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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 March 31, 2000
Filed pursuant to the Public Utility Holding Company
Act of 1935 by
Scottish Power plc
(Name of filing Company)
1 Atlantic Quay
Glasgow G2 8SP
Scotland UK
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Scottish Power plc, an entity organized in Scotland ("ScottishPower"), hereby
files with the Securities and Exchange Commission ("Commission"), pursuant to
section 33(e) of the Public Utility Holding Company Act of 1935 ("Act") and Rule
57(b) of the implementing regulations thereunder, 17 C.F.R. ss. 250.57(b)
(1996), this Annual Report Concerning Foreign Utility Companies covering the
preceding fiscal year ended March 31, 2000. ScottishPower is a registered
holding company that holds 100% of the voting securities of PacifiCorp, a United
States public utility company. ScottishPower is an associate company of each of
(1)ScottishPower UK plc ("SPUK"),(2)Manweb plc ("Manweb"),(3)Powercor Australia
Ltd ("Powercor"), (4)Hazelwood Power Partnership, a general partnership
organized under the laws of Australia,(5) Hazelwood Pacific Pty Ltd,(6)New
IndoPower Investment Company Pte. Ltd.,(7) PT EnergyWorks Indonesia,(8) New
IndiaPower Company One/New IndiaPower Company Two, (9) EnergyWorks India Company
Pvt. Ltd.,(10)Casa Palermo, S.A., and (11) AeroEnergia, S.A., each a foreign
utility company.
SPUK is a public limited company organized under the laws of Scotland. SPUK's
activities span the generation, transmission, distribution and supply of
electricity, gas supply, water supply and wastewater services,
telecommunications, retailing of electrical appliances, technology and
contracting services. ScottishPower owns 100% of SPUK.
ScottishPower acquired Manweb in 1995. Manweb is a public limited company
organized under the laws of the United Kingdom. Manweb is a regional electricity
company that engages in the generation, transmission, distribution and supply of
electricity in England and Wales. Manweb is also a major supplier of natural
gas in the United Kingdom but neither owns nor operates natural gas distribution
facilities. ScottishPower owns 100% of Manweb.
PacifiCorp, a wholly-owned public utility of ScottishPower, acquired Powercor
on December 12, 1995. Powercor owns and operates facilities in Australia that
are used for the transmission and distribution of electric energy for sale.
In September 1996, a consortium known as Hazelwood Power purchased a 1,600
MW, brown coal-fired thermal power station and the adjacent brown coal mine in
Victoria, Australia. One of the partners of Hazelwood Power, Hazelwood Pacific
Pty Ltd ("HPAC"), is an indirect wholly-owned subsidiary of PacifiCorp (See Item
1(C)(2) below).
Each foreign utility company identified in this Form U-33-S derives no 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.
None of the foreign utility companies identified in this Form U-33-S, nor any
subsidiary company of any of them, is or will be a public utility company
operating in the United States. 15 USCA ss.79z-5b(a)(3) (1997 Supp.).
It is the intention of ScottishPower to focus the efforts of the company on
its U.S. and U.K. operations. To this end, ScottishPower has initiated efforts
in 1999 and 2000 to divest itself of its interests in Australia. ScottishPower
has commenced an auction of said utility interests in Australia. The bidding
process was completed July 31, 2000. Accordingly, such changes that will occur,
in fiscal year 2000 will be addressed in ScottishPower's annual filing of
Form U-33-S for the fiscal year ending March 31, 2001.
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Item 1
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A. Name, location and business address of each foreign utility company:
SPUK Manweb plc
1 Atlantic Quay Manweb House, Kinsgfield Court,
Glasgow G2 8SP Chester Business Park, Wrexham Road
Scotland UK Chester, United Kingdom CH4 9RF
Powercor Australia Ltd Casa Palermo, S.A.
Level 9 Ave. 11, Calle 5+7, #517
40 Market St. San Jose, Costa Rica
Melbourne, Victoria,3005
Australia
Hazelwood Power Partnership Hazelwood Pacific Pty Ltd.
c/o Phillips Fox Level 9
120 Collins Street 40 Market St.
Melbourne, Victoria 3000, Australia Melbourne, Victoria 3005, Australia
New IndoPower Investment AeroEnergia, S.A.
