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, 1996
Filed pursuant to the Public Utility Holding Company
Act of 1935 by
PacifiCorp
(Name of filing Company)
700 NE Multnomah, Suite 1600
Portland, Oregon 97232
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PacifiCorp, an Oregon corporation ("PacifiCorp"), 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. PacifiCorp is a United States
public utility company and an associate company of each of i) Powercor Australia
Ltd ("Powercor"), ii) Hazelwood Power, a general partnership organized under the
laws of Australia, iii) Hazelwood Power Corporation Pty Ltd, and iv) Hazelwood
Pacific Pty Ltd ("HPAC"), each a foreign utility company.
PacifiCorp 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, HPAC, is an
indirect, wholly-owned subsidiary of PacifiCorp (See Item 1(C) 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.).
Item 1
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A. Name, location and business address of each foreign utility company:
Powercor Australia Ltd Hazelwood Power Corporation Pty Ltd
Level 3 c/o Phillips Fox
77 Southbank Boulevard 120 Collins Street
Southbank, Victoria, 3006 Melbourne, Victoria 3000, Australia
Australia
Hazelwood Power Hazelwood Pacific Pty Ltd.
c/o Phillips Fox Level 3
120 Collins Street 77 Southbank Boulevard
Melbourne, Victoria 3000, Melbourne, Victoria 3006
Australia Australia
Page 2 of 5
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B. Description of the facilities utilized for the generation, transmission and
distribution of electric energy for sale:
(1) Powercor is a distribution utility providing retail electric service in
the state of Victoria, Australia. Powercor serves approximately 546,814
customers within approximately 150,000 square kilometers 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.
(2) 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. Pursuant to a subsequent change of corporate structure
and name, Hazelwood Power Corporation Ltd is now known as Hazelwood Power
Corporation Pty Ltd, and is referred to herein as "HPC". 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 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.
HPC holds various contracts and licenses related to the acquired facilities
in trust for the partners of HP, and as trustee, has certain rights to use the
facilities for the generation and sale of power.
C. Identification of system companies holding an interest in the FUCO(s):
(1) Powercor: One hundred percent (100%) of the voting securities of
Powercor are owned by PacifiCorp Australia Holdings Pty Ltd, an indirect,
wholly-owned subsidiary of PacifiCorp Holdings, Inc. ("PHI"). PHI is a direct,
wholly-owned subsidiary of PacifiCorp.
(2) Hazelwood:
(a) The partners in HP (the "Hazelwood Partners") and their ownership
interests are as follows:
(i) Hazelwood Pacific Pty Ltd, a company organized under the
laws of Australia, holds a 19.90 percent (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.
Page 3 of 5
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(ii) Australian Power Partners, B.V., a Netherlands company which
is an indirect wholly-owned subsidiary of Destec Energy,
Inc., owns approximately a 20 percent (20%) interest.
(iii) National Power Australia Investments Limited, a direct,
wholly-owned subsidiary of National Power PLC, owns
approximately a 52 percent (52%) interest.
(iv) CISL (Hazelwood) Pty Ltd, an indirect subsidiary of
Commonwealth Bank of Australia, holds approximately a 6
percent interest. Hazelwood Investment Company Pty Ltd, also
an indirect subsidiary of Commonwealth Bank of Australia,
holds approximately a 2 percent (2%) interest.
(b) National Power Australia Investments Limited holds one hundred
percent (100%) of the shares of HPC in trust for the partners of
HP as beneficial owners.
Item 2
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For the fiscal year ended December 31, 1996, 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.
For the fiscal year ended December 31, 1996, there was no debt or other
financial obligation of HP, HPC or HPAC for which there was recourse directly or
indirectly to PacifiCorp, nor was there any direct or indirect guarantee of any
security of HP, HPC, or HPAC by PacifiCorp.
Item 3
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For the fiscal year ended December 31, 1996, there were no service, sales
or construction contracts between any of Powercor, HP, HPC, or HPAC on the one
hand, and PacifiCorp 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
PacifiCorp.
Page 4 of 5
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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 undesigned 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: April 29, 1997.
PACIFICORP, an Oregon corporation
By: WILLIAM E. PERESSINI
-------------------------------------
William E. Peressini
Vice President and Treasurer
Page 5 of 5
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EXHIBIT A
ORGANIZATIONAL
CHART
<TABLE>
<CAPTION>
<S> <C> <C>
--------------
| PacifiCorp |
--------------
|
|
100%
|
|
----------------------------
| PacifiCorp Holdings, Inc. |
----------------------------
|
|
|
------------------------------------------------------------
| |
| |
| |
100% 100%
---------------------- ----------------------
| Pan-Pacific Global | | Eastern Investment |
| Corporation | | Company |
---------------------- ----------------------
| |
| |
| |
---------------------------------------- --------------------
| | |
| | |
100% 80% 20%
| | |
-------------------------------- -----------------------------
| Hazelwood Australia, Inc. | | PacifiCorp Australia, LLC |
-------------------------------- -----------------------------
| |
| |
-------------------------------- 100%
| | |
| | |
100% 100% |
| | |
- ---------------------------- --------------------------- ------------------------
| Hazelwood Holdings, Inc. | | PacifiCorp Global, Inc. | | PacifiCorp Australia |
- ---------------------------- --------------------------- | Holdings Pty Ltd |
| | ------------------------
10% 90% |
| | |
| | 100%
------------- ------------ |
| | |
--------------------- --------------------------
| Hazelwood Pacific | | PowerCor Australia Ltd |
| Pty Ltd | --------------------------
---------------------
|
|
19.90%
|
|
-------------------
| Hazelwood Power |
-------------------
</TABLE>
