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
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. 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")
2
<PAGE>
Duke Hidronor, a Delaware corporation, is a wholly owned direct
subsidiary of 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 of Duke Capital Corporation, a Delaware corporation
("Duke Capital"), which, in turn, is a wholly owned subsidiary of Duke Energy.
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 securities of DHOC. DHOC is an operator of the Piedra del Aguila
facility.
2. 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, 1999, approximately forty-three percent (43%) of the
outstanding voting securities of PJP is owned by Duke Netherlands, a Dutch
entity, 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 securities of NPS is forty percent (40%) owned by
3
<PAGE>
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.
3. ELECTROQUIL FACILITY
Location of Guayaquil, Ecuador
Facility:
Business Electroquil S.A. ("Electroquil")
Address: K.M. via a la Costa
Guayaquil, Republica del Ecuador
DESCRIPTION OF FACILITIES
The Electroquil facilities consist of a 168 MW, diesel-fired power
generation facility located near Guayaquil, Ecuador. Electroquil sells
electricity to the Government of Ecuador 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 securities 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.
4. 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 MW 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")
4
<PAGE>
Twenty-four percent (24%) of the outstanding voting securities 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."
5. EGENOR FACILITY
Location of
Facility: Northern Peru
Business EGENOR S.A. ("Egenor")
Address: Avenida Pardo y Aliaga No. 699
San Isidro
Lima 27
Peru
DESCRIPTION OF FACILITY
The facilities owned by Egenor are described below:
Hydro Facilities
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 145MW Canon del Pato
plant and the 80MW Carhuaquero plant. Both plants have recently completed
expansions that, combined, added 102MW of capacity (90MW at Canon del Pato and
12MW at Carhuaquero). Both units are run-of-river hydro plants that sell energy
to the grid on a competitive spot market and to customers under term agreements.
Thermal Facilities
The 190MW of thermal capacity consists of 5 simple-cycle diesel fired
gas turbines and twenty-four diesel engines located at 6 separate plant sites
along the coastline in northern Peru. Energy is sold to the grid on a
competitive spot market based on dispatch instructions received from a central
dispatch center
Transmission Facilities
Egenor owns approximately 268 kilometers of 138kV and 83 kilometers of
220 kV of transmission facilities, interconnecting certain power generation
assets among themselves or to the grid.
5
<PAGE>
ASSOCIATED FOREIGN UTILITY COMPANIES AND DESCRIPTION OF OWNERSHIP
INTERESTS
Dominion Holding Peru S.A.C.
Inversiones Dominion Peru S.A.
Duke Energy International Peru Holdings No. 2, LLC
Duke Energy International Peru Holdings No. 1, LLC
Inversiones Dominion Peru S.A. ("IDP"), a Peruvian company, owns sixty
percent (60%) of the voting equity securities of Egenor. Fifty-one percent (51%)
of the voting securities of IDP are owned by Dominion Holding Peru S.A.C.
("DHP"), a Peruvian company and forty-nine percent (49%) of the outstanding
voting securities of IDP are owned by Duke Energy International Peru Holdings
No. 2, LLC, a Delaware limited liability company.
Duke Energy International Peru Holdings No. 2 LLC owns approximately
99.99% of the outstanding voting securities of DHP and Duke Energy International
Peru Holdings No. 1, LLC owns the remaining 0.01%.
Duke Energy International Peru Holdings No. 2, LLC owns thirty percent
(30%) of the voting equity securities of Egenor.
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 DEG, which is owned as previously
described.
6. ACAJUTLA AND GENERSAL FACILITIES
The names and business addresses of the foreign utility companies
associated with the Acajutla and Genersal facilities are:
A. Duke Energy International El Salvador Investments No. 1, Ltd.
("DEI El Salvador-Bermuda")
5400 Westheimer Court
Houston, TX 77056-5310
B. Duke Energy International El Salvador Investments No. 1, S.A.
de C.V.
