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
Dynegy Inc., formerly 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. ss. 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: Dynegy Inc.
State of Organization: Illinois
Location: 1000 Louisiana, Suite 5800
Houston, TX 77002
Nature of business: Ownership of the voting securities of Illinova
Corporation, an Illinois corporation and a public utility holding
company and Dynegy Holdings Inc., a Delaware corporation. Claimant is
the successor to Energy Convergence Holding Company. Illinova
Corporation ("Illinova") is the successor to a merger of Illinova
Corporation, an Illinois business corporation and a public utility
holding company, into Energy Convergence Acquisition Company, formerly
a wholly-owned subsidiary of Energy Convergence Holding 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, HCAR No. 8305 (May 18, 1994) (approving
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formation of Illinova and exemption under Section 3(a)(1) of the Act).
Dynegy Holdings Inc. ("Dynegy") is the successor to a merger of Dynegy
Inc., a Delaware corporation, into Dynegy Acquisition Corporation,
Inc., formerly a wholly-owned subsidiary of Energy Convergence Holding
Company. 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.
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Claimant closed these mergers during the first quarter of the year
2000, and hereby files in accordance with Rule 2 an updated statement of
exemption prior to June 1, 2000 pursuant to an extension of time granted by the
Securities and Exchange Commission on March 2, 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.
Illinova Corporation
--------------------
Name: Illinova Corporation
State of Organization: Illinois
Location: 500 South 27th Street
Decatur, Illinois 62525
Nature of business: Holding Company
Dynegy Holdings Inc.
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Name: Dynegy Holdings Inc.
State of Organization: Delaware
Location: 1000 Louisiana Street Suite 5800
Houston, Texas 77002
Nature of business: Holding Company
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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Claimant is the holding company of Illinova and Dynegy. Claimant,
through the subsidiaries of Illinova, owns public utility companies or 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, Illinova Generating Company ("Illinova Generating"),
Illinois Power Company ("Illinois Power"), and Illinova Power Marketing, Inc.
Each is an Illinois business corporation. Illinova Generating 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
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Electric Co., 1072 (1962). For the reasons discussed in the request for the
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Illinova Generating Company No Action Letter released on October 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 584,000 customers and retail
natural gas service to approximately 410,000 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 and its wholesale sales of electricity are subject to the
jurisdiction of the Federal Energy Regulatory Commission. Illinois Power owns
approximately 2,800 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., and
Tennessee Valley Authority. It also owns a 50 percent interest in three
combustion turbines with a combined net capacity of 5.25 MW located in
Bloomington, Illinois.
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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 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.
Dynegy
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Neither Dynegy nor any of its subsidiaries are public utility
companies or own public utility 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 Dynegy nor any of its subsidiaries are public utility
companies or own public utility assets as defined under the Act; therefore, the
following responses are limited to the Claimant, by and through Illinova, and
Illinova, by and through Illinova's subsidiaries.
(a) Number of kwh. of electric energy sold (at retail
or wholesale), and Mcf of natural or manufactured
gas distributed at retail.
In calendar 1999 Illinois Power had electric sales of 28,721 million
KWH and distributed 528 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.
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(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.
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
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).
Illinova and Dynegy own the following interests in the following
Exempt Wholesale Generators and Foreign Utility Companies.
All projects for which Dynegy or Illinova hold a greater than 50%
interest reflect audited financail data except for 4.2 Plantus Eolicas. Claimant
will verify the audited amounts for this project within 30 days of th edate of
this filing.
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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
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 Chorrera, LLC, 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 Chorrera is wholly owned directly
by IGC International, Inc, a Cayman Island exempted company
with limited liability. IGC International, Inc. is wholly
owned directly by IGC Global, Inc., a Cayman Island exempted
company with limited liability. IGC Global, 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: US $15,067,692
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility
company during the reporting period:
Capitalization: US $15,067,692
Earnings: US $185,662
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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 utility or
goods sold and fees or revenues under such agreement(s):
North American Energy Services (NAES) has a 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 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 IGC Global, Inc., a Cayman
Island exempted company with limited liability. IGC Global,
Inc. is wholly owned directly by Illinova Generating
Company, an Illinois corporation.
