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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U-3A-2
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Energy Convergence Holding Company hereby files with the Securities and
Exchange Commission, pursuant to Rule 2, its statement claiming an exemption
pursuant to Rule 2 from the provisions of the Public Utility Holding Company Act
of 1935 (the "Act"), except section 9(a)(2) of the Act, by operation of section
3(a)(1) of the Act,15 U.S.C. (S) 79c(a)(1), and submits the following
information:
1. Name, state of organization, location, nature of business of claimant
and every subsidiary thereof, other than any exempt wholesale
generator (EWG) or foreign utility company in which claimant directly
or indirectly holds an interest.
Claimant
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Name: Energy Convergence Holding Company
State of Organization: Illinois
Location: 500 South 27th Street
Decatur, Illinois 62525
Nature of business: Ownership of the voting securities of Energy
Convergence Acquisition Corporation and Dynegy Acquisition Corporation,
Inc. Neither of these subsidiaries has any assets, revenues or operations
at present. Claimant will merge Dynegy Inc. ("Dynegy"), a Delaware
corporation, into Dynegy Acquisition Corporation. Dynegy is an energy
production, processing and marketing company with no public utility assets
and no public utility subsidiaries or affiliates as defined under the Act.
Claimant also will merge Illinova Corporation ("Illinova"), an Illinois
business corporation and a public utility holding company into Energy
Convergence Acquisition Company. Illinova is exempt from all provisions of
the Act except Section 9(a)(2) by virtue of Section 3(a)(1) of the Act.
Illinova and each of the public-utility subsidiary companies from which it
derives a material part of its income are predominantly intrastate in
character and conduct their business substantially within the State of
Illinois. Illinova Corporation,
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HCAR No. 8305 (May 18, 1994) (approving formation of Illinova and exemption
under Section 3(a)(1) of the Act).
Claimant intends to close these acquisitions during the first quarter of
the year 2000, and further proposes to file in accordance with Rule 2 an updated
statement of exemption prior to March 1, 2000. Claimant's activities as a
holding company as defined within Section 2(a)(7) of the Act pertain to Illinois
public-utility operations, the public-utility operations conducted by Illinova
pursuant to its exemption under Section 3(a)(1) of the Act.
Energy Convergence Acquisition Corporation
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Name: Energy Convergence Acquisition Corporation
State of Organization: Illinois
Location: 500 South 27th Street
Decatur, Illinois 62525
Nature of business: will merge into Illinova.
Dynegy Acquisition Corporation
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Name: Dynegy Acquisition Corporation
State of Organization: Delaware
Location: 1000 Louisiana Street Suite 5800
Houston, Texas 77002
Nature of business: will merge into Dynegy.
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation,
transmission, and distribution of electric energy for sale, or for the
production, transmission, and distribution of natural or manufactured
gas, indicating the location of principal generating plants,
transmission lines, producing fields, gas manufacturing plants, and
electric and gas distribution facilities, including all such
properties which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines which
deliver or receive electric energy or gas at the borders of the State.
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Claimant
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Neither Claimant nor any of its subsidiaries are public utility companies
or own public utility assets as defined under the Act.
Illinova
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All utility assets are located in the State of Illinois and are operated by
subsidiaries of Illinova. Three subsidiaries of Illinova own and operate utility
assets, Illinois Generating Company ("Illinova Generating"), Illinois Power
Company ("Illinois Power"), and Illinova Power Marketing, Inc. Each is an
Illinois business corporation. Illinois Generating Company owns a 20-percent
interest in the outstanding common stock of Electric Energy, Inc. ("EEInc.")
EEInc. is the owner of a 1,104 MW coal-fired generating facility located in
Joppa, Illinois (the "EEI Facility"). EEInc. was organized for purposes of
generating electricity for sale to a nuclear fuel processing facility operated
by U.S. Enrichment Corp. and located in Paducah, Kentucky ("Paducah Plant").
Approximately 70 percent of the output produced by the EEI Facility is sold to
the Paducah Plant pursuant to a long-term contract. The Commission treats the
transaction with the federal government as unique and disregards those sales
for the purposes of administering standards based upon sales under the Act.
Union Electric Co., 40 S.E.C. 1072 (1962). For the reasons discussed in the
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request for the Illinova Generating Company No Action Letter released on October
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22, 1996, this transaction effectively is an Illinois transaction. The remaining
30 percent of the capacity produced by the EEI Facility is sold on a pro-rata
basis to the facility's owners. Illinova Generating's pro-rata share of the
surplus capacity produced by the EEI Facility is sold to Illinois Power pursuant
to a long-term contract, and is resold by Illinois Power.
Illinois Power is a wholly-owned subsidiary of Illinova. Illinois Power is
an electric and natural gas public utility operating company that owns electric
generation, transmission and distribution facilities and natural gas
distribution facilities located in the State of Illinois. Illinois Power
provides retail electric service to approximately 570,000 customers and retail
natural gas service to approximately 400,000 customers, who are located
throughout portions of northern, central, and southern Illinois. Illinois
Power's retail operations are subject to the jurisdiction of the Illinois
Commerce Commission. Illinois Power owns approximately 2,828 miles of
transmission facilities located in the State of Illinois, with ratings from 69
to 345 kilovolts. These facilities are interconnected with the following
entities: Ameren Corp., American Electric Power Service Company ("AEP"), Central
Illinois Light Company, City of Springfield, Illinois, Commonwealth Edison
Company ("ComEd"), Electric Energy, Inc., Louisville Gas and Electric Company
("LG&E"), MidAmerican Energy Company, Southern Illinois Power Cooperative,
Soyland Power Cooperative, Inc., Tennessee Valley Authority, and Western
Illinois Power Cooperative.
