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, 1997
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 (1) Powercor
Australia Ltd ("Powercor"), (2) Hazelwood Power, a general partnership organized
under the laws of Australia, (3) Hazelwood Power Corporation Pty Ltd, (4)
Hazelwood Pacific Pty Ltd, (5) EnergyWorks, LLC, (6) EnergyWorks (C.I.), LLC,
(7) EnergyWorks do Brasil Ltda., (8) New IndoPower Investment Company Pte. Ltd.,
(9) PT EnergyWorks Indonesia, (10) New IndiaPower Company One/New IndiaPower
Company Two, (11) EnergyWorks India Company Pvt. Ltd., (12) Electrificadora
Ecologica, S.A., (13) Molinos de Viento del Arenal, S.A., (14) Casa Palermo,
S.A., and (15) AeroEnergia, S.A., 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, Hazelwood Pacific
Pty Ltd ("HPAC"), is an indirect wholly-owned subsidiary of PacifiCorp (See Item
1(C)(2) below).
EnergyWorks and its subsidiaries are a joint venture between New Energy
Holdings I, an indirect wholly owned subsidiary of PacifiCorp, and Bechtel New
Energy Enterprises, Inc., a wholly owned subsidiary of Bechtel Corp., formed to
participate in energy-related projects around the world.
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.).
<PAGE>
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, Australia Melbourne, Victoria 3006
Australia
EnergyWorks, LLC EnergyWorks (C.I.), LLC
c/o Jeffrey W. Eckel c/o Jeffrey W. Eckel
8201 Corporate Drive, Suite 1250 Ugland House
Landover, MD 20785 South Church Street
Grand Cayman
Cayman Islands
EnergyWorks do Brasil Ltda. New IndoPower Investment
c/o Luiz Fernando Mendes Company Pte. Ltd.
Alameda Santo 745 c/o Jeffrey W. Eckel
Conj. 31 95 South Bridge Road
Sao Paulo, SP #10-10 Pidemco Center
CEP 01419-001 Singapore
058717
PT EnergyWorks Indonesia New IndiaPower Company One/
c/o Richard Chow New IndiaPower Company Two
Graha Paramita c/o Jeffrey W. Eckel
10th Floor Unit E 608 St. James Court
JI Denpasar Raya, Blok D-2 St. Denis Street
Kuningan, Jakarta 12940 Port Louis
Indonesia Mauritius
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EnergyWorks India Company Pvt. Ltd. Electrificadora Ecologica, S.A.
c/o Sunil Shah Singh c/o Jeffrey W. Eckel
Century Centre, 3rd Floor 8201 Corporate Drive, Suite 1250
39 TTK Road India Landover, MD 20785
Alwarpet
Chennai 600 018
India
Molinos de Viento del Arenal, S.A. Casa Palermo, S.A.
c/o Jeffrey W. Eckel c/o Jeffrey W. Eckel
8201 Corporate Drive, Suite 1250 8201 Corporate Drive, Suite 1250
Landover, MD 20785 Landover, MD 20785
AeroEnergia, S.A.
c/o Jeffrey W. Eckel
8201 Corporate Drive, Suite 1250
Landover, MD 20785
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 550,000
customers within approximately 57,915 square miles 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 ("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.
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(3) Of the remaining foreign utility companies identified in this Notice
none currently owns or operates facilities used for 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. EnergyWorks, however,
continues to explore opportunities to participate in suitable energy-related
projects through its various subsidiaries.
C. Identification of system companies holding an interest in the FUCO(s):
(1) Powercor: PacifiCorp Australia Holdings Pty Ltd, an indirect,
wholly-owned subsidiary of PacifiCorp Group Holdings Company ("Holdings"), holds
a 100% interest in Powercor. Holdings, an Oregon corporation, is a direct
wholly-owned subsidiary of PacifiCorp.
(2) Hazelwood:
(a) The partners in HP and their ownership interests are as follows:
(i) Hazelwood Pacific Pty Ltd, a company organized under the
laws of Australia, holds a 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.
(ii) Australian Power Partners, B.V., a Netherlands company
which is an indirect wholly-owned subsidiary of Destec
Energy, Inc., holds approximately a 20% interest.