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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 $16,684,290
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 $1,198,483
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
4.3 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:
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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 IGC Global, Inc., a Cayman
Island exempted company with limited liability. IGC Global,
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 $27,893,690
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility
company during the reporting period:
Capitalization: Approximately US $798,080
Earnings: Approximately (US $1,369,551)
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
4.4 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:
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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)
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 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 owned directly IGC Global, Inc., a Cayman Island
exempted company with limited liability. IGC Global, Inc. is
wholly owned directly by Illinova Generating Company, an
Illinois corporation.
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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 1% directly of Flores
Holding Ltda, a Colombian limitada. Flores Holding Ltda owns
49.99% directly of Flores II 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 IGC Global, Inc., a Cayman Island exempted company with
limited liability. IGC Global, 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 II, 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
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 IGC Global, Inc., a Cayman Island exempted
company with limited liability. IGC Global, Inc. is wholly
owned directly by Illinova Generating Company, an Illinois
corporation.
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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 IGC Global, Inc., a Cayman Island exempted company with
limited liability. IGC Global, 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 $77,830,635
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility
company during the reporting period:
Capitalization: Approximately US $13,609,625
Earnings: Approximately US $ 457,933
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 IGC Global, Inc., a Cayman Island exempted
company with limited liability. IGC Global, 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: Approximately (US$557,336)
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
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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
30.81 % equity interest directly in UPLHC-2, a Cayman Island
limited duration company. UPLHC- 1 holds a 99% equity
interest directly in Uch Power Limited. UPLHC-2 holds a 1%
interest directly in Uch Power Limited. IGC Uch, 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 IGC Global, Inc., a Cayman Island exempted company with
limited liability. IGC Global, 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 $28,577,509
Guarantee: Approximately US $7,450,170 letter of
credit
Other Obligations: None
14
<PAGE>
D. Capitalization and earnings of the EWG or foreign utility
company during the reporting period:
Capitalization: Approximately US $12,084,800
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 IGC Global, Inc., a Cayman
Island exempted company with limited liability. IGC Global,
Inc. is wholly owned directly by Illinova Generating
Company, an Illinois corporation.
15
<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 $1,159,436
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):
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.
16
<PAGE>
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
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 IGC Global, Inc., a Cayman
Island exempted company with limited liability. IGC Global,
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
17
<PAGE>
D. Capitalization and earnings of the EWG or foreign utility
company during the reporting period:
Capitalization: None
Earnings: Approximately US $1,173,516
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.
Dynegy1
-------
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: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 301 Vista Del Mar El Segundo, CA 90245
Facility: 1020 MW natural gas fired peaking facility
-------------
1 The dollar amounts contained in this section reflect Dynergy's ownership
interest in each project listed. This limitation accounts for several
clarifications of the corresponding financial data provided in Dynegy's SEC
Form U-3A-2 filed December 30, 1999, where financial information was
reported on a project-wide basis.
18
<PAGE>
B. Name of each system company that holds an interest in such
EWG or foreign utility company; and description of the
interest held:
Dynegy, a Delaware corporation, owns 50% indirectly of El
Segundo Power, LLC, a Delaware limited liability company,
owner and operator of the plant. Dynegy 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 $51,947,102
Guarantee: Approximately US $109,390,000, subject
to set off rights and reimbursement
rights
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility
company during the reporting period:
Capitalization: None
Earnings: Approximately US $14,062,488
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):
19
<PAGE>
The EWG entered into an Energy Management Agreement with
Electric Clearinghouse, Inc. (now known as Dynegy Power
Marketing, Inc.) and National Gas Clearinghouse (now known
as Dynegy Marketing and Trade) 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 a
ISDA Master Swap Agreement with Natural Gas Clearinghouse,
now known as Dynegy Marketing and Trade, 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. The EWG entered into an
Administrative Services Agreement with West Coast Power LLC
dated June 30, 1999 for business management and accounting
services at a fee equal to the sum of hourly labor costs, an
agreed profit margin, and cost and expenses.