("DEI El Salvador")
170 Calle Lorena
Colonia Roma, San Salvador
El Salvador
C. Generadora Acajutla, S.A. de C.V. ("Acajutla")
170 Calle Lorena
Colonia Roma, San Salvador
El Salvador
6
<PAGE>
D. Generadora Salvadorena, S.A. de C.V. ("Genersal")
170 Calle Lorena
Colonia Roma, San Salvador
El Salvador
DESCRIPTION OF FACILITIES
The facilities owned by each of the foreign utility companies listed in
this section are described below:
A. DEI El Salvador-Bermuda
DEI El Salvador-Bermuda owns 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 owns 80.118% of the voting securities of Acajutla and
96.941% of the voting securities of Genersal. DEI El Salvador owns 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,
approximately 81 kilometers from San Salvador. The plant has an installed
capacity of 220.1 MW and an effective capacity of 183 MWMW. 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, is in the process of modernizing
and expanding the Acajutla facility, adding 96MW of capacity by installing 6
additional engines which will run on bunker C fuel oil at an expected cost of
$75 million.
D. Genersal
The assets of Genersal consist of two generating plants, Soyapango and
San Miguel, which have a combined installed capacity of 84.4 MW and an effective
capacity of 75 MW . Soyapango is located within the city limits of San Salvador
and has an installed capacity of 55.7 MW 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 and has an installed capacity
of 28.7 MW. 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.
7
<PAGE>
The power generated at Soyapango and San Miguel is sold through a combination of
contract and spot market sales, depending on market conditions.
ASSOCIATED FOREIGN UTILITY COMPANIES AND DESCRIPTION OF OWNERSHIP
INTERESTS
DEI El Salvador owns 80.118% of the voting equity securities of
Acajutla, and 96.941% of the voting equity securities of Genersal. 99% 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 DEGAD, which is owned as
previously described.
7. AUSTRALIAN FOREIGN UTILITY COMPANY FACILITIES ASSETS
The names and business addresses of the foreign utility companies owned
by Duke Energy in Australia are:
A. Duke Energy Development Pty Ltd ("Duke Development")
Level 33, Waterfront Place
1 Eagle Street
Brisbane, Qld 4000 Australia
B. Duke Energy WA Holdings Pty Ltd ("Duke WA Holdings")
Level 33, Waterfront Place
1 Eagle Street
Brisbane, Qld 4000 Australia
C. Duke Energy WA Power Pty Ltd ("Duke WA Power")
Level 33, Waterfront Place
1 Eagle Street
Brisbane, Qld 4000 Australia
DESCRIPTION OF FACILITIES
The facilities owned by each of the foreign utility companies listed in
this section are described below:
A. Duke Development
Duke Development has acquired interests in development projects in
Australia which are still in planning stages:
(i) a nominal 300MW combined cycle gas turbine integrated with the
Whylla steelworks in South Australia fueled by a combination
of plant off-gases and natural gas.
(ii) a nominal 220MW combine cycle gas turbine integrated with the
Port Kembla steelworks in New South Wales fueled by a
combination of plant off-gases and natural gas.
8
<PAGE>
Duke WA Holdings and Duke WA Power
----------------------------------
Duke WA Holdings owns the following power facilities located in Western
Australia:
(i) Mt. Newman power station, which has a nominal installed
capacity of 105MW consisting of three 35MW Frame 6 gas
turbines with an adjacent switchyard. The power station was
completed in 1995 and commenced operation in 1996; and
(ii) Port Hedland power station, consisting of a stand-alone three
unit power generation facility and two turbines located at the
Port Hedland HBI plant. The stand-alone facility has a nominal
installed capacity of 105MW comprising three 35MW Frame 6 gas
turbines with an adjacent switchyard and transmission lines
connecting the facility to two substations owned by Western
Power Corporation. The gas turbines entered into commercial
service in 1995 and supply electricity to port operations at
Nelson Point and Finucane Island, the HBI plant and the Mt.
Goldsworthy Mining Associates Joint Venture mine operations.
The HBI power facilities are located within the HBI plant at
Port Hedland and include two 35MW nominal capacity turbines
which will provide electricity and heat for the HBI process.
These facilities are currently being commissioned.
Duke WA Power also holds an 11.834% interest in the Goldfields Gas
Transmission Joint Venture. This joint venture was formed to build and own the
1,400 km Goldfields Gas Transmission Pipeline which extends from the North West
Shelf of Western Australia to Kalgoorlie. The pipeline was constructed in 1996.
Duke WA Holdings and Duke WA Power have jointly entered into separate
Power Purchase Agreements with BHP Iron Ore Pty Ltd and BHP Direct Reduced Iron
Pty Ltd for the supply of power from the Newman and Port Hedland power stations.
It has also entered into Gas Supply Agreements with Pilbara Gas Pty Ltd for both
the Mt. Newman and Port Hedland power stations.
