SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
Inversiones Dominion Peru S.A.;
Empresa de Generacion Electrica NorPeru S.A.
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(Name of foreign utility company)
DUKE ENERGY CORPORATION
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(Name of filing company, if filed on behalf
of a foreign utility company)
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Notification
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Duke Energy Corporation, a North Carolina corporation ("Duke Energy"),
acting on behalf of Inversiones Dominion Peru S.A. ("IDP") and Empresa De
Generacion Electrica NorPeru S.A. ("Egenor") (collectively, the "Foreign Utility
Companies"), herewith files with the Securities and Exchange Commission (the
"Commission") this Notification of Foreign Utility Company Status pursuant to
Section 33(a) of the Public Utility Holding Company Act of 1935, as amended (the
"Act").
Pursuant to (i) a Contract dated October 5, 1999 ("Gener Contract")
with Gener S.A. ("Gener") Duke Energy, through its subsidiaries, has agreed to
acquire 49% of the voting stock of IDP ("Gener Shares"); and (ii) a successful
bid submitted on October 7, 1999, Duke Energy, through its subsidiaries, has
agreed to acquire 30% of the voting stock of Egenor from the Government of Peru
("Government Shares"). The Foreign Utility Companies and the proposed
transaction are described further herein.
The cash price paid for the Gener Shares and the Government Shares was
a total of US$ 151.5 Million. In addition to the cash payment, Gener will have
the right to acquire a 9.76 percent net interest in Hidroelectrica Piedra del
Aguila S.A. in Argentina and 24 percent net interest in Sociedad Electrica
Santiago S.A. in Chile from subsidiaries of Duke Energy. Under the terms of the
Contract, Gener's acquisition of these assets would occur after certain terms
and conditions are met.
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ITEM 1
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Names and Business Addresses:
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The names and business addresses of the entities claiming foreign
utility company status are:
A. Inversiones Dominion Peru S.A.
Avenida Santa Maria 110-140
Miraflores
Lima 18
Peru
B. Empresa De Generacion Electrica NorPeru S.A.
Avenida Pardo y Aliaga No. 699
San Isidro
Lima 27
Peru
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Electric Facilities:
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The facilities owned by each of the Foreign Utility Companies are
described below:
A. Inversiones Dominion Peru S.A
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IDP will own no electric facilities except through its ownership of 60%
of the voting stock of Egenor. The Gener Shares represent a 29.4% ownership
interest in Egenor. The ownership of such entity is described further below
under "Ownership."
B. Empresa de Generacion Electrica NorPeru S.A.
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When combined with ownership of the Gener Shares, Duke Energy will
control a total of 59.4% of the ownership of Egenor. Egenor currently owns the
following facilities:
Hydro Facilities
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Egenor currently owns and operates 415MW (225MW hydro/190MW thermal) of
installed capacity serving the Central-North Interconnected System (SICN) in
Peru. The 225MW run-of-river hydro capacity includes the 145 MW Canon del Pato
plant and the 80MW Carhuaquero plant. Both plants are currently undergoing
expansions, expected to be completed this year, that combined will add 102MW of
capacity (90MW at Canon del Pato and 12MW at Carhuaquero). Both units are
run-of-river hydro plants with very little storage capacity and are base
loaded--dispatch is dictated by hydrology.
Thermal Facilities
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The 190MW of thermal capacity consists of 5 simple-cycle gas turbines
and twenty-four diesel engines located at 6 separate plant sites along the
coastline in northern Peru.
Ownership:
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IDP:
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Forty-nine percent (49%) of the outstanding voting securities of IDP
will be owned by Duke Energy International Peru Holdings No. 2, LLC, a Delaware
limited liability company. Fifty-one percent (51%) of the outstanding voting
securities of IDP are owned by Dominion Holding Peru S.A, an indirect subsidiary
of Dominion Energy, Inc. Duke Energy, through its subsidiaries, has entered into
a contract with Dominion Energy, Inc. and several of its subsidiaries to acquire
this 51% interest from Dominion Holding Peru S.A.
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Egenor:
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IDP will own sixty percent (60%) of the voting equity securities of
Egenor. Duke Energy International Peru Holdings No. 2, LLC, a Delaware limited
liability company, will own thirty percent (30%) of the voting equity securities
of Egenor. Upon the closing of the acquisition, no other person or entity will
own 5% or more of any class of the voting securities of IDP.
Duke Energy International Peru Holdings No. 2, LLC, is a wholly owned
subsidiary of Duke Energy International Peru Holdings No. 1, LLC, another
Delaware limited liability company. Duke Energy International Peru Holdings No.
1, LLC, is a wholly owned subsidiary of Duke Energy Group, Inc., a Delaware
corporation ("Group"). Group is wholly owned by Duke Energy Global Asset
Development, Inc., a Nevada corporation, a wholly owned subsidiary of Duke
Energy Services, Inc., a Delaware corporation ("DESI"). DESI is a wholly owned
subsidiary of PanEnergy Corp, a Delaware corporation, which is a wholly owned
subsidiary of Duke Capital Corporation, a Delaware corporation, which, in turn,
is a wholly owned subsidiary of Duke Energy.
ITEM 2
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Domestic Associate Public-Utility Companies of the Foreign Utility
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Companies and their Relationship to Such Entities:
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Duke Energy is a domestic associate public-utility company of each of
the Foreign Utility Companies, with Duke Energy being the parent holding
company. Duke Energy's relationship to each of the Foreign Utility Companies is
that it indirectly will own 100% of IDP, which proposes to own the interests in
Egenor described herein.
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SIGNATURE
The undersigned company has duly caused this statement to be
signed on its behalf by the undersigned thereunto duly authorized.
DUKE ENERGY CORPORATION
By:
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Richard J. Osborne
Executive Vice President
and Chief Financial Officer
Date: October 8, 1999
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EXHIBITS
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(1) North Carolina Utilities Commission certification letter dated
June 23, 1997 (filed with the Commission as an exhibit to Form
U-57 dated July 15, 1998).
(2) The Public Service Commission of South Carolina certification
letter dated June 5, 1997 (filed with the Commission as an
exhibit to Form U-57 dated July 15, 1998).