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 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, a Delaware corporation, owns 50% indirectly of Long
Beach Generation LLC, a Delaware limited liability company,
owner and operator of the plant. Dynegy 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 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 $15,568,946
Guarantee: Approximately US $109,000,000, subject to
set off rights and reimbursement rights
Other Obligations: None
20
<PAGE>
D. Capitalization and earnings of the EWG or foreign utility
company during the reporting period:
Capitalization: None
Earnings: Approximately US ($1,756,342)
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. (now known as Dynegy Power
Marketing, Inc.)and Natural Gas Clearinghouse (now known as
Dynegy Marketing and Trade)regarding wholesale management
and marketing of electrical energy and volume of gas
managed. The EWG entered into a ISDA 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. The EWG entered into an Administrative
Services Agreement with West Coast Power LLC. dated June 30,
1999, for business management and accounting services in
exchange at a fee equal to the sum of hourly labor costs, an
agreed profit margin, and cost and expenses.
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:
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
21
<PAGE>
B. Name of each system company that holds an interest in such
EWG or foreign utility company; and description of the
interest held:
Dynegy, a Delaware corporation, owns 50% indirectly of
Commonwealth Atlantic Limited Partnership, a Virginia
limited partnership, owner and operator of the plant. Dynegy
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 $10,006,000
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 $657,614
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
22
<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, a Delaware corporation, owns 50% indirectly of
Hartwell Energy Limited Partnership, a Delaware limited
partnership, owner and operator of the plant. Dynegy 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 $75,901,263
Guarantee: Approximately US $2,250,000
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility
company during the reporting period:
Capitalization: Approximately US $36,381
Earnings: Approximately US $2,354,481
23
<PAGE>
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 a five-year Operation and Maintenance
Agreement with Dynegy Operating Company effective April 8,
1999 to operate, maintain and provide scheduled maintenance
and inspections for the EWG's electric generating facility
at a fixed fee per year. The fee shall be adjusted annually
based on inflation.
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, a Delaware corporation, owns 50% indirectly of
Cabrillo Power I LLC, a Delaware limited liability company,
owner and operator of the plant. Dynegy 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.
24
<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 $4,498,121
Guarantee: Approximately US$109,000,000, subject
to set off rights and reimbursement
rights
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility
company during the reporting period:
Capitalization: Approximately US $4,498,121
Earnings: Approximately US $8,625,076
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):
The EWG entered into an Energy Management Agreement, Power
Purchase Agreement and Natural Gas Sales Agreement, with
Electric Clearinghouse, Inc. (now known as Dynegy Power
Marketing, Inc.) and Dynegy Marketing and Trade 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 West
Coast Power LLC. dated June 30, 1999 which provides for
business management and accounting services for a fee equal
to the sum of hourly labor costs, an agreed profit margin,
and cost and expenses.
4.14 Cabrillo II (Combustion Turbines, multiple locations in San Diego
County area), 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
25
<PAGE>
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
(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
26
<PAGE>
(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, a Delaware corporation, owns 50% indirectly of
Cabrillo Power II LLC, a Delaware limited liability company,
owner and operator of the plant. Dynegy 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: Approximately US $34,566,976
Guarantee: Approximately US$109,000,000, subject to
set off rights and reimbursement rights
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility
company during the reporting period:
Capitalization: Approximately US $34,566,976
Earnings: Approximately US $62,850
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):
27
<PAGE>
The EWG entered into an Energy Management Agreement, Power
Purchase Agreement and Natural Gas Sales Agreement with
Electric Clearinghouse, Inc. (now known as Dynegy Power
Marketing, Inc.) and Dynegy Marketing and Trade 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 West
Coast Power LLC dated June 30, 1999 for business management
and accounting services at a fee equal to the sum of hourly
labor costs, an agreed profit margin, and cost and expenses.