ASSOCIATED FOREIGN UTILITY COMPANIES AND DESCRIPTION OF OWNERSHIP
INTERESTS
The outstanding voting stock of Duke Development is owned by DEGAD,
which is owned as previously described.
Duke WA Holdings is a wholly owned subsidiary of Duke Energy Australia
Ltd., a Bermuda corporation, which is a wholly owned subsidiary of TE Bermuda,
which is owned as previously described. Duke WA Power is a wholly owned
subsidiary of Duke WA Holdings.
9
<PAGE>
8. NEW ZEALAND FOREIGN UTILITY COMPANY FACILITIES ASSETS
Set forth below is the name and business address of the foreign utility
company owned by Duke Energy based in New Zealand:
Duke Energy New Zealand Limited ("Duke New Zealand")
5400 Westheimer Court
Houston, TX 77056
DESCRIPTION OF FACILITIES
Duke New Zealand operates the following facilities located at Glenbrook
(outside of Auckland), New Zealand:
(i) Kilns co-generation plant which consists of four boilers and a
74 MW steam turbine generator, which was commissioned in 1997;
(ii) Multi-Hearth Furnace co-generation plant consisting of four
boilers and two condensing turbines which, operating together,
normally produce a combined output of approximately 20MW. The
plant was commissioned in 1987; and,
(iii) Slab Reheat Furnace Waste Heat Boiler which uses feedwater
drawn from the Multi-Hearth Furnace co-generation plant. Steam
produced by the waste heat boiler is transferred to a nearby
process steam main.
Duke New Zealand has entered into separate Power Purchase Agreements
with BHP New Zealand Steel Ltd for the supply of steam and electricity from each
of these facilities.
ASSOCIATED FOREIGN UTILITY COMPANIES AND DESCRIPTION OF OWNERSHIP
Duke New Zealand is a wholly owned subsidiary of Texas Eastern
(Bermuda) Ltd ("TE Bermuda"), which is a wholly owned subsidiary of DEGAD, which
is owned as previously described.
9. PARANAPANEMA
The names and business addresses of the foreign utility companies
associated with Paranapanema are:
A. Duke Energia do Brasil Ltda ("Duke Brazil")
Rua Boa Vista 254
7 andar, sala 721,
Centro, Sao Paulo, Sao Paulo
Brazil
10
<PAGE>
B. Duke Energia do Sudeste Ltda ("Duke Sudeste")
Ruo Boa Vista 254
7 andar, sala 721,
Centro, Sao Paulo, Sao Paulo
Brazil
C. Companhia de Geracao de Energia Eletrica Paranapanema
("Paranapanema")
Rua da Consolacao, 1875, 9 andar
Sao Paulo, Sao Paulo
Brazil
DESCRIPTION OF FACILITIES
The facilities owned by each of the foreign utility companies listed in
this section are described below:
A. Duke Brazil
Duke Brazil will own no electric facilities except through its indirect
ownership of the securities of Paranapanema, as described below under
"Ownership."
B. Duke Sudeste
Duke Sudeste acquired 71.27% of the voting securities of Paranapanema,
along with 3.6% of Paranapanema's preferred stock. The purchase price paid for
the stock of Paranapanema was 1.239 billion reais, or approximately US$680
million. Paranapanema also has 750 million reais (approximately US$416 million)
of low-interest debt outstanding. Duke Sudeste owns no electric facilities
except through its ownership of the securities of Paranapanema.
C. Paranapanema
Paranapanema owns and operates eight hydroelectric generating
facilities on the Paranapanema River in the Sao Paulo state of Brazil. The
facilities have a combined installed capacity of 2,307 MW.
Over 90% of the generation provided by the facilities will remain under
contract to four electric distribution companies through the year 2002. After
2002, the contracts will be phased out over a four-year period, and the
generation will become available for the spot market or bilateral contracts. The
tariffs under the original contracts are established by an independent
regulatory agency (ANEEL) and are indexed for inflation.
ASSOCIATED FOREIGN UTILITY COMPANIES AND DESCRIPTION OF OWNERSHIP
INTERESTS
11
<PAGE>
Duke Sudeste owns 71.27% of the voting equity securities of
Paranapanema, and 3.6% of the preferred securities. 99% of the outstanding
voting securities of Duke Sudeste are owned by Duke Brazil and 1% of such stock
is owned by DEG, which is owned as previously described. 99% of the outstanding
voting securities of Duke Brazil are owned by DEG, and 1% of such stock is owned
by DEGAD, which is owned as previously described.
