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
Duke Energy International El Salvador Investments No. 1, Ltd.;
Duke Energy International El Salvador Investments No. 1, S.A. de C.V.;
Generadora Acajutla, S.A. de C.V.; and Generadora Salvadorena, S.A. de C.V.
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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
Duke Energy Corporation, a North Carolina corporation ("Duke Energy"),
acting on behalf of Duke Energy International El Salvador Investments No. 1,
Ltd. ("DEI El Salvador-Bermuda"), Duke Energy International El Salvador
Investments No. 1, S.A. de C.V. ("DEI El Salvador"), Generadora Acajutla, S.A.
de C.V. ("Acajutla"), and Generadora Salvadorena, S.A. de C.V. ("Genersal")
(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"). Through its subsidiaries
and pursuant to a successful bid submitted July 30, 1999, Duke Energy has agreed
to acquire for $125 million, a majority interest in the voting stock of both
Acajutla and Genersal. The Foreign Utility Companies and the proposed
transaction are described further herein.
ITEM 1
Names and Business Addresses:
The names and business addresses of the entities claiming foreign
utility company status are:
A. Duke Energy International El Salvador Investments No. 1, Ltd.
5400 Westheimer Court
Houston, TX 77056-5310
B. Duke Energy International El Salvador Investments No. 1, S.A.
de C.V.
170 Calle Lorena
Colonia Roma, San Salvador
El Salvador
C. Generadora Acajutla, S.A. de C.V.
170 Calle Lorena
Colonia Roma, San Salvador
El Salvador
D. Generadora Salvadorena, S.A. de C.V.
170 Calle Lorena
Colonia Roma, San Salvador
El Salvador
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Electric Facilities:
The facilities owned by each of the Foreign Utility Companies are
described below:
A. DEI El Salvador-Bermuda
DEI El Salvador-Bermuda will own no electric facilities except through
its indirect ownership, as the parent company of DEI El Salvador, of the
securities of Acajutla and Genersal. The ownership of such entities is described
further below under "Ownership."
B. DEI El Salvador
DEI El Salvador plans to acquire, upon closing of the transaction, 80%
of the voting stock of Acajutla and 97% of the voting stock of Genersal. The
purchase price paid for the stock was $125 million. DEI El Salvador will own no
electric facilities except through its ownership of the securities of Acajutla
and Genersal.
C. Acajutla
The assets of Acajutla comprise a single plant with five generating
units. The plant is located in the southwestern region of El Salvador, 81
kilometers from San Salvador. The plant has an installed capacity of 220.1
megawatts, of which 194 megawatts is available. Three of the five generating
units are diesel-fired gas turbines, while the other two are steam units that
use bunker C fuel oil. The steam units are used either for base or medium load,
whereas the diesel-fired turbines are used mainly during peak hours and dry
periods. Power from Acajutla is sold through a combination of contract and spot
market sales, depending upon prevailing market conditions.
Duke Energy, through its subsidiaries, plans to modernize and expand
the Acajutla facility, adding 155 megawatts of capacity by converting the
existing assets to a gas-fired combined cycle technology at an expected cost of
$75 million.
D. Genersal
The assets of Genersal comprise two generating plants, Soyapango and
San Miguel, which have a combined installed capacity of 92.4 megawatts, 81.6
megawatts of which is currently available. Soyapango is located within the city
limits of San Salvador and has an installed capacity of 55 megawatts divided
between three units, all of which are diesel-fired gas turbines. San Miguel is
located in the eastern region of the country, 136 kilometers from San Salvador.
San Miguel operates one diesel fired gas turbine and five diesel engines, all of
which are used for power generation during peak hours or emergency situations.
The power generated at Soyapango and San Miguel is sold through a combination of
contract and spot market sales, depending on market conditions.
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Ownership:
DEI El Salvador will own 80% of the voting equity securities of
Acajutla, and 97% of the voting equity securities of Genersal. All of the
outstanding voting securities of DEI El Salvador are owned by DEI El
Salvador-Bermuda, which is a wholly owned subsidiary of Texas Eastern (Bermuda),
Ltd. ("TE Bermuda"). TE Bermuda is wholly owned by Duke Energy Global Asset
Development, Inc., a Nevada corporation ("DEGAD"), 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.
Upon closing of the acquisition, no other person or entity will own 5%
or more of any class of the voting securities of any of the Foreign Utility
Companies.
ITEM 2
Domestic Associate Public-Utility Companies of the Foreign Utility
Companies and their Relationship to Such Entities:
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 owns 100% of DEI El Salvador-Bermuda and 100% of DEI El
Salvador, which proposes to own the interests in Acajutla and Genersal described
herein.
The total purchase price of Duke Energy's interest in Acajutla and
Genersal is $125 million.
EXHIBITS
(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).
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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: September 3, 1999
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