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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-33-S
ANNUAL REPORT CONCERNING FOREIGN UTILITY COMPANIES
Filed under Section 33(e) of the
Public Utility Holding Company Act of 1935, as amended
For the fiscal year ended December 31, 1996
Filed pursuant to the Public Utility Holding Company Act of 1935 by
Texas Utilities Company
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
This Commission is requested to mail copies of all communications relating to
this Annual Report to:
Robert A. Wooldridge
Worsham, Forsythe & Wooldridge, L.L.P.
Energy Plaza
1601 Bryan Street, 30th Floor
Dallas, Texas 75201
April 28, 1997
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Texas Utilities Company (the "Company"), a Texas corporation and an
exempt holding company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), hereby files this Annual Report pursuant to Section 33(e)
of the Act.
ITEM 1. IDENTIFY EACH FOREIGN UTILITY COMPANY, STATE ITS LOCATION AND BUSINESS
ADDRESS, AND DESCRIBE THE FACILITIES IT UTILIZES FOR THE GENERATION,
TRANSMISSION AND DISTRIBUTION OF ELECTRIC ENERGY FOR SALE OR FOR THE
DISTRIBUTION AT RETAIL OF NATURAL OR MANUFACTURED GAS. IDENTIFY EACH SYSTEM
COMPANY THAT HOLDS AN INTEREST IN THE COMPANY AND DESCRIBE THE INTEREST HELD.
Eastern Energy Limited ("Eastern Energy") is a company incorporated in the
State of Victoria, Australia. Its business address is Level 18, 452 Flinders
Street, Melbourne, Victoria, Australia.
Eastern Energy is a wholly owned subsidiary of Texas Utilities Australia Pty
Ltd ("TUA"). TUA is a wholly owned subsidiary of the Company.
TUA is located in Melbourne, Australia. Its business address is Level 49, 525
Collins Street, Melbourne, Victoria, Australia.
TUA does not directly own any facilities for the generation, transmission or
distribution of electric energy.
Eastern Energy is engaged in the distribution and retailing of electric energy
for sale in the State of Victoria, Australia. For this purpose, Eastern Energy
has been issued a distribution license and retail licenses under the
Electricity Industry Act 1993 (Vic.). Eastern Energy's distribution network
primarily consists of (i) subtransmission 66 kV closed loops supplied from the
main grid terminal station busses, (ii) 39 zone substations (including 17
multiple transformer, fully switched zone substations, three single
transformer, unswitched zone substations, and 19 multiple transformer,
unswitched zone substations), where voltage is transformed from 66 kV to supply
22 kV, and (iii) 45,900 distribution substations or transformers, where voltage
is transformed to 415/240 V. Eastern Energy has eight connections with
PowerNet Victoria. The majority of the network is constructed as an overhead
system.
Eastern Energy has approximately 2,000 km of 66 KV overhead lines, 25,600 km of
22 kV, 12.7 kV, 11 kV and 6.6 kV overhead and underground distribution feeders,
9,000 km of overhead and underground low voltage lines, and 316,861 poles in
service. Eastern Energy has approximately 682,000 meters in service for the
metering of electricity usage, of which approximately 16,000 are electronic and
666,000 are electro-mechanical. Eastern Energy also owns a number of
properties that are used for depots, offices, zone substations and substations.
ANNUAL REPORT CONCERNING FOREIGN UTILITY COMPANIES - PAGE 2
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Poles and pole structures constitute about 35% of asset values, and substations
constitute about 24% of asset values. About 95% of Eastern Energy's lines and
cables are overhead, and 70% of the poles are made of wood. The system mainly
employs steel crossarms and porcelain insulators. Eastern Energy has rights
under Section 47 of the Electricity Industry Act of 1993 to enter upon public
or private land and construct or maintain works and take other action subject
to any conditions in its license or any access code issued by the office of the
Regulator General in Victoria. Eastern Energy holds a range of property
interests, including freehold and leasehold interests, licenses, easements, and
memoranda of understanding to grant an easement and permit access to property
if required.
ITEM 2. IDENTIFY ANY DEBT OR OTHER FINANCIAL OBLIGATION OF THE FOREIGN UTILITY
COMPANY FOR WHICH THERE IS RECOURSE DIRECTLY OR INDIRECTLY TO THE REPORTING
PUBLIC-UTILITY COMPANY OR, IF THE REPORTING COMPANY IS AN EXEMPT HOLDING
COMPANY, TO ANY SYSTEM COMPANY. IDENTIFY SEPARATELY ANY DIRECT OR INDIRECT
GUARANTEE OF A SECURITY OF A FOREIGN UTILITY COMPANY BY ANY SYSTEM COMPANY.
On December 1, 1995, Eastern Energy entered into a term credit facility and a
working capital facility with two syndicates of banks co-arranged by Bank of
America National Trust & Savings Association and Westpac Banking Corporation.