10. MOLLEJON FACILITY
The names and business addresses of the foreign utility companies
associated with the Mollejon facility are:
A. Duke Energy International Holdings No. 1. Ltd.
("DEI No. 1")
5400 Westheimer Court
Houston, TX 77056-5310
B. Duke Energy International Belize Investments No. 1, Ltd.
("DEI Belize-Bermuda")
5400 Westheimer Court
Houston, TX 77056-5310
C. Duke Energy International Belize, Inc.
("DEI Belize")
P.O. Box 87
San Ignacio, Cayo District
Belize
D. Belize Electric Company Limited ("BECOL")
P.O. Box 87
San Ignacio, Cayo District
Belize
DESCRIPTION OF FACILITY
The facilities owned by each of the foreign utility companies listed in
this section are described below:
A. DEI No. 1 and DEI Belize-Bermuda
DEI No. 1 and DEI Belize-Bermuda own no electric facilities except
through their indirect ownership, as the parent companies of DEI Belize, of the
securities of BECOL. The ownership of such entities is described further below
under "Ownership."
B. DEI Belize
DEI Belize owns 95% of the voting securities of BECOL. DEI Belize owns
no electric facilities except through its ownership of the securities of BECOL.
C. BECOL
12
<PAGE>
The assets of BECOL are comprised of a single hydroelectric plant with
three generating units. The plant is located in the Cayo District of Belize, on
the Macal River. The plant has an installed and effective capacity of 25.2 MW.
The reservoir has a maximum level of 1.7 cubic meters and a minimum level of
650,000 cubic meters. All of the power from Mollejon is sold through a power
purchase agreement to Belize Electricity Ltd. ("BEL").
ASSOCIATED FOREIGN UTILITY COMPANIES AND DESCRIPTION OF OWNERSHIP
INTERESTS
DEI Belize owns 95% of the voting equity securities of BECOL. All of
the outstanding voting securities of DEI Belize are owned by DEI Belize-Bermuda,
which is a wholly owned subsidiary of DEI No. 1. DEI No. 1 is a wholly owned
subsidiary of DEG. DEG is wholly owned by DEGAD, which is owned as previously
described.
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.
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. As of December 31, 1999, the credit
facility had no amount outstanding. In 1999 Duke Hidronor invested in the Series
V Subordinated Trust Notes due 2023 issued by Hidroneuquen. As of December 31,
1999, the balance due to Duke Hidronor was $3,415,510.00.
Duke Netherlands had $13 million notes receivable from PJP, as of
December 31, 1999.
Duke Capital has guaranteed the following BECOL debt (i) $10 million
payable to the International Finance Corporation; and (ii) $15 million payable
to the Commonwealth Development Foundation. In addition, there are $22.8 million
in notes receivable from BECOL to Duke Capital.
Duke Energy Australia Pty Ltd ("DEA") (the corporate service and
finance provider for the Australian group) obtained a A$498,000,000 bridge loan
facility from a group of three banks. The facility was guaranteed by Duke
Capital. The funds loaned by DEA were then on-lent to Duke WA Holdings and Duke
New Zealand to fund acquisitions of certain of the facilities described herein.
The bridge facility was taken out in December 1999, partly by a
non-recourse project finance facility of A$250,000,000, partly by subordinated
debt from DEA. The project finance is entirely non-recourse to parent. Duke
Capital guarantees the remaining $241,000,000 of subordinated debt of DEA.
ITEM 3
13
<PAGE>
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.
14
<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 28, 2000
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
Robert T. Lucas III
Assistant Secretary and Associate General Counsel
Duke Energy Corporation PB05E
422 South Church Street
Charlotte, North Carolina 28202-1904
15
<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 Piedra del Aguila
Exhibit A-2 PJP
Exhibit A-3 Electroquil
Exhibit A-4 Nueva Renca
Exhibit A-5 Egenor
Exhibit A-6 Acajutla & Genersal
Exhibit A-7 Australia
Exhibit A-8 New Zealand
Exhibit A-9 Paranapanema
Exhibit A-10 Mollejon
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.
16
<PAGE>
EXHIBIT A-1
PIEDRA DEL AGUILA
- - - - - - -
| Duke Energy |
- - - - - - -
|
|
- - - - - - - -
| Duke Capital |
- - - - - - - -
|
|
- - - - - - -
| PanEnergy |
- - - - - - -
|
|
- - - -
| DESI |
- - - -
|
|
- - - - -
| DEGAD |
- - - - -
|
|
- - -
| DEG |
- - -
|
|
- - - - - - - - - - - - -
| Duke Hidronor |- - - - - - - | DHOC |
- - - - - - - - - - - - -
|
|
|
- - - - - - - - - - - - - - - - -
| Duke Hidronor (Caymans) Ltd. |
- - - - - - - - - - - - - - - - -
|
| 16.54%
- - - - - - - - - -
| Hidroneuquen |
- - - - - - - - - -
|
| 59%
- - - - - - - - - - -
| Piedra del Aguila |
- - - - - - - - - - -
Ownership is 100% unless otherwise specified
<PAGE>
EXHIBIT A-2
PJP
- - - - - - -
|Duke Energy |
- - - - - - -
|
|
|
- - - - - - - - - - - -
| Duke Capital |- - - - - | DPSG |
- - - - - - - - - - - -
| |
| - - - -
| | DPSP |
- - - - - - - - - -
| PanEnergy | | 40%
- - - - - - - - - -
| | NPS |
| - - - -
|
- - - -
| DESI |
- - - -
|
|
|
- - - -
| DEGAD |
- - - -
|
|
|
- - - -
| DEG |
- - - -
|
|
|
- - - - - - - - - - - - - - - - - -
| Duke Netherlands LT Holdings B.V. |
- - - - - - - - - - - - - - - - - -
|
|
| 43%
- - - -
| PJP |
- - - -
Ownership is 100% unless otherwise specified
<PAGE>
EXHIBIT A-3
ELECTROQUIL
- - - - - -
| Duke Energy |
- - - - - - - -
|
|
|
- - - - - - - -
| Duke Capital |
- - - - - - - -
|
|
|
- - - - - - -
| PanEnergy |
- - - - - - -
|
|
|
- - - -
| DESI |- - - - - - - -
- - - - |
| |
| |
| |
- - - - - |
| DEGAD | | 1%
- - - - - |
| |
| |
| 99% |
- - - - |
| DEEP |- - - - - - - -
- - - -
|
|
|
- - - - - - - - - - - - - - -
| DEI del Ecuador Cia. Ltda. |
- - - - - - - - - - - - - - -
|
|
| 51.5%
- - - - - - - - - - -
| Electroquil, S.A. |
- - - - - - - - - - -
Ownership is 100% unless otherwise specified
<PAGE>
EXHIBIT A-4
NUEVA RENCA
- - - - - -
| Duke Energy |
- - - - - - - -
|
|
|
- - - - - - - -
| Duke Capital |
- - - - - - - -
|
|
|
- - - - - - -
| PanEnergy |
- - - - - - -
|
|
|
- - - -
| DESI |
- - - -
|
|
|
- - - - -
| DEGAD |
- - - - -
|
|
|
- - -
| DEG |- - - - - - - -
- - - |
| |
| |
| |
- - - - - - - - - - - - - - - - - -
| Duke Blue Water | | Duke Hidronor |
- - - - - - - - - - - - - - - - - -
| | 0.01%
| |
| 99.99% |
- - - - |
| DECH |- - - - - - - -
- - - -
|
|
| 24%
- - - -
| ESSA |
- - - -
Ownership is 100% unless otherwise specified
<PAGE>
EXHIBIT A-5
EGENOR
- - - - - -
| Duke Energy |
- - - - - - - -
|
|
|
- - - - - - - -
| Duke Capital |
- - - - - - - -
|
|
|
- - - - - - -
| PanEnergy |
- - - - - - -
|
|
|
- - - -
| DESI |
- - - -
|
|
|
- - - - -
| DEGAD |
- - - - -
|
|
|
- - -
| DEG |
- - -
|
|
|
- - - - - - - - - - - - - -
| Duke Energy International |
| Holdings No. 1 LLC |
- - - - - - - - - - - - - -
|
|
|
- - - - - - - - - - - - - -
| Duke Energy International |
| Holdings No. 2 LLC |
- - - - - - - - - - - - - -
Ownership is 100% unless otherwise specified
<PAGE>
EXHIBIT A-6
ACAJUTLA & GENERSAL
- - - - - -
| Duke Energy |
