-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HL8wpL7RFKFefeUmx85va83/LDqGrRIflHAV/JJEzV76TiHJqr7F7yAvnHzjJcNa OMVFwSSZa3ASGCqM9oh32A== 0000950168-99-002063.txt : 19990806 0000950168-99-002063.hdr.sgml : 19990806 ACCESSION NUMBER: 0000950168-99-002063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990728 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUKE ENERGY CORP CENTRAL INDEX KEY: 0000030371 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 560205520 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04928 FILM NUMBER: 99678746 BUSINESS ADDRESS: STREET 1: 526 SOUTH CHURCH STREET CITY: CHARLOTTE STATE: NC ZIP: 28201-1006 BUSINESS PHONE: 7045946200 MAIL ADDRESS: STREET 1: 422 S CHURCH ST CITY: CHARLOTTE STATE: NC ZIP: 28242 FORMER COMPANY: FORMER CONFORMED NAME: DUKE POWER CO /NC/ DATE OF NAME CHANGE: 19920703 8-K 1 DUKE ENERGY CORPORATION 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): July 28, 1999 DUKE ENERGY CORPORATION (Exact name of registrant as specified in its charter) NORTH CAROLINA 1-4928 56-0205520 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 526 South Church Street Charlotte, North Carolina 28202-1904 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 704-594-6200 Item 5. Other Events. Duke Energy Corporation (the "registrant"), through its wholly owned subsidiary Duke Energy International, L.L.C. ("DEI") recently acquired, or entered into agreements to acquire, approximately 3,800 megawatts of power generation facilities in Latin America for a total cost of approximately $1.2 billion. Further descriptions of the transactions may be found below and in the press releases filed as exhibits to this Form 8-K. On August 4, 1999, the registrant acquired 71% of the voting stock of Companhia de Geracao de Energia Electrica Paranapanema ("Paranapanema"), the eleventh largest generating company in Brazil. The acquisition was the result of the registrant's winning bid of approximately $680 million submitted July 28, 1999, in the on-going privatization of Brazil's electric utilities. Located in the state of Sao Paulo, Paranapanema has a total installed capacity of 2,307 megawatts and includes eight hydroelectric generating facilities along the Paranapanema River. The registrant was the successful bidder on July 30, 1999 in a privatization of an 80% interest in the generating company, Generadora Acajutla, S.A. de C.V., and a 97% interest in the generating company, Generadora Salvadorena, S.A. de C.V., presently owned by El Salvador. The bid was $125 million for a controlling interest in 275 megawatts of thermal power generation. The transaction is expected to close in early September. The registrant entered into an agreement on August 2, 1999 to acquire the hydroelectric, natural gas and diesel power generation businesses of Dominion Resources, Inc. in four countries in South America for $405 million. The transaction is expected to close before the end of the year after receipt of appropriate government consents and approvals. The businesses being acquired have gross ownership interest totaling approximately 1,200 megawatts of gross generation capacity. Upon completion of all three transactions, the registrant's portfolio of Latin American and Asia-Pacific assets will include operations and ownership interests in approximately 6,700 megawatts of power generation, approximately 1,800 miles of natural gas pipeline and 245 miles of electric transmission, located in Argentina, Australia, Belize, Bolivia, Brazil, Chile, Ecuador, El Salvador, Indonesia, New Zealand and Peru. Copies of the registrant's press releases announcing the acquisitions described above are filed herewith as Exhibits 99.1, 99.2 and 99.3 respectively, and are incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. The following exhibits are filed herewith: 99.1. Press Release of registrant dated July 28, 1999 99.2 Press Release of registrant dated July 30, 1999 99.3 Press Release of registrant dated August 2, 1999 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DUKE ENERGY CORPORATION (registrant) By: ________________________ Richard J. Osborne Executive Vice President and Chief Financial Officer Dated: August 5, 1999 Exhibit Index Exhibit Description - ------- ----------- 99.1 Press Release of registrant dated July 28, 1999 99.2 Press Release of registrant dated July 30, 1999 99.3 Press Release of registrant dated August 2, 1999 EX-99 2 EXHIBIT 99.1 Exhibit 99.1 July 28, 1999 CONTACT: Bryant Kinney Duke Energy 704/382-2208 Raffaella Menezes Hill & Knowlton - Brazil (55-11) 5505-3738 DUKE ENERGY WINS PRIVATIZATION BID FOR LEADING BRAZILIAN GENERATING COMPANY SAO PAULO, BRAZIL -- Duke Energy International (DEI), a subsidiