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, 1998
FILED PURSUANT TO THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 BY
DUKE ENERGY CORPORATION
526 SOUTH CHURCH STREET
CHARLOTTE, NC 28201
<PAGE>
Duke Energy Corporation ("Duke Energy"), a North Carolina corporation
and a public-utility 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.
1. GUEMES FACILITY
Location of Ruta 34 KM 1135
Facility: (4430) GRAL.M.M. de Guemes
Salta, Argentina
Business Central Termica Guemes S.A. ("Guemes")
Address: Adolfo Alsina 633, Fifth Floor
1384 Buenos Aires
Republic of Argentina
DESCRIPTION OF FACILITY
Guemes owns the Guemes Power Station, which is comprised of three gas
fired units, two of which have a nameplate capacity of 60 MW each and one of
which has a nameplate capacity of 125 MW.
Guemes sells electric energy and capacity in the "Wholesale Electric
Market" which has been established by statute in Argentina under the
jurisdiction of the Argentine Secretariat of Energy and the National Regulatory
Entity of Electricity. Energy and capacity are sold on a competitive spot market
basis in accordance with dispatch instructions from a central dispatch center
and under term agreements.
ASSOCIATED FOREIGN UTILITY COMPANIES AND DESCRIPTION
OF OWNERSHIP INTERESTS
Duke Guemes, Inc. ("Duke Guemes")
Powerco S.A. ("Powerco")
Powerco Services S.A. ("Powerco Services")
Duke Guemes Operating Corp. ("DGOC")
Duke Guemes is a Delaware corporation and a wholly owned direct
subsidiary of Duke Energy Group, Inc., a Delaware corporation ("DEG"), which is
a wholly owned direct subsidiary of 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
<PAGE>
of Duke Capital Corporation, a Delaware corporation ("Duke Capital"), which, in
turn, is a wholly owned subsidiary of Duke Energy.
As of December 31, 1998, Duke Guemes owned a 25% equity interest in
Powerco, an Argentine corporation headquartered in Buenos Aires. Powerco owns a
60% equity interest in Guemes. This ownership resulted in Duke Guemes owning a
15% indirect equity interest in Guemes. Duke Guemes also owned 51% of Powerco
Services, an Argentine corporation, which provides operating expertise to the
Guemes facility, and is the operator of the Guemes station presently qualified
by the Argentine government. Duke Guemes owns 100% of the outstanding voting
stock of DGOC, a Delaware corporation, which assisted Powerco Services in
operating the Guemes Power Station. Effective in January, 1999, Duke Guemes sold
all of its interests in Powerco and Powerco Services, and no longer owns or
operates (through DGOC or otherwise) the Guemes facility.
2. PIEDRA DEL AGUILA FACILITY
Location of (8314) VILLA Piedra del Aguila
Facility: Neuquen, Argentina
Business Hidroelectrica Piedra del Aguila S.A. ("Piedra del Aguila")
Address: Av. de Mayo, 645 First Floor
Buenos Aires
Republic of Argentina
DESCRIPTION OF FACILITY
Piedra del Aguila holds an exclusive 30-year concession for the
generation of hydroelectric energy from the facility located at Piedra del
Aguila in the Provinces of Neuquen and Rio Negro in Argentina. The facility
consists of four 350 MW units. Energy and capacity are sold on a competitive
spot market basis in accordance with dispatch instructions from a central
dispatch center and under term agreements.
ASSOCIATED FOREIGN UTILITY COMPANIES AND DESCRIPTION OF
OWNERSHIP INTERESTS
Duke Hidronor, Inc. ("Duke Hidronor")
Duke Hidronor (Caymans) Ltd. ("DHCL")
Hidroneuquen S.A. ("Hidroneuquen")
Duke Hidronor Operating Corp. ("DHOC")
Duke Hidronor, a Delaware corporation, is a wholly owned direct
subsidiary of DEG, which is a wholly owned direct subsidiary of DEGAD, which is
owned as previously described. Duke Hidronor owns 100% of DHCL, which in turn
owns a 16.54% equity interest in Hidroneuquen, an Argentine corporation.
Hidroneuquen owns a 59% equity interest in Piedra del Aguila, resulting in Duke
Hidronor holding a 9.76% indirect equity interest in Piedra del Aguila. Duke
Hidronor also owns 100% of the outstanding voting stock of DHOC. DHOC is an
operator of the Piedra del Aguila facility.