Company Pte. Ltd. Metros Al Este Del Hospital
c/o Jeffrey W. Eckel San Juan Dios
95 South Bridge Road San Jose, Costa Rica
#10-10 Pidemco Center
Singapore
058717
PT EnergyWorks Indonesia New IndiaPower Company One/
c/o Richard Chow New IndiaPower Company Two
Graha Paramita c/o Jeffrey W. Eckel
10th Floor Unit E 608 St. James Court
JI Denpasar Raya, Blok D-2 St. Denis Street
Kuningan, Jakarta 12940 Port Louis
Indonesia Mauritius
EnergyWorks India Company Pvt. Ltd.
c/o Sunil Shah Singh
Century Centre, 3rd Floor
39 TTK Road India
Alwarpet
Chennai 600 018
India
B. Description of the facilities utilized for the generation, transmission and
distribution of electric energy for sale:
(1) SPUK owns and operates generation, transmission and distribution assets
and serves approximately 1.8 million customers in Scotland and approximately 5.5
million homes across Scotland, England and Wales. SPUK's businesses units
include Generation Wholesale, Power Systems, Energy Supply, Southern Water,
Manweb, and other related businesses.
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The Generation Wholesale business operates SPUK's generating stations and
deals in the wholesale trading of electricity and gas. The company owns more
than 3,500 MW of generation capacity, after taking into account contractual
obligations, consisting of coal, gas, hydro and wind power resources. The
company does not own any nuclear generating stations. The company has combined
resources, including purchased power, of approximately 6,400 MW.
SPUK's Power Systems business is responsible for the distribution and
transmission network in the ScottishPower franchise area and the distribution
network in the Manweb franchise area. Power Systems currently operates 62,000
kilometers of underground cables and 50,000 kilometers of overhead lines. Power
Systems also provides a complete range of metering services.
The Energy Supply business is responsible for the sales and marketing of
electricity, gas and related products to customers within ScottishPower's and
Manweb's respective franchise areas and to the competitive market throughout the
rest of the U.K. Energy Supply sells electricity to 1.6 million customers in
Scotland and manages the associated customer service, billing and income
collection.
Southern Water provides water supply services to 2.2 million people,
representing some 1 million premises, in its franchise area in the South East of
England. This represents some 603 million liters of water per day. The company
carries out wastewater treatment for 4.2 million people, representing some 1.7
million premises, in the franchise territory.
SPUK also has developed businesses in a number of related areas.
ScottishPower's electrical appliance retailing business is the third largest
supplier of electrical appliances in the U.K. The business sells electrical
products through a chain of 181 stores throughout the U.K. SPUK's Contracting
Services business specializes in the installation and maintenance of high
voltage equipment, residential heating, street lighting, security and fire
alarms, and appliance installation and inspection. The Technology business
specializes in engineering consulting and science, including design and
construction of buildings, plant and components, and the development of
sophisticated control systems and monitoring devices.
(2) Manweb is the regional electricity company in northwest England and
north Wales. Manweb serves approximately 1.3 million electricity customers.
Manweb covers 12,200 square kilometers in Merseyside, Cheshire and north and
mid-Wales. Manweb also supplies gas to more than 120,000 customers in north west
England and north Wales.
(3) Powercor is a distribution utility providing retail electric service in
the state of Victoria, Australia. Powercor serves approximately 550,000
customers within approximately 57,915 square miles of service territory.
Powercor uses approximately 48,680 miles of transmission and distribution
facilities for its provision of electric service. Powercor does not have a
material interest in the ownership or operation of generation facilities.
(4) Hazelwood Power ("HP") acquired the assets of Hazelwood Power
Corporation Ltd from the State of Victoria, Australia during the fiscal year
ended December 31, 1996. In connection with the acquisition, HP acquired the
following facilities located in Australia used for the generation, transmission,
and distribution of electric energy for sale: a) a 1,600 MW (installed capacity)
brown coal-fired thermal power station, consisting of four stages, each of which
is comprised of two 200 MW boiler and turbo generator units, b) transmission
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facilities necessary to interconnect the Hazelwood facility with the
high-voltage transmission grid owned and operated by PowerNet Victoria, a
statutory Victoria government corporation, and c) a coal mine, containing
between 400 million and 450 million recoverable tons of brown coal.
(5) Of the remaining foreign utility companies identified in this Notice
none currently owns or operates facilities used for 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.
C. Identification of system companies holding an interest in the FUCO(s):
(1) SPUK is a direct, wholly-owned subsidiary of ScottishPower.
(2) Manweb is a direct, wholly-owned subsidiary Genscot Limited
("Genscot"). Genscot, is a wholly-owned subsidiary of SPUK.
(3) Powercor: PacifiCorp Australia Holdings Pty Ltd, an indirect,
wholly-owned subsidiary of PacifiCorp Group Holdings Company ("Holdings"), holds
a 100% interest in Powercor. Holdings, an Oregon corporation, is a direct
wholly-owned subsidiary of PacifiCorp.
