direct or
indirect guarantees or otherwise) of Pampeana or Sur, DGN Mexicali, DGN
Chihuahua or DGN de La Laguna-Durango, other than certain performance
guarantees in favor of the Mexican Commission Regulating Energy
("CRE").
Sempra LLC, a subsidiary of Sempra, obtained in September 1999 a
$160 million Senior Secured Term Loan to refinance the then existing
debt of Chilquinta Energia and to partially fund the acquisition by
Sempra of its equity in Chilquinta Energia. As part of such Senior
Secured Term Loan, Sempra agreed to provide credit support to Sempra
LLC of $25 million.
Item 3 - Service, Sales and Construction Contracts.
Pursuant to a management fee agreement with Pampeana and Sur,
during 1999 Sempra received compensation for certain management
services in the amount of $1,201,335. In addition, Pampeana and Sur
have accrued but unpaid obligations to Sempra in the amount of $620,496
in respect of 1999 management services.
DGN Mexicali, DGN Chihuahua and DGN de La Laguna-Durango have each
entered into contracts with subsidiaries of Sempra to provide project
management, engineering supervision and contract administration of
construction of their respective pipeline systems. The amount of
compensation to be paid under the contracts equals the actual labor
rates paid to employees of the Sempra contracting subsidiaries together
with an amount to cover direct and indirect overhead costs. For 1999,
the total amounts invoiced to DGN Mexicali, DGN Chihuahua and DGN de La
Laguna-Durango for these services were $284,628, $980,232 and $585,078,
respectively.
In addition, during 1999 DGN Mexicali, DGN Chihuahua and DGN de La
Laguna-Durango purchased materials from Sempra affiliates. The amounts
charged by Sempra affiliates, including SoCalGas, to DGN Mexicali, DGN
Chihuahua and DGN de La Laguna-Durango were $154,126, $992,694 and
$25,136, respectively.
Chilquinta Energia has entered into contract with subsidiaries of
Sempra to provide project management, engineering supervision and other
technical services. The amount of compensation to be paid under the
contract equals the actual labor rates paid to employees of the Sempra
contracting subsidiaries plus a margin factor together with an amount
to cover direct and indirect overhead costs. For 1999, the total
amounts invoiced to Chilquinta Energia and its subsidiaries for these
services totaled $669,205.
Exhibit A
Attached as Exhibit A to this Annual Report is an organizational
chart showing the relationship of Pampeana, Sur, DGN Mexicali, DGN
Chihuahua, DGN de La Laguna-Durango, Chilquinta Energia and Luz to
Sempra and its system public utility companies.
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.
April 28, 2000 SEMPRA ENERGY
By: /s/ John R. Light
---------------------------------
John R. Light,
Executive Vice President and
General Counsel
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Exhibit A
to
Annual Report Concerning Foreign Utility Companies
on
Form U-33-S for the Fiscal Year ended
December 31, 1999
Filed by
SEMPRA ENERGY
The following organizational chart shows the relationship of
Sempra Energy and its system public-utility companies to each foreign
utility company:
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ORGANIZATIONAL CHART
OF SEMPRA ENERGY UTILITIY COMPANIES
(As of December 31, 1999)
SEMPRA ENERGY
Enova Corporation
San Diego Gas & Electric Company*
Pacific Enterprises
Southern California Gas Company*
Sempra Energy Holdings
Sempra Energy International
DGN de La Laguna-Durango, S. de R.L. de C.V. (1%)*
Enova International
Sempra Energy Mexico, S.A. de C.V. (99.8%)*
DGN de Chihuahua, S. de R.L. de C.V. (47.5%)*
DGN de La Laguna-Durango, S. de R.L. de C.V. (99%)*
Distribuidora de Gas Natural de Mexicali, S.de R.L. de C.V.
(30%)*
Pacific Enterprises International
Sempra Energy International Canada Ltd.
Pacific Enterprises International Canada Ltd.
DGN de Chihuahua, S. de R.L. de C.V.(47.5%)*
Distribuidora de Gas Natural de Mexicali, S.de R.L.
de C.V. (30%)*
Sempra Energy International (Espana) S.L.
Sempra Energy International Holdings B.V.
Sempra Energy International Chile Holdings I B.V.
Inversiones Sempra-PSEG Chile S.A. (50%)
Chilquinta Energia S.A. (99.8%)*
Luz del Sur S.A.A. (37%)*
Sodigas Pampeana S.A. (21.5%)
Camuzzi Gas Pampeana S.A. (70%)*
Sodigas Sur. S.A. (21.5%)
Camuzzi Gas del Sur S.A. (90%)*
Peruvian Opportunity Company S.A.C. (50%)
Luz del Sur S.A.A. (46.85%)*
* The utility companies are noted with an asterisk.