<PAGE>
3. PJP FACILITY
Location of Irian Jaya region
Facility: of eastern Indonesia
Business P.T. Puncakjaya Power ("PJP")
Address: Plaza 89, 5th Floor
J1. H.R. Rasuna Said Kav. X-7 No. 6
Jakarta 12940, Indonesia
DESCRIPTION OF FACILITY
PJP owns certain facilities consisting of power generation and power
delivery assets located in Irian Jaya, Indonesia. Such facilities provide
electric power to a large mining and milling operation and its surrounding
infrastructure. The operational generation assets include eight separate power
generation facilities consisting of an aggregate of 66 diesel-fueled generating
units (ranging from .32 MW to 4.7 MW), and one hydroelectric generating facility
consisting of two hydroelectric generating units (approximately 3.15 MW each).
The power plants have a combined adjusted nameplate capacity of approximately
194 MW. Additionally, a 3 unit, 195 MW coal-fired generation plant was completed
and placed into service in 1998.
The facilities also include the following transmission assets: a 5
kilometer 115 kV ring bus which interconnects certain of the power production
plants, a 15 kilometer 20 kV transmission line which joins two portions of the
facilities and a 10 kilometer 13 kV transmission line which joins other portions
of the facilities. Additionally, a 96.6 kilometer transmission line is under
construction.
ASSOCIATED FOREIGN UTILITY COMPANIES AND DESCRIPTION OF
OWNERSHIP INTERESTS
P.T. Nusantara Power Services ("NPS")
Duke Netherlands LT Holdings B. V. ("Duke Netherlands")
As of December 31, 1998, approximately 43% percent of the outstanding
voting stock of PJP is owned by Duke Netherlands, a Delaware corporation, which
is a wholly owned direct subsidiary of DEG, which is a wholly owned subsidiary
of DEGAD, which is owned as previously described. The outstanding voting stock
of NPS is 40% owned by Duke Project Services Pacific, Inc., a Nevada corporation
("DPSP"). DPSP is a wholly owned direct subsidiary of Duke Project Services
Group, Inc., a Delaware corporation ("DPSG"), which is a wholly owned direct
subsidiary of Duke Capital. NPS is the operator of the PJP facilities.
4. ELECTROQUIL FACILITY
Location of Guayaquil, Ecuador
Facility:
Business Electroquil S.A. ("Electroquil")
Address: Barrio del Centenario
Jose Salcedo No. 410
Guayaquil, Ecuador
<PAGE>
DESCRIPTION OF FACILITIES
The Electroquil facilities consist of a 168 megawatt, diesel-fired power
generation facility located near Guayaquil, Ecuador. Electroquil sells
electricity to Inecel, Ecuador's state power utility, under long-term power
purchase agreements.
ASSOCIATED FOREIGN UTILITY COMPANIES AND DESCRIPTION OF
OWNERSHIP INTERESTS
Duke Energy International del Ecuador Cia. Ltda. ("DEI")
Duke Energy Electroquil Partners ("DEEP")
The outstanding voting stock of Electroquil is owned 51.5% by DEI, which
is a wholly owned subsidiary of DEEP. A 1% interest in DEEP is owned by DESI,
with the remaining 99% interest in DEEP being owned by DEGAD, which is owned as
previously described.
5. NUEVA RENCA FACILITY
Location of Santiago, Chile
Facility:
Business Sociedad Electrica Santiago, S. A. ("ESSA")
Address: Miraflores 222. Piso 4
Santiago, Chile
DESCRIPTION OF FACILITY
The facility (Nueva Renca) is wholly owned by ESSA and consists of a
single unit 350 megawatt combined-cycle natural gas facility located in
Santiago, Chile, known as the Nueva Renca plant. ESSA sells power from the Nueva
Renca plant to the grid and through customer contracts.
ASSOCIATED FOREIGN UTILITY COMPANIES AND DESCRIPTION OF
OWNERSHIP INTERESTS
Duke Energia de Chile, Ltda. ("DECH")
Duke Blue Water, Limited ("Duke Blue Water")
Twenty-four percent (24%) of the outstanding voting stock of ESSA is
owned by DECH, which is 99.99% owned by Duke Blue Water, a Cayman Islands
corporation, which is a wholly owned subsidiary of DEG, which is a wholly owned
subsidiary of DEGAD, which is owned as previously described. DECH is 0.01% owned
by Duke Hidronor, which is owned as described under the section hereof entitled
"Piedra del Aguila Facility."
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.
<PAGE>
As of December 31, 1998, Duke Hidronor, along with certain other
shareholders of Hidroneuquen, participated in a $30,000,000 standby credit
facility for Piedra del Aguila, of which Duke Hidronor's share was $5,700,000.
Duke Capital guaranteed Duke Hidronor's share of this facility. The credit
facility had no amount outstanding at December 31, 1998.