(iii) National Power Australia Investments Limited, a direct,
wholly-owned subsidiary of National Power PLC, holds
approximately a 52% interest.
(iv) CISL (Hazelwood) Pty Ltd, an indirect subsidiary of
Commonwealth Bank of Australia, holds approximately a 6%
interest. Hazelwood Investment Company Pty Ltd, also an
indirect subsidiary of Commonwealth Bank of Australia,
holds approximately a 2% interest.
(b) National Power Australia Investments Limited holds 100% of the
shares of HPC in trust for the partners of HP as beneficial
owners.
(3) EnergyWorks, LLC: Bechtel New Energy Enterprises, Inc., a Delaware
corporation, holds a 50% interest in EnergyWorks, LLC. New Energy Holdings I, a
Delaware corporation, holds the remaining 50% interest in EnergyWorks, LLC.
PacifiCorp,
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an Oregon corporation, holds a 100% interest in New Energy Holdings I through
its wholly-owned subsidiary Holdings.
(4) EnergyWorks (C.I.), LLC: BEn EW International (Cayman Islands), Ltd., a
direct wholly-owned subsidiary of Bechtel New Energy Enterprises, Inc., holds a
50% interest in EnergyWorks (C.I.), LLC. EnergyWorks Holding I (Cayman Islands),
a direct wholly-owned subsidiary of New Energy Holdings I, holds the remaining
50% interest in EnergyWorks (C.I.), LLC.
(5) EnergyWorks do Brasil Ltda.: EnergyWorks (C.I.), LLC holds a 99.9%
interest in EnergyWorks do Brasil Ltda. The remaining 0.1% is held by
EnergyWorks, LLC.
(6) New IndoPower Investment Company Pte. Ltd.: EnergyWorks (C.I.), LLC
holds a 100% interest in New IndoPower Investment Company Pte. Ltd.
(7) PT EnergyWorks Indonesia: New IndoPower Investment Company Pte, Ltd.
holds a 99.9995% interest in PT EnergyWorks Indonesia.
(8) New IndiaPower Company One: EnergyWorks (C.I.), LLC holds a 99%
interest in New IndiaPower Company One. The remaining 1.0% is held by
EnergyWorks, LLC.
(9) New IndiaPower Company Two: EnergyWorks (C.I.), LLC holds a 99%
interest in New IndiaPower Company Two. The remaining 1.0% is held by
EnergyWorks, LLC.
(10) EnergyWorks India Company Pvt. Ltd.: New IndiaPower Company One holds
a 99.99% interest in EnergyWorks India Company Pvt. Ltd. The remaining 0.01% is
held by New IndiaPower Company Two.
(11) Electrificadora Ecologica, S.A.: EnergyWorks (C.I.), LLC holds a 100%
interest in Electrificadora Ecologica, S.A.
(12) Molinos de Viento del Arenal, S.A.: Electrificadora Ecologica, S.A.
holds a 49% interest in Molinos de Viento del Arenal, S.A. The remaining 51%
interest in Molinos de Viento del Arenal, S.A. is held by two Costa Rican
citizens: Samuel Viroslav and Solomon Lechtman.
(13) Casa Palermo, S.A.: EnergyWorks (C.I.), LLC holds a 100% interest in
Casa Palermo, S.A.
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(14) AeroEnergia: Casa Palermo holds a 49% interest in AeroEnergia. The
remaining 51% is held by two Costa Rican citizens: Samuel Viroslav and Solomon
Lechtman.
Item 2
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For the fiscal year ended December 31, 1997, 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, 1997, 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.
For the fiscal year ended December 31, 1997, there was no debt or other
financial obligation of EnergyWorks, LLC, EnergyWorks (C.I.), LLC, EnergyWorks
do Brasil Ltda., New IndoPower Investment Company Pte. Ltd., PT EnergyWorks
Indonesia, New IndiaPower Company One/New IndiaPower Company Two, EnergyWorks
India Company Pvt. Ltd., Electrificadora Ecologica, S.A., Molinos de Viento del
Arenal, S.A., Casa Palermo, S.A., or AeroEnergia, S.A. for which there was
recourse directly or indirectly to PacifiCorp, nor was there any direct or
indirect guarantee of any security of EnergyWorks, LLC, EnergyWorks (C.I.), LLC,
EnergyWorks do Brasil Ltda., New IndoPower Investment Company Pte. Ltd., PT
EnergyWorks Indonesia, New IndiaPower Company One/New IndiaPower Company Two,
EnergyWorks India Company Pvt. Ltd., Electrificadora Ecologica, S.A., Molinos de
Viento del Arenal, S.A., Casa Palermo, S.A., or AeroEnergia, S.A. by PacifiCorp.