Illinova Power Marketing, Inc., owns eight fossil-fired generating
facilities with an aggregate capacity of approximately 3,812 MW. These
facilities are: (a) the Baldwin Power Station, a 1751 MW generating facility
located near Baldwin, Illinois; (b) the Havana Power Station, a 666 MW
generating station located near Havana, Illinois; (c) the Hennepin Power
Station, a 289 MW generating facility near Hennepin, Illinois; (d) the Oglesby
Gas Turbines, a
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60 MW generating facility located in LaSalle County, Illinois; (e) the Stallings
Gas Turbines, a 77 MW generating station located in Madison County, Illinois;
(f) the Vermilion Power Station, a 185 MW generating station located near
Oakwood, Illinois; (g) the Wood River Power Station, a 607 MW generating
facility located near Alton, Illinois; and (h) the Tilton Energy Center, a 176
MW generating plant located in Tilton, Illinois. It also owns a 50-percent
interest in three combustion turbines with a combined net capacity of 5.25 MW
located in Bloomington, Illinois. It is a public-utility subject to the
jurisdiction of the Illinois Commerce Commission, and its wholesale sales of
electricity arc subject to the jurisdiction of the Federal Energy Regulatory
Commission.
Dynegy
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Neither Dynegy nor any of their subsidiaries are public utility companies
or own public uti1ity assets as defined under the Act.
3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies.
Neither Claimant nor Dynegy nor any of their subsidiaries are public
utility companies or own public utility assets as defined under the Act;
therefore, the following responses are limited to Illinova.
(a) Number of kwh. of electric energy sold (at retail or wholesale),
and Mcf of natural or manufactured gas distributed at retail.
In calendar 1998 Illinois Power had electric sales of 36,931 million KWH
and distributed 503 million therms of natural gas at retail, all within the
State of Illinois. No natural gas or electric power purchases made by Illinois
Power occur outside the State of Illinois.
(b) Number of kwh. of electric energy and Mcf of natural or
manufactured gas distributed at retail outside the State in which
each such company is organized.
No retail sales outside of Illinois.
(c) Number of kwh. of electric energy and Mcf of natural or
manufactured gas sold at wholesale outside the State in which
each such company is organized or at the State line.
All wholesale sales are within Illinois.
(d) Number of kwh. of electric energy and Mcf of natural or
manufactured gas purchased at wholesale outside the State in
which each such company is organized or at the State line.
All energy purchases are made within Illinois.
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4. The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an EWG
or a foreign utility company, stating monetary amounts in United
States dollars:
(a) Name, location, business address and description of the
facilities used by the EWG or foreign utility company for the
generation, transmission and distribution of electric energy for
sale or for the distribution at retail of natural or manufactured
gas.
(b) Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
(c) Type and amount of capital invested, directly or indirectly, by
the holding company claiming exemption; any direct or indirect
guarantee of the security of the EWG or foreign utility company
by the holding company claiming exemption; and any debt or other
financial obligation for which there is recourse, directly or
indirectly, to the holding company claiming exemption or another
system company, other than the EWG or foreign utility company.
(d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
(e) Identify any service, sales or construction contracts between the
EWG or foreign utility company and a system company, and describe
the services to be rendered or goods sold and fees or revenues
under such agreements.
Illinova and Dynegy own the following interests in the following Exempt
Wholesale Generators and Foreign Utility Companies.
Illinova
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4.1 IGC/ERI Pan-Am Generating
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: IGC/ERI Pan-Am Thermal Generating Limited
Address: c/o Maples and Calder
Ugland House, P.O. Box 309
South Church Street, George Town
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Grand Cayman, Cayman Islands
Location: Chorrera, Panama
Facility: 96 MW heavy fuel oil-fired diesel engine
generating plant
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
IGC International, Inc., a Cayman Island exempted company with limited
liability, owns 50% directly of IGC/ERI Pan-Am Thermal Generating
Limited, a Cayman Island exempted company with limited liability (with
a branch in Panama), owner and operator of the plant. IGC
International, Inc. is wholly owned directly by Illinova Generating
Company, an Illinois corporation.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: None
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: None
Earnings: None
E. Identify any service, sales or construction contracts) between the EWG
or foreign utility company and a system company, and describe the
services to be rendered utility or goods sold and fees or revenues
under such agreements):
North American Energy Services (NAES) has an indirect contract to
provide operations and maintenance services for the plant. The
operating and maintenance fee is approximately US $17,000 per month.
There are also provisions for incentive fees based on plant
performance parameters. NAES is wholly owned directly by Illinova
Generating Company.
4.2 Plantas Eolicas
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution
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of electric energy for sale or for the distribution at retail of
natural or manufactured gas:
Name of FUCo: Plantas Eolicas S. de R.L.
Address: 29th Street, 3rd and 5th Avenues
San Jose, Costa Rica
Location: Tilaran, Costa Rica
Facility: 20 MW wind-powered generating plant
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
IGC (Wind), LLC, a Cayman Island limited liability company owns 65%
directly and 35% indirectly of Plantas Eolicas S. de R.L., owner and
operator of the plant. The PESA Trust owns 35% indirectly of Plantas
Eolicas S. de R.L. IGC (Wind), LLC is beneficial owner of 100% of The
PESA Trust. The PESA Trust owns 100% of Generacion Eolica, LTDA., a
Costa Rican limitada, which owns 35% directly of Plantas Eolicas S. de
R.L. IGC (Wind), LLC is a wholly owned subsidiary of IGC
International, Inc., a Cayman Island exempted company with limited
liability. IGC International, Inc. is wholly owned directly by
Illinova Generating Company, an Illinois corporation.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $17,800,000
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: None
Earnings: Approximately (US $443,440)
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements):
None
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4.3 Aguaytia
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Aguaytia Energy Del Peru S.R.Ltda
Address: Av. Camino Real 111, Piso
San Isidro
Lima 27, Peru
Location: Aguaytia, Peru
Facility: 155 MW gas-fired generating plant; natural gas field,
gas processing and compression facilities; 430 km of
220 kV transmission line; 216 km of gas pipeline; 113
km of natural gas liquids pipeline; and natural gas
liquids fractionation and storage facilities.