The term credit facility provided for borrowings up to A$1,200,000,000 and the
working capital facility provided for borrowings up to A$100,000,000. As
security for its obligations under each facility, Eastern Energy charged in
favor of Westpac Banking Corporation, as trustee for each syndicate of banks,
all the property, assets and rights of Eastern Energy, both present and future.
On October 31, 1996, Eastern Energy refinanced the term credit facility and the
working capital facility with a syndicate of banks arranged by Westpac Banking
Corporation. The term credit facility was refinanced into a five year
A$1,200,000,000 revolving credit facility and included a A$375,000,000 bridging
component. The refinanced working capital facility provides for borrowings
totaling A$100,000,000 from participant banks. The refinanced facilities are
not secured by the charge over the property, assets and rights of Eastern
Energy. Neither TUA nor the Company has granted any security over their assets
in connection with the facilities.
In December, 1996, Eastern Energy issued US$250,000,000 of 6.75% Senior Notes
due December 1, 2006 and US$100,000,000 of 7.25% Senior Notes due December 1,
2016. The proceeds of the notes were used to repay the bridging facility. The
notes are direct, senior unsecured obligations of Eastern Energy.
On December 11, 1996, Eastern Energy agreed to make available to TUA a loan
facility of up to A$10,000,000 (the "Loan Facility"). TUA is to pay interest
at a commercial rate on the principal amount of each drawing under the Loan
Facility, as more particularly specified in each letter request. Neither the
Company nor any other subsidiary of the Company has granted any security over
its assets in connection with the TUA Loan Facility.
ANNUAL REPORT CONCERNING FOREIGN UTILITY COMPANIES - PAGE 3
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There is currently no debt or other financial obligation of either TUA or
Eastern Energy for which there is recourse to the Company or any other
subsidiary of the Company.
ITEM 3. IDENTIFY ANY SERVICE, SALES OR CONSTRUCTION CONTRACT(S) BETWEEN A
FOREIGN UTILITY COMPANY AND THE REPORTING PUBLIC-UTILITY COMPANY OR, IF THE
REPORTING COMPANY IS AN EXEMPT HOLDING COMPANY, ANY SYSTEM COMPANY. DESCRIBE
THE SERVICES TO BE RENDERED OR GOODS SOLD, AND THE FEES OR REVENUES UNDER SUCH
CONTRACT(S).
There are currently no contracts or agreements between TUA, or Eastern Energy,
and the Company or any other subsidiary of the Company. However, TUA currently
receives certain management, accounting and administrative support services
from Texas Utilities Services Inc. ("TUSI"), a subsidiary of the Company.
Services are provided by TUSI at cost.
Effective October 1, 1996, TUA and Eastern Energy entered into a Management and
Technical Service Agreement for the provision of management, technical and
other services by TUA to Eastern Energy. Eastern Energy is required to
reimburse TUA for all costs and expenses reasonably incurred in connection with
the provision of those services, plus a service fee in an amount equal to ten
percent of the service costs. Pursuant to this agreement, TUA may provide
these services directly to Eastern Energy or may procure services from Company
subsidiaries.
EXHIBIT A. AN ORGANIZATIONAL CHART SHOWING THE RELATIONSHIP OF EACH FOREIGN
UTILITY COMPANY TO THE REPORTING PUBLIC-UTILITY COMPANY OR, IN THE EVENT THAT
THE REPORTING COMPANY IS AN EXEMPT HOLDING COMPANY, TO SYSTEM PUBLIC UTILITY
COMPANIES.
The organizational chart showing the relationship of Eastern Energy,
Ltd. to the Company system public-utility companies is incorporated
herein by reference and attached hereto as Exhibit A.
SIGNATURE
The undersigned company has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized pursuant to
the requirements of the Public Utility Holding Company Act of 1935. The
signature of the undersigned company shall be deemed to relate only to matters
having reference to such company or its subsidiaries.
ANNUAL REPORT CONCERNING FOREIGN UTILITY COMPANIES - PAGE 4
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TEXAS UTILITIES COMPANY
By: \s\ Peter B. Tinkham
Peter B. Tinkham
Treasurer/Assistant Secretary
Date: April 28, 1997
ANNUAL REPORT CONCERNING FOREIGN UTILITY COMPANIES - PAGE 5
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99.A Organizational Chart
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EXHIBIT A
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TEXAS UTILITIES COMPANY
DOMESTIC ASSOCIATE PUBLIC UTILITY COMPANIES TEXAS UTILITIES AUSTRALIA PTY. LTD
TEXAS UTILITIES ELECTRIC COMPANY SOUTHWESTERN ELECTRIC SERVICE COMPANY EASTERN ENERGY LIMITED
ENETECH PTY LTD EASTERN FACILITIES MANAGEMENT PTY LTD
TEXAS UTILITIES SERVICES, INC. TEXAS UTILITIES FUEL COMPANY
TEXAS UTILITIES MINING COMPANY BASIC RESOURCES INC.
CHACO ENERGY COMPANY TEXAS UTILITIES PROPERTIES INC.
TEXAS UTILITIES COMMUNICATIONS, INC.
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