Item 3
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For the fiscal year ended December 31, 1997, there were no service, sales
or construction contracts between any of Powercor, HP, HPC, HPAC, EnergyWorks,
LLC, EnergyWorks (C.I.), LLC, EnergyWorks do Brasil Ltda., New IndoPower
Investment Company Pte. Ltd., PT EnergyWorks Indonesia, New IndiaPower Company
One/New IndiaPower Company Two, EnergyWorks India Company Pvt. Ltd.,
Electrificadora Ecologica, S.A., Molinos de Viento del Arenal, S.A., Casa
Palermo, S.A., or AeroEnergia, S.A. 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.
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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, 1998.
PACIFICORP, an Oregon corporation
By: /s/ WILLIAM E. PERESSINI
-------------------------------------
William E. Peressini
Vice President and Treasurer
<PAGE>
Pacificorp
Form U-33-S
Exhibit A
Page 1 of 2
<TABLE>
<CAPTION>
<S> <C> <C>
Bechtel PacifiCorp
| |
| |
| PacifiCorp
| Group Holdings Company
| (Oregon)
| |
| |
Bechtel New 50% 50% New Energy |
Energy Enterprises, ----------------------------------------- Holdings I ------------------------continued on page 2
Inc. (Delaware) | (Delaware)
| | |
| | |
- ---------------------------------------------- EnergyWorks, L.L.C. |
| | (Delaware) |
| | |
| BEn EW 50% 50% |
| International --------------------------------------------- EnergyWorks
| (Cayman), Ltd. | Holdings I
| | (Cayman Islands)
| |
| EnergyWorks
| (C.I.), LLC
| (Cayman Islands)
| |
| ---------------------------------------------------------------------------------
| | 99% | | | | |
| ----------------------- | | | 100% | |
| | | | | New | 100% | 100%
| New New | | IndoPower Casa ELECSA
| 1% IndiaPower IndiaPower | | Investment Palermo (Costa Rica)
|----- Company Company | | Company (Costa Rica) |
| One Two | | Pte. Ltd. | |
| (Mauritius) (Mauritius) | | (Singapore) | 49% | 49%
| | | | | | AeroEnergia MOVASA
| | 99.99% | 0.01% | | | (Costa Rica) (Costa Rica)
| ---------------------- | 0.0005% | | 99.9995%
| | | ---------
| EnergyWorks | PT EnergyWorks
| India Company | Indonesia
| Pvt. Ltd. (India) | (Indonesia)
| | 99.9%
| EnergyWorks
- ------------------------------------- do Brasil, Ltda.
0.1%
</TABLE>
<PAGE>
Pacificorp
Form U-33-S
Exhibit A
Page 2 of 2
<TABLE>
<CAPTION>
<S> <C> <C>
PacifiCorp
|
|
PacifiCorp
Group Holdings Company
(Oregon)
|
|
|
continued from page 1 ------------------------------------------- PacifiCorp International Group
Holdings Company
(Oregon)
|
-------------------------------------------------------
| |
100% 100%
| |
Pan-Pacific Global Eastern
Corporation Investment
| Company
| |
| |
| |
----------------- ------------------
| |
| |
80% 20%
| |
| |
----------------------
|
--------------------------------------- PacifiCorp
| Australia, LLC
100% |
| 100%
Hazelwood |
Australia, |
Inc. |
| |
| PacifiCorp
---------------------- Australia
| | Holdings Pty Ltd
| | |
100% 100% |
| | |
Hazelwood PacifiCorp 100%
Holdings, Inc. Global, Inc. |
| | |
| | |
10% 90% PowerCor Australia Ltd
| |
| |
----------------------
|
|
Hazelwood Pacific
Pty Ltd
|
|
|
19.90%
|
|
Hazelwood
Power
</TABLE>