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
IGC Aguaytia Partners, LLC, a Cayman Island limited liability company,
owns 15.78% indirectly of Aguaytia Energy Del Peru S.R.Ltda, a Peru
limitada, owner and operator of the plant and facilities. IGC
Aguaytia Partners, LLC owns 15.78% directly of Aguaytia Energy, LLC, a
Delaware limited liability company. Aguaytia Energy, LLC owns
97.2238% directly and 2.7762% indirectly of Aguaytia Energy Del Peru
S.R.Ltda. Aguaytia Energy, LLC owns 100% directly of Peru Energy
Holdings, a Cayman Island limited liability company. Aguaytia Energy,
LLC owns 99% directly and Peru Energy Holdings owns 1% directly of
Peru Energy Holdings, LLC, a Delaware limited liability company. Peru
Energy Holdings, LLC owns 2.7762% directly of Aguaytia Energy Del Peru
S.R.Ltda. IGC Aguaytia Partners, LLC is owned 99% directly by IGC
International II, Inc. and 1% directly by IGC International, Inc. IGC
International II, Inc., a Cayman Island exempted company with limited
liability, is wholly owned directly by IGC International, Inc., a
Cayman Island exempted company with limited liability. IGC
International, Inc. is wholly owned directly by Illinova Generating
Company, an Illinois corporation.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
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Capital Invested: Approximately US $27,983,559
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $6,613,084
Earnings: Approximately (US $3,228,000)
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
None
4.4 Termoelectrica Las Flores
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of FUCo: Fideicomiso Fidugan-Termoelectrica Las Flores
Address: Carrera 7 No. 71-52 Torre A Piso 10
Sante Fe de Bogota, D.C., Colombia
Name of FUCo: Flores II Ltda. & Cia S.C.A. E.S.P.
Address: Carrera 7 No. 71-52 Torre A Piso 10
Sante Fe de Bogota, D.C., Colombia
Name of FUCo: Flores III Ltda. & Cia S.C.A. E.S.P.
Address: Carrera 7 No. 71-52 Torre A Piso 10
Sante Fe de Bogota, D.C., Colombia
Name of FUCo: FIG Leasing International III, Inc.
Address: c/o Maples and Calder
Ugland House, P.O. Box 309
South Church Street, George Town
Grand Cayman, Cayman Islands
Location: Barranquilla, Colombia
Facility: 400 MW gas-fired generating plant (Unit 1 is 150
MW, Unit 2 is 100 MW and Unit 3 is 150 MW)
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B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
IGC Flores Partnership, LLC, a Cayman Island limited liability
company, owns 49.5% indirectly and IGC Flores Partnership II, LLC, a
Cayman Island limited liability company, owns 0.5% indirectly of
Fideicomiso Fidugan-Termoelectrica Las Flores, a Colombia Trust, owner
and operator of Flores Unit 1. IGC Flores Partnership, LLC owns 99%
directly and IGC Flores Partnership II, LLC owns 1% directly of Flores
Holding Ltda, a Colombian limitada. Flores Holding Ltda owns 50%
directly of Fideicomiso Fidugan-Termoelectrica Las Flores. IGC Flores
Partnership, LLC and IGC Flores Partnership 11, LLC are each owned 99%
directly by IGC International, Inc. and 1% directly by IGC
International II, Inc. IGC International II, Inc., a Cayman Island
exempted company with limited liability, is wholly owned directly by
IGC International, Inc., a Cayman Island exempted company with limited
liability. IGC International, Inc. is owned directly by Illinova
Generating Company, an Illinois corporation.
IGC Flores Partnership, LLC, a Cayman Island limited liability
company, owns 49.49% indirectly and IGC Flores Partnership II, LLC, a
Cayman Island limited liability company, owns 0.51% indirectly of
Flores II Ltda. & Cia S.C.A. E.S.P., a Colombia ESP, owner and
operator of Flores Unit 2. IGC Flores Partnership, LLC owns 99%
directly and IGC Flores Partnership II, LLC owns I% directly of Flores
Holding Ltda, a Colombian limitada. Flores Holding Ltda owns 49.99%
directly of Flores 11 Ltda., a Colombia limitada. IGC Flores
Partnership II, LLC owns 0.01% directly of Flores II Ltda. Flores II
Ltda. owns 99.99% directly of Flores II Ltda & Cia S.C.A. E.S.P. IGC
Flores Partnership II, LLC owns 0.0025% directly of Flores II Ltda &
Cia S.C.A. E.S.P. IGC Flores Partnership, LLC and IGC Flores
Partnership II, LLC are each owned 99% directly by IGC International,
Inc. and 1 % directly by IGC International II, Inc. IGC International
II, Inc., a Cayman Island exempted company with limited liability, is
wholly owned directly by IGC International, Inc., a Cayman Island
exempted company with limited liability. IGC International, Inc. is
wholly owned directly by Illinova Generating Company, an Illinois
corporation.