(4) Hazelwood:
(a) The partners in HP and their ownership interests are as follows:
(i) Hazelwood Pacific Pty Ltd, a company organized under the
laws of Australia, holds a 19.90% interest. Hazelwood
Pacific Pty Ltd is owned by Hazelwood Holdings, Inc. (10%
interest) and PacifiCorp Global, Inc. (90% interest).
Hazelwood Holdings, Inc. and PacifiCorp Global, Inc. are
each indirect, wholly-owned subsidiaries of PacifiCorp.
(ii) National Power Australia Investments Limited, a direct,
wholly-owned subsidiary of National Power PLC, holds
approximately a 72% interest.
(iii) CISL (Hazelwood) Pty Ltd, an indirect subsidiary of
Commonwealth Bank of Australia, holds approximately a 6%
interest. Hazelwood Investment Company Pty Ltd, also an
indirect subsidiary of Commonwealth Bank of Australia,
holds approximately a 2% interest.
(5) New IndoPower Investment Company Pte. Ltd.: EnergyWorks Holdings I
holds a 50% interest in New IndoPower Investment Company Pte. Ltd.
(6) PT EnergyWorks Indonesia: New IndoPower Investment Company Pte, Ltd.
holds a 99.9995% interest in PT EnergyWorks Indonesia.
(8) New IndiaPower Company One: EnergyWorks Holdings I holds a 50%
interest in New IndiaPower Company One.
(9) New IndiaPower Company Two: EnergyWorks Holdings I holds a 50%
interest in New IndiaPower Company Two.
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(10) EnergyWorks India Company Pvt. Ltd.: New IndiaPower Company One holds
a 99.99% interest in EnergyWorks India Company Pvt. Ltd. The remaining 0.01% is
held by New IndiaPower Company Two.
(11) Casa Palermo, S.A.: EnergyWorks Holdings I holds a 100% interest in
Casa Palermo, S.A.
(12) AeroEnergia: Casa Palermo holds a 49% interest in AeroEnergia. The
remaining 51% is held by two Costa Rican citizens: Samuel Viroslav and Solomon
Lechtman.
Item 2
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For the fiscal year ended March 31, 2000, there was no debt or other
financial obligation of SPUK or Manweb for which there was recourse directly or
indirectly to PacifiCorp, nor was there any direct or indirect guarantee of any
security of SPUK or Manweb by PacifiCorp.
For the fiscal year ended March 31, 2000, there was no debt or other
financial obligation of Powercor for which there was recourse directly or
indirectly to PacifiCorp, nor was there any direct or indirect guarantee of any
security of Powercor by PacifiCorp nor ScottishPower.
For the fiscal year ended March 31, 2000, there was no debt or other
financial obligation of HP for which there was recourse directly or
indirectly to PacifiCorp or ScottishPower, nor was there any direct or indirect
guarantee of any security of HP by PacifiCorp nor ScottishPower.
For the fiscal year ended March 31, 2000, there was no debt or other
financial obligation of EnergyWorks Holdings I, New IndoPower Investment Company
Pte. Ltd., PT EnergyWorks Indonesia, New IndiaPower Company One/New IndiaPower
Company Two, EnergyWorks India Company Pvt. Ltd., Casa Palermo, S.A., or
AeroEnergia, S.A. for which there was recourse directly or indirectly to
PacifiCorp or ScottishPower, nor was there any direct or indirect guarantee of
any security of New IndoPower Investment Company Pte. Ltd., PT EnergyWorks
Indonesia, New IndiaPower Company One/New IndiaPower Company Two, EnergyWorks
India Company Pvt. Ltd., Casa Palermo, S.A., or AeroEnergia, S.A. by PacifiCorp
or ScottishPower.
Item 3
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For the fiscal year ended March 31, 2000, there were no service, sales
or construction contracts between any of SPUK, Manweb, Powercor, HP, EnergyWorks
Holdings I, New IndoPower Investment Company Pte. Ltd., PT EnergyWorks
Indonesia, New IndiaPower Company One/New IndiaPower Company Two, EnergyWorks
India Company Pvt. Ltd., Casa Palermo, S.A., or AeroEnergia, S.A. on the one
hand, and PacifiCorp or ScottishPower on the other hand.
Exhibit A
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Exhibit A sets forth an organizational chart showing the relationship of
each of the foreign utility companies described in this Form U-33-S to
ScottishPower.
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Signature
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The undersigned company has duly caused this Annual Report to be signed on
its behalf by the undersigned officer 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.
Dated: August 14, 2000.
Scottish Power plc
/s/ David Nish
By: ---------------------------------
David Nish
Finance Director