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
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, 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 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. Termo 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 $121,324,959
Guarantee: None
Other Obligations: None
28
<PAGE>
D. Capitalization and earnings of the EWG or foreign utility
company during the reporting period:
Capitalization: Approximately US $72,214,083
Earnings: Approximately US $9,288,940
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:
The EWG entered into a Business Management Agreement with
Dynegy Power Management Services, L.P. dated May 24, 1999 to
receive certain business management services in exercising
the day-to-day management and control of the EWG's affairs
and business, as amended by the First Amended and Restated
Business Management Agreement dated September 24, 1999 and
by the First Amendment to the First Amended and Restated
Business Management Agreement dated November 15, 1999, for a
certain fee determined for pre-commercial operation date
compensation and reimbursement and a second fee for
post-commercial operations in a fixed amount per year,
seasonally adjusted based upon a gross domestic product
price adjustment index. The EWG entered into an Asset
Purchase Agreement with Dynegy Engineering, Inc. dated May
24, 1999 to purchase all the contracts that are required in
connection with the engineering, procurement and
construction of the EWG's natural gas-fired power generation
facility at a fixed purchase price. The EWG entered into an
Asset Purchase Agreement with Termo Santander Holding Ltd.
dated May 24, 1999 to purchase two natural-gas turbines for
installation at the EWG's natural gas-fired power generation
facility for a fixed purchase price. The EWG entered into an
EPC Management Services Agreement with Dynegy Engineering,
Inc. dated May 24, 1999 to manage the engineering,
procurement, and construction of EWG's natural gas-fired
power generation facility for a cost-based purchase price.
The EWG entered into an Energy Management Agreement with
Dynegy Marketing and Trade and Dynegy Power Marketing, Inc.,
dated September 27, 1999 for wholesale energy management and
marketing services, as amended by Amended and Restated
Energy Management Agreement dated November 17, 1999 for fees
which vary monthly based on the amount of energy and volume
of gas managed. The EWG entered into an Operation and
Maintenance Agreement with Dynegy Operating Company
effective October 12, 1999 to receive services for
operating, maintaining and providing scheduled maintenance
and inspections for the Facility, as amended by the First
Amended and Restated Operation and Maintenance Agreement
dated November 18, 1999, for a fixed monthly fee and a
performance bonus, reviewed and adjusted on an annual basis.
29
<PAGE>
4.16 Heard County, 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: Heard County Power, L.L.C.
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 624 Hawk Road
Franklin, GA 30217
Facility: 500MW (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, a Delaware corporation, owns 100% indirectly of
Heard County Power, L.L.C., a Delaware limited liability
company, owner and operator of the plant and facilities.
Dynegy owns 100% directly of Dynegy Power Corp., a Delaware
corporation. Dynegy Power Corp. owns 100% directly of
Georgia Mercantile Power, Inc., a Delaware corporation.
Georgia Mercantile Power, Inc. owns 100% directly of Heard
County Power, L.L.C.
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 $81,775,391
Guarantee: Approximately US $186,000,000
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility
company during the reporting period:
Capitalization: Approximately US $81,775,391
Earnings: None
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<PAGE>
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.
4.17 Rockingham Power, North Carolina
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: Rockingham Power, L.L.C.
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 240 Ernest Drive
Reidsville, NC 27320
Facility: 800 MW (nominal) 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, a Delaware corporation, owns 100% indirectly of
Rockingham Power, L.L.C., a Delaware limited liability
company, owner and operator of the plant and facilities.
Dynegy owns 100% directly of Dynegy Power Corp., a Delaware
corporation. Dynegy Power Corp. owns 100% directly of Dry
Creek Power, Inc., a Delaware corporation. Dry Creek Power,
Inc. owns 100% directly Rockingham Power, L.L.C.
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<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 $167,643,324
Guarantee: Approximately US $29,000,000
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility
company during the reporting period:
Capitalization: Approximately US $130,683,897
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
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.
[Remainder of page intentionally left blank]
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<PAGE>
The above-named Claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 31st day of May, 2000.
Dynegy Inc.
By: _______________________________
Name: Rick A. Bowen
Title: Vice President
CORPORATE SEAL
Attest:
----------------------------------
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
33