IGC Flores Partnership, LLC, a Cayman Island limited liability
company, owns 49.48762% indirectly and IGC Flores Partnership II, LLC,
a Cayman Island limited liability company, owns 0.0025% directly and
0.50986% indirectly of Flores III Ltda. & Cia S.C.A. E.S.P., a
Colombia ESP, owner and operator of Flores Unit 3. IGC Flores
Partnership, LLC owns 99% directly and IGC Flores Partnership 11, LLC
owns 1% directly of Flores Holding Ltda, a Colombian limitada. Flores
Holding Ltda owns 49.99% directly of Flores III Ltda., a Colombia
limited. Flores Holding Ltda also owns 0.0025% directly of Flores III
Ltda. & Cia S.C.A. E.S.P. Flores III Ltda. owns 99.99% directly of
Flores III Ltda & Cia S.C.A. E.S.P. IGC Flores Partnership, LLC and
IGC Flores Partnership II, LLC are each owned 99% directly by IGC
International, Inc. and 1% directly by IGC International II, Inc. IGC
International II, Inc., a Cayman Island exempted
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company with limited liability, is wholly owned directly by IGC
International, Inc., a Cayman Island exempted company with limited
liability. IGC International, Inc. is wholly owned directly by
Illinova Generating Company, an Illinois corporation.
IGC Flores Partnership, LLC, a Cayman Island limited liability
company, owns 50% directly of FIG Leasing International III, Inc., a
Cayman Island limited liability company, which leases generating
equipment to Flores III Ltda & Cia S.C.A. E.S.P. IGC Flores
Partnership, LLC is owned 99% directly by IGC International, Inc. and
1% directly by IGC International II, Inc. IGC International II, Inc.,
a Cayman Island exempted company with limited liability, is wholly
owned directly by IGC International, Inc., a Cayman Island exempted
company with limited liability. IGC International, Inc. is wholly
owned directly by Illinova Generating Company, an Illinois
corporation.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $63,947,315
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $11,757,223
Earnings: Approximately US $ 4,741,463
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements:
Fideicomiso Fidugan-Tertnoelectrica Las Flores, Flores II Ltda. & Cia
S.C.A. E.S.P. and Flores III Ltda. & Cia S.C.A. E.S.P. have contracts
with FIG Equipment, LLC, for the supply of parts for the turbo-
generating equipment. FIG Equipment, LLC, a Cayman Island limited
liability company is owned 50% directly by IGC Flores Partnership,
LLC. IGC Flores Partnership, LLC is owned 99% directly by IGC
International, Inc. and 1% directly by IGC International II, Inc. IGC
International II, Inc., a Cayman Island exempted company with limited
liability, is wholly owned directly by IGC International, Inc., a
Cayman Island exempted company with limited liability. IGC
International, Inc. is wholly owned directly by Illinova Generating
Company, an Illinois corporation.
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4.5 Frontier
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Tenaska Frontier Partners, Ltd.
Address: 1044 N. II 5th Suite 400 Omaha, NE 68154
Location: Grimes County, Texas
Facility: 830 MW gas-fired generating plant
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
IGC Grimes County, Inc., an Illinois corporation, owns a 0.1% general
partnership interest directly in Tenaska Frontier Partners, Ltd., a
Texas limited partnership, owner and operator of the plant. IGC
Grimes Frontier, Inc., an Illinois corporation, owns a 9.9% limited
partnership interest directly in Tenaska Frontier Partners, Ltd. IGC
Grimes County, Inc. and IGC Grimes Frontier, Inc. are both wholly
owned directly by Illinova Generating Company, an Illinois
corporation.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $2,064,000
Guarantee: None
Other Obligations: Approximately US $8, 500,000
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: None
Earnings: None
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E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements:
None
4.6 Uch Power Limited
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Uch Power Limited
Address: 11, Shahid Plaza, Blue Area
Islamabad, Pakistan
Location: Uch, Pakistan
Facility: 586 MW gas-fired generating plant
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
IGC Uch, LLC, a Cayman Island limited liability company, owns 15.405%
indirectly in Uch Power Limited, a Pakistani public limited company,
owner and operator of the plant. IGC Uch, LLC owns a 50% equity
interest directly in Tenaska-Illinova Generating LDC, a Cayman Island
limited liability company, which owns a 98% equity interest directly
in TUPL (L) Corp., a Malaysian corporation. IGC Uch, LLC also owns a
1% equity interest directly in TUPL (L) Corp. TUPL (L) Corp. owns a
30.81% equity interest directly in UPLHC-1, a Cayman Island limited
duration company and a 3 0.8 1 % equity interest directly in UPLHC-2,
a Cayman Island limited duration company. UPLHC- I holds a 99% equity
interest directly in Uch Power Limited. UPLHC-2 holds a I% interest
directly in Uch Power Limited. IGC Uch, is owned 99% directly by IGC
International II, Inc. and 1% directly by IGC International, Inc. IGC
International II, Inc., a Cayman Island exempted company with limited
liability, is wholly owned directly by IGC International, Inc., a
Cayman Island exempted company with limited liability. IGC
International, Inc. is wholly owned directly by Illinova Generating
Company, an Illinois corporation.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
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Capital Invested: Approximately US $15,735,00
Guarantee: Approximately US $22,380,000 letter of credit
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $29,077,000 (for fiscal year
ended December 31, 1998)
Earnings: None
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
None
4.7 Elcosa, Honduras
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Electricidad de Cortes S. de R.L. de C.V.
Address: Nueva Calle Entre Diez y Once Avenidas
Barrio El Farro
Puerto Cortes
Honduras, C.A.
Location: Puerto Cortes, Honduras
Facility: 80 MW heavy fuel oil-fired diesel engine generating
plant
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
IGC ELCO Partnership, LLC, a Cayman Island limited liability company,
owns 15.2% directly and 10% indirectly of Electricidad de Cortes S. de
R.L. de C.V., a Honduras corporation, owner and operator of the plant.