Duke Netherlands had $13 million notes receivable from PJP, as of
December 31, 1998.
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).
None.
<PAGE>
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.
DUKE ENERGY CORPORATION
By: _________________________
Richard J. Osborne
Executive Vice President and
Chief Executive Officer
Date: April 30, 1999
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
Edward M. Marsh, Jr.
Assistant Secretary and Deputy General Counsel
Duke Energy Corporation PB05E
422 South Church Street
Charlotte, North Carolina 28202-1904
<PAGE>
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.
Exhibit A-1 Guemes
Exhibit A-2 Piedra del Aguila
Exhibit A-3 PJP
Exhibit A-4 Electroquil
Exhibit A-5 Nueva Renca
Please see descriptions of each of the foreign utility companies in this
report for full names of certain utilities appearing on the organizational
charts in this Exhibit A.
<PAGE>
EXHIBIT A-1
GUEMES
-------------------
| |
| Duke Energy |
| |
-------------------
|
-------------------
| |
| Duke Capital |
| |
-------------------
|
-------------------
| |
| PanEnergy |
| |
-------------------
|
-------------------
| |
| DESI |
| |
-------------------
|
-------------------
| |
| DEGAD |
| |
-------------------
|
-------------------
| |
| DEG |
| |
-------------------
| -----------
| |------| DGOC |
------------------- | -----------
| |----
| Duke Giemes | ------------
| |---------| Powerco |
------------------- 51% | Services |
| ------------
| 25%
|
-------------------
| |
| Powerco S.A. |
| |
-------------------
|
| 60%
|
-------------------
| |
| Guemes |
| |
-------------------
Ownership is 100% unless otherwise specified.
<PAGE>
EXHIBIT A-2
PIEDRA DEL AGUILA
-------------------
| |
| Duke Energy |
| |
-------------------
|
-------------------
| |
| Duke Capital |
| |
-------------------
|
-------------------
| |
| PanEnergy |
| |
-------------------
|
-------------------
| |
| DESI |
| |
-------------------
|
-------------------
| |
| DEGAD |
| |
-------------------
|
-------------------
| |
| DEG |
| |
-------------------
|
-------------------
| | ----------
| Duke Hidronor |---------| DHOC |
| | ----------
-------------------
|
-------------------
| |
| DHCL |
| |
-------------------
|
| 16.54%
|
-------------------
| |
| Hidroneuquen |
| |
-------------------
|
| 59%
|
-------------------
| |
|Piedra del Aguila|
| |
-------------------
Ownership is 100% unless otherwise specified.
<PAGE>
EXHIBIT A-3
PJP
-------------------
| |
| Duke Energy |
| |
-------------------
|
-------------------
| | -------------
| Duke Capital |-----| DPSG |
| | -------------
------------------- |
| -------------
------------------- | DPSP |
| | -------------
| PanEnergy | | 40%
| | -------------
------------------- | NPS |
| -------------
-------------------
| |
| DESI |
| |
-------------------
|
-------------------
| |
| DEGAD |
| |
-------------------
|
-------------------
| |
| DEG |
| |
-------------------
|
-------------------
| |
| Duke Netherlands|
| |
-------------------
| 43%
-------------------
| |
| PJP |
| |
-------------------
Ownership is 100% unless otherwise specified.
<PAGE>
EXHIBIT A-4
ELECTROQUIL
-------------------
| |
| Duke Energy |
| |
-------------------
|
-------------------
| |
| Duke Capital |
| |
-------------------
|
-------------------
| |
| PanEnergy |
| |
-------------------
|
-------------------
| |
| DESI |------------
| | |
------------------- |
| |
------------------- |
| | | 1%
| DEGAD | |
| | |
------------------- |
| 99% |
------------------- |
| | |
| DEEP |-----------|
| |
-------------------
|
-------------------
| |
| DEI |
| |
-------------------
| 51.5%
-------------------
| |
| Electroquil |
| |
-------------------
Ownership is 100% unless otherwise specified.
<PAGE>
EXHIBIT A-5
NUEVA RENCA
-------------------
| |
| Duke Energy |
| |
-------------------
|
-------------------
| |
| Duke Capital |
| |
-------------------
|
-------------------
| |
| PanEnergy |
| |
-------------------
|
-------------------
| |
| DESI |
| |
-------------------
|
-------------------
| |
| DEGAD |
| |
-------------------
|
-------------------
| |
| DEG |
| |
-------------------
|
-------------------
| |
| Duke Blue Water |
| |
-------------------
| 99.99%
-------------------
| |
| DECH |
| |
-------------------
| 24%
-------------------
| |
| ESSA |
| |
-------------------
Ownership is 100% unless otherwise specified.