- - - - - - - -
|
|
|
- - - - - - - -
| Duke Capital |
- - - - - - - -
|
|
|
- - - - - - -
| PanEnergy |
- - - - - - -
|
|
|
- - - -
| DESI |
- - - -
|
|
|
- - - - -
| DEGAD |
- - - - -
|
|
|
- - - - - - -
| TE Bermuda |
- - - - - - -
|
|
|
- - - - - - - - - - - - - - - - - - - - - - - - -
| DEI El Salvador Investments No. Ltd. - Bermuda |
- - - - - - - - - - - - - - - - - - - - - - - - -
|
|
| 99%
- - - - - - - - - - - - - - - - - - - - - - - - - - -
| DEI El Salvador Investments No. 1 Ltd. S.A. de C.V. |
- - - - - - - - - - - - - - - - - - - - - - - - - - -
|
|
| 80.118%
- - - - - -
| Acajutla |
- - - - - -
|
|
| 96.94%
- - - - - -
| Genersal |
- - - - - -
Ownership is 100% unless otherwise specified
<PAGE>
EXHIBIT A-7
AUSTRALIA
- - - - - -
| Duke Energy |
- - - - - - - -
|
|
|
- - - - - - - -
| Duke Capital |
- - - - - - - -
|
|
|
- - - - - - -
| PanEnergy |
- - - - - - -
|
|
|
- - - -
| DESI |
- - - -
|
|
|
- - - - - - - - - - - - - - -
| DEGAD | | Duke Development |
- - - - - - - - - - - - - - -
|
|
|
- - - - - - -
| TE Bermuda |
- - - - - - -
|
|
|
- - - - - - - - - - - - - - - - - - -
| Duke Energy Australia Ltd.- Bermuda |
- - - - - - - - - - - - - - - - - - -
|
|
|
- - - - - - - - - -
| Duke WA Holdings |
- - - - - - - - - -
|
|
|
- - - - - -
| Duke WA Power |
- - - - - -
Ownership is 100% unless otherwise specified
<PAGE>
EXHIBIT A-8
NEW ZEALAND
- - - - - -
| Duke Energy |
- - - - - - - -
|
|
|
- - - - - - - -
| Duke Capital |
- - - - - - - -
|
|
|
- - - - - - -
| PanEnergy |
- - - - - - -
|
|
|
- - - -
| DESI |
- - - -
|
|
|
- - - - -
| DEGAD |
- - - - -
|
|
|
- - - - - - -
| TE Bermuda |
- - - - - - -
|
|
|
- - - - - - - - - -
| Duke New Zealand |
- - - - - - - - - -
Ownership is 100% unless otherwise specified
<PAGE>
EXHIBIT A-9
PARANAPANEMA
- - - - - -
| Duke Energy |
- - - - - - - -
|
|
|
- - - - - - - -
| Duke Capital |
- - - - - - - -
|
|
|
- - - - - - -
| PanEnergy |
- - - - - - -
|
|
|
- - - -
| DESI |
- - - -
|
|
|
- - - - -
| - - - - - - - | DEGAD |
| - - - - -
| |
| |
| |
1% | - - -
| | DEG | - - - - - - -
| - - - |
| | |
| | |
| | 99% |
| - - - - - - - - |
- - - - - | Duke Brazil | | 1%
- - - - - - - - |
| |
| |
| 99% |
- - - - - - - - |
| Duke Sudeste |- - - - - -
- - - - - - - -
|
|
| 71.27%
- - - - - - -
| Paranapanema |
- - - - - - -
Ownership is 100% unless otherwise specified
<PAGE>
EXHIBIT A-10
MOLLEJON
- - - - - -
| Duke Energy |
- - - - - - - -
|
|
|
- - - - - - - -
| Duke Capital |
- - - - - - - -
|
|
|
- - - - - - -
| PanEnergy |
- - - - - - -
|
|
|
- - - -
| DESI |
- - - -
|
|
|
- - - - -
| DEGAD |
- - - - -
|
|
|
- - -
| DEG |
- - -
|
|
|
- - - - - -
| DEI No. 1 |
- - - - - -
|
|
|
- - - - - - - - - -
| DEI Belize-Bermuda |
- - - - - - - - - -
|
|
|
- - - - - - - - - - - - - - - - - - - -
| Dominion Energy Central America Inc. |
- - - - - - - - - - - - - - - - - - - -
|
|
| 95%
- - - - -
| BECOL |
- - - - -
Ownership is 100% unless otherwise specified