IGC ELCO Partnership, LLC owns 66.7% directly of ELCO Power Investment
Company LLC, a Cayman Island limited liability company, which owns 15%
directly of Electricidad de Cortes S. de R.L. de C.V. IGC ELCO
Partnership, LLC is owned 99% directly by IGC International, Inc. and
1% directly by IGC International II, Inc. IGC International II, Inc.,
a Cayman Island exempted company with limited liability, is wholly
owned directly by IGC International, Inc., a Cayman Island exempted
company with limited liability. IGC International, Inc. is wholly
owned directly by Illinova Generating Company, an Illinois
corporation.
14
<PAGE>
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of
the security of the EWG or foreign utility company claiming exemption;
and any debt or other financial obligation for which there is recourse,
directly or indirectly, to the holding company claiming exemption or
another system company, other than the EWG or foreign utility company:
Capital Invested: Approximately US $8,908,064
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: None
Earnings: Approximately US $4,417,227
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
North American Energy Services (NAES) has an indirect contract to
provide operations and maintenance services for the plant. The
operating and maintenance fee is approximately US $23,000 per month.
There are also provisions for incentive fees based on plant
performance parameters. NAES is wholly owned directly by Illinova
Generating Company.
4.8 Doctor Bird, Jamaica
A. Name, location, business address and description of the facilities used
by the EWG or foreign utility company for the generation, transmission
and distribution of electric energy for sale or for the distribution at
retail of natural or manufactured gas:
Name of EWG: Jamaica Energy Partners
Address: CDC Building, First Floor
2 Holbom Road
Kingston IO, Jamaica, West Indies
Location: Old Harbour Bay, Jamaica
Facility: 74 MW heavy fuel oil-fired generating plant
15
<PAGE>
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
IGC Jamaica Partnership, LLC, a Cayman Island limited liability
company, owns 17.55% indirectly of Jamaica Energy Partners, a Jamaica
general partnership, owner and operator of the plant. IGC Jamaica
Partnership, LLC owns 17.73% directly of Doctor Bird Power Company
Ltd., a St. Lucia private company, which owns 99% directly of Jamaica
Energy Partners. IGC Jamaica Partnership, LLC is owned 99% directly by
IGC International, Inc. and 1% directly by IGC International II, Inc.
IGC International II, Inc., a Cayman Island exempted company with
limited liability, is wholly owned directly by IGC International,
Inc., a Cayman Island exempted company with limited liability. IGC
International, Inc. is wholly owned directly by Illinova Generating
Company, an Illinois corporation.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $6,284,730
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: None
Earnings: Approximately US $6,512,170
E. Identify any service, sales or construction contracts) between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements):
North American Energy Services (NAES) has an indirect contract to
provide operations and maintenance services for the plant. The
operating and maintenance fee is approximately US $31,000 per month.
There are also provisions for incentive fees based on plant
performance parameters. NAES is wholly owned directly by Illinova
Generating Company.
Through its equity interest in the Indeck North America Power Fund, L.P.
("INAP"), an investment fund, Illinova Generating owns an eight-percent interest
in Indeck Pepperell Power Associates, Inc. ("Indeck Pepperell") and a six-
percent interest in the Harbor Cogeneration Company ("Harbor Cogeneration").
Indeck Pepperell is the owner of a 39 MW gas-fired facility located in
Pepperell, Massachusetts. Harbor Cogeneration is the owner of a 79 MW
Cogeneration EWG facility located in the Wilmington Oil Field Harbor,
California.
16
<PAGE>
Dynegy
------
4.9 El Segundo, California
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name: El Segundo Power, LLC
Address: Attn: Gina Ulbricht
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 301 Vista Del Mar El Segundo, CA 90245
Facility: 1020 MW natural gas and/or fuel-oil fired peaking facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Dynegy Inc., a Delaware corporation, owns 50% indirectly of El Segundo
Power, LLC, a Delaware limited liability company, owner and operator
of the plant. Dynegy, Inc. owns 100% directly of Dynegy Power Corp., a
Delaware corporation. Dynegy Power Corp. owns 50% directly of WCP
(Generation) Holdings LLC, a Delaware limited liability company. WCP
(Generation) Holdings LLC owns 100% directly of West Coast Power LLC,
a Delaware limited liability company. West Coast Power LLC owns l00%
directly of El Segundo Power, LLC.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $80,216,240
Guarantee: Approximately US $9,250,000 subject to guaranty
reimbursement agreements with a third-party
equity partner for 50% of the guaranteed amounts.
Other Obligations: Approximately US $3,100,000
17
<PAGE>
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $80,216,240
Earnings: Approximately US $52,767,536
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
The EWG entered into an Energy Management Agreement with Electric
Clearinghouse, Inc. (predecessor-in-interest to a Dynegy subsidiary)
and National Gas Clearinghouse (predecessor-in-interest of Dynegy)
regarding wholesale management and marketing of electrical energy and
natural gas services for fees which vary monthly based on the amount
of energy and volume of gas managed. The EWG entered into an
Administrative Services Agreement with Destec Management Services,
Inc. (predecessor-in-interest to a Dynegy subsidiary) to provide
business management and accounting services for a fee equal to the sum
of hourly labor costs, an agreed profit margin, and cost and expenses.
The EWG entered into a Master Swap Agreement with Natural Gas
Clearinghouse regarding the management and exchange of electrical
energy and natural gas trading risk, the revenues of which are subject
to variance and may be negative or positive.
4.10 Long Beach, California
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Long Beach Generation LLC
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 2665 West Seaside Boulevard Terminal Island
Long Beach, CA 90802
Facility: 560 MW natural gas and/or fuel-oil fired peaking
facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Dynegy Inc., a Delaware corporation, owns 50% indirectly of Long Beach
Generation LLC, a Delaware limited liability company, owner and
operator of the plant. Dynegy, Inc. owns 100% directly of Dynegy Power
Corp., a Delaware corporation. Dynegy Power Corp. owns 50% directly of
WCP
18
<PAGE>
(Generation) Holdings LLC, a Delaware limited liability company. WCP
(Generation) Holdings LLC owns 100% directly of West Coast Power LLC,
a Delaware limited liability company. West Coast Power LLC owns l00%
directly of Long Beach Generation LLC.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $26,460,914
Guarantee: Approximately US $4,000,000 subject to guaranty
reimbursement agreements with a third-party equity
partner for 50% of the guaranteed amounts.
Other
Obligations: Approximately US $2,000,000
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $26,460,914
Earnings: Approximately US $960,356
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
The EWG entered into an Energy Management Agreement with Electric
Clearinghouse, Inc. (predecessor-in-interest to a Dynegy subsidiary)
and Natural Gas Clearinghouse (predecessor-in-interest of Dynegy)
regarding wholesale management and marketing of electrical energy and
volume of gas managed. The EWG entered into an Administrative
Services Agreement with Destec Management Services, Inc. (predecessor-
in-interest to a Dynegy subsidiary) to provide business management and
accounting services for a fee equal to the sum of hourly labor costs,
an agreed profit margin, and costs and expenses. The EWG entered into
a Master Swap Agreement with Natural Gas Clearinghouse regarding the
management and exchange of electrical energy and natural gas trading
risk, the revenues of which are subject to variance and may be
negative or positive.
4.11 Commonwealth Atlantic, Virginia
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
19
<PAGE>
Name of EWG: Commonwealth Atlantic Limited Partnership
Business Address: Attn: Chickahominy River Energy Corp.,
Managing General Partner
2500 Fair Lakes Circle, Suite 200
Fairfax, VA 22033
Location: 2837 South Military Highway
Chesapeake, VA 23323
Facility: 340 MW natural gas and/or oil-fired peaking
facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Dynegy Inc., a Delaware corporation, owns 50% indirectly of
Commonwealth Atlantic Limited Partnership, a Virginia limited
partnership, owner and operator of the plant. Dynegy, Inc. owns
100% directly of Dynegy Power Corp., a Delaware corporation. Dynegy
Power Corp. owns 100% directly of James River Energy Corp., a Virginia
corporation. James River Energy Corp. owns 50% of Commonwealth
Atlantic Limited Partnership.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $126,721,378
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $418,836
Earnings: Approximately US $3,706,863
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
None
20
<PAGE>
4.12 Hartwell, Georgia
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Hartwell Energy Limited Partnership
Business Address: Attn: Managing General Partner
ANP Hartwell Energy Company,
1000 Memorial Drive, Suite 500
Houston, Texas 77024
Location: 415 Smith-McGee Highway
Hartwell, Georgia 30643
Facility: 300 MW natural gas and/or oil-fired peaking
facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Dynegy Inc., a Delaware corporation, owns 50% indirectly of Hartwell
Energy Limited Partnership, a Delaware limited partnership, owner and
operator of the plant. Dynegy Inc. owns I00% directly of Dynegy Power
Corp., a Delaware corporation. Dynegy Power Corp. owns 100% directly
of Hartwell Independent Power Partners, Inc., a Delaware corporation.
Hartwell Independent Power Partners, Inc. owns 1% directly of Hartwell
Energy Limited Partnership. Dynegy Power Corp. also owns 100% directly
of Hart County IPP, Inc., a Delaware Corporation. Hart County IPP,
Inc. owns 49% directly of Hartwell Energy Limited Partnership.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $151,729,763
Guarantee: Approximately US $139,000,000
Other Obligations: Approximately US None
21
<PAGE>
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $1,370,538
Earnings: Approximately US $5,160,703
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
None
4.13 Encina (Cabrillo I), California
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Cabrillo Power I LLC
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 4600 Carlsbad Boulevard
Carlsbad, CA 92008
Facility: 965 MW natural gas and/or fuel-oil fired peaking
facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Dynegy Inc., a Delaware corporation, owns 50% indirectly of Cabrillo
Power I LLC, a Delaware limited liability company, owner and operator
of the plant. Dynegy, Inc. owns 100% directly of Dynegy Power Corp., a
Delaware corporation. Dynegy Power Corp. owns 50% directly of WCP
(Generation) Holdings LLC, a Delaware limited liability company. WCP
(Generation) Holdings LLC owns 100% directly of West Coast Power LLC,
a Delaware limited liability company. West Coast Power LLC owns 100%
directly of Cabrillo Power I.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the
22
<PAGE>
holding company claiming exemption or another system company, other
than the EWG or foreign utility company:
Capital Invested: None
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: None
Earnings: None
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements):
None
4.14 Cabrillo II (Combustion Turbines, multiple locations), California
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Cabrillo Power II LLC
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Locations and Facilities:
(i) Division Street Combustion Turbine
3200 Harbor Drive
San Diego, CA 92113
Facility: 13 MW fuel-oil fired peaking facility
(ii) El Cajon Combustion Turbine
800 West Main Street
El Cajon, CA 92020
Facility: 13 MW natural gas and/or fuel-oil fired peaking
facility
23
<PAGE>
(iii) Kearny Combustion Turbines-Kearny Unit One
5460 Overland Road
San Diego, CA 92123
Facility: 15 MW natural gas and/or fuel-oil fired peaking
facility
(iv) Kearny Combustion Turbines-Kearny Power Block Two
and Kearny Power Block Three
5459 Complex Street
San Diego, CA 92123
Facility: 112 MW natural gas and/or fuel-oil fired peaking
facility
(v) Miramar Combustion Turbines
6897 Consolidated Way
San Diego, CA 92121
Facility: 33 MW natural gas and/or fuel-oil fired peaking
facility
(vi) Naval Station Combustion Turbine
U.S. Naval Station, Building 3247
Surface Navy Boulevard
San Diego, CA 92136
Facility: 20 MW natural gas and/or fuel-oil fired peaking
facility
(vii) Naval Training Center Combustion Turbine
U.S. Marine Corps Recruit Depot
Building 566, Neville Road
San Diego, CA 92133
Facility: 13 MW natural gas and/or fuel-oil fired peaking
facility
(viii) North Island Combustion Turbine (Unit One and Two)
North Island Naval Air Station, Building 370,
Rogers Street and Quay Road
Coronado, CA 92135
Facility: 34 MW natural gas and/or fuel-oil fired peaking
facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Dynegy Inc., a Delaware corporation, owns 50% indirectly of Cabrillo
Power II LLC, a Delaware limited liability company, owner and operator
of the plant.
24
<PAGE>
Dynegy, Inc. owns 100% directly of Dynegy Power Corp., a Delaware
corporation. Dynegy Power Corp. owns 50% directly of WCP (Generation)
Holdings LLC, a Delaware limited liability company. WCP (Generation)
Holdings LLC owns 100% directly of West Coast Power LLC, a Delaware
limited liability company. West Coast Power LLC owns 100% directly of
Cabrillo Power II.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: None
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: None
Earnings: None
E. Identify any service, sales or construction contracts) between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
None
4.15 Rocky Road, Illinois
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Rocky Road Power, LLC
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
25
<PAGE>
Location: 1221 Power Drive
East Dundee, IL 60118
Facility: 250 MW (nominal) natural gas-fired peaking facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Dynegy Inc., a Delaware corporation, owns 50% indirectly of Rocky Road
Power, LLC, a Delaware limited liability company, owner and operator
of the plant and facilities. Dynegy, Inc. owns 100% directly of
Dynegy Power Corp., a Delaware corporation. Dynegy Power Corp. owns
100% directly of RRP Company, a Delaware corporation. RRP Company
owns 100% directly of Termo Santander Holding, LLC, a Delaware limited
liability company. Teryno Santander Holding, LLC owns 50% directly of
Rocky Road Power, LLC.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $49,110,876
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $49,110,876
Earnings: None
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements:
None
26
<PAGE>
Through its equity interest in the INAP investment fund Dynegy owns a
6.8966-percent interest in Harbor Cogeneration and a 7.4074-percent interest in
Indeck Pepperell.
27
<PAGE>
The above-named Claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this day of December, 1999.
Energy Convergence Holding Company
By:
----------------------------------
Name: Larry F. Altenbaumer
Title: Vice President and Secretary
CORPORATE SEAL
Attest:
- -------------------------------------
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
- --------------------------------------------------------------------------------
(Name) (Title)
- --------------------------------------------------------------------------------
(Address)
28
<PAGE>
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Kenneth E. Randolph, Senior Vice President and General Counsel
1000 Louisiana, Suite 5800,
Houston, Texas 77002
29
<PAGE>
EXHIBIT A
A Consolidating Statement Of Income And Surplus Of The Claimant
And Its Subsidiary Companies As Of The Close Of Such Calendar
Year, Together With A Consolidating Balance Sheet Of Claimant And
Its Subsidiaries As Of The Close Of Such Calendar Year.
Claimant
None.
Illinova
Form I0-K, filed with the United States Securities and Exchange Commission by
Illinova for the calendar year ended December 31, 1998, Commission file number:
1-11327, is hereby incorporated by reference.
Dynegy
Form 10-K, filed with the United States Securities and Exchange Commission by
Dynegy Inc. for the calendar year ended December 31, 1998, Commission file
number: 1-11156, is hereby incorporated by reference.
30
<PAGE>
EXHIBIT B
EDGAR FINANCIAL DATA TABLES
CLAIMANT
None
DYNEGY INC.
FINANCAL DATA SCHEDULE
(Multiplier-1,000)
Period Type Three Months Three Months
Fiscal Year End December 31, 1999 July 1, 1998
Period Start July 1, 1999 July 1, 1998
Period End September 30, 1999 September 30, 1998
Cash 28,337 28,367
Securities 0 0
Receivables 1,952,808 1,623,738
Allowances 0 0
Inventory 296,268 149,901
Current Assets 2,743,962 2,117,241
PP&E 2,741,274 2,446,878
Depreciation (598,048) (514,771)
Total Assets 6,414,460 5,264,237
Current Liabilities (2,463,462) (2,026,323)
Bonds 0 0
Preferred Mandatory 0 0
Preferred (75,418) (75,418)
Common (1,557) (1,533)
Other - SE (1,181,880) (1,126,530)
Total Liability and Equity (6,414,460) (5,264,237)
Sales (4,584,929) (4,586,515)
Total Revenues (4,585,929) (4,586,515)
CGS 4,426,115 4,480,530
Total Costs 4,426,115 4,480,530
Other Expenses 10,725 2,931
Loss Provision 0 0
Interest Expense 22,039 21,185
Income Pretax (75,434) (63,739)
Income Tax 24,742 20,094
Income Continuing (50,692) (43,645)
Discontinued 0 0
Extraordinary 0 0
Changes 0 0
Net Income (50,692) (43,645)
EPS Basic 0.33 0.29
EPS Diluted 0.30 0.27
31
<PAGE>
Illinova Corporation
Financial Data Table
(Multiplier-1,000,000)
Currency Default
Period Type 9 Months
Fiscal Year End December 31, 1999
Period Start January 1, 1999
Period End September 30, 1999
Exchange Rate 1
Book Value Per Book
Total Net Utility Plant 4,489
Other Property and Investments 270
Total Current Assets 672
Total Deferred Charges 1,086
Other Assets 0
Total Assets 6,517
Common 1,172
Capital Surplus Paid In 0
Retained Earnings 14
Total Common Stockholders Equity 1,186
Preferred Mandatory 193
Preferred 47
Long Term Debt Net 1,944
Short Term Notes 107
Long Term Notes Payable 175
Commercial Paper Obligations 280
Long Term Debt Current Port 236
Preferred Stock Current 0
Capital Lease Obligations 0
Leases Current 0
Other Items Capital and Liability 6,517
Gross Operating Revenue 1,928
Income Tax Expense 56
Other Operating Expenses 1,673
Total Operating Expenses 1,673
Operating Income Loss 255
Other Income Net 29
Income Before Interest Expense 284
Total Interest Expense 152
Net Income 77
Preferred Stock Dividends 1
Earnings Available for Comm 78
Common Stock Dividends 64
Total Interest on Bonds 96
Cash Flow Operations 77
EPS Basic 1.12
EPS Diluted 1.12
32
<PAGE>
EXHIBIT C
An organizational chart showing the relationship of each EWG or
foreign utility company to associate companies in the holding company
system.
Illinova
Illinova Corporation owns
100% of Illinova Generating Company, which owns
(1) 100% IGC Grimes County, Inc, which owns
0.1% GP interest in Tenaska Frontier Partners, Ltd.
(2) 100% IGC Grimes County Frontier, Inc., which owns 9.9% LP interest in
Tenaska Frontier Partners, Ltd
(3) 49% COE(Gencoe) Corp., which owns
20.10% of COE (UK) Corp., which owns
33.33% Encoe Partners
(4) 79.9% COE (UK) Corp., which owns
33.33% Encoe partners
(5) 100% of IGC Global, Inc., which owns
100% IGC International, Inc., which owns
(1) 50% IGC/ERI Pan-AM Thermal Generating Limited
(2) 100% IGC International II, Inc., which owns
(i) 1% IGC Flores Partnership, LLC, which owns
50% FIG Leasing International III, LLC
(ii) 99% IGC Uch, LLC,
(iii) 1% IGC ELCO Partnership, LLC,
(iv) 1% IGC Jamaica Partnership, LLC
(v) 1% IGC Aguaytia Partners, LLC
(vi) 1% IGC Lores Partnership, LLC
(vii) 1% IGC Flores Partnership II, LLC
33
<PAGE>
(3) 99% IGC Flores Partnership, LLC, which owns
(i) 50% FIG Leasing International III, LLC,
(ii) 99% Flores Holding Ltda, which owns
(x) 50% Fideicomiso Fidugan-Temoelectrica Las Flores
(xx) 0.0025% Flores II Ltda & Cia SCO ESP
(xxx) 49.9% Fores III Ltda, which owns
99.99% Flores III Ltda & Cia SCA Esp
(4) 99% IGC Flores Partnership II, LLC, which owns
(i) 1% Flores Holding Ltda, which owns
50% Fideicomiso Fidugan-Temoclectrica Las Flores
(ii) 0.01% Flores II Ltda, which owns
99.9% Flores II Ltda & Cia SCA ESP
(iii) 0.0025% Flores II Ltda & Cia SCA ESP
(iv) 0.01 % Flores III Ltda, which owns
99% Flores III Ltda & Cia SCA ESP
(v) 0.0025% Flores III Ltda & Cia SCA ESP
(5) 1% IGC Uch, LLC, which owns
50% Tenaska UPL(L) Corp, which owns
(i) 30.81 %UPLLHC-1, which owns
99% Uch Power Limited
(ii) 30.81% UPLHC-II, which owns
1% Uch Power Limited
(6) 99% IGC ELCO Partnership, LLC, which owns
(i) 66.7% ELCO Power Investment Co., which owns
15% Electicidad de Cartes S. de R. L. de C. V.
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(ii) 15.21% Electicidad de Cortes S. de R. L. de C. V.
(7) 99% IGC Jamaica Partnership, LLC , which owns
17.73% Doctor Bird Power Co. Ltd., which owns
99% Jamaica Energy Partners
(8) 100% IGC (Wind), LLC (a Cayman Islands LLC), which owns
(i) 65% Plantas Eolicas S de R. L.
(ii) 100% The PESA Trust, which owns
100% Generacion Eolica, Ltda,
(9) 99% IGC Aguaytia Partners LLC, which owns
15.78% of Aguaytia Energy, LLC, which owns
(i) 100% Peru Energy Holdings, which owns
1% Peru Energy Holdings, LLC, which owns
2.762% Aguaytia Energy Del Peru S. R. Ltda
(ii) 99% Peru Energy Holdings, LLC, which owns
2.762% Aguaytia Energy Del Peru S. R. Ltda
(iii) 97.2238% Aguaytia Energy Del Peru S. R. Ltda
Dynegy
Dynegy Inc., owns
100% of Dynegy Power Corp., which owns
(1) 50% WPC (Generation) Holdings LLC, which owns
100% West Coast Power LLC, which owns
(i) 100% Cabrillo Power I LLC;
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(ii) 100% Cabrillo Power II LLC;
(iii) 100% El Segundo Power, LLC; and
(iv) 100% Long Beach Generation LLC
(2) 100% James River Energy Corp., which owns
50% Commonwealth Atlantic Limited Partnership
(3) 100% Hartwell Independent Power Partners, Inc., which owns
1% Hartwell Energy Limited Partnership
(4) 100% Hart County IPP, Inc., which owns
49% Hartwell Energy Limited Partnership ( a Delaware limited
partnership)
(5) 100% RRP Company, which owns
100% Termo Santander Holding, LLC, which owns
50% Rocky Road Power, LLC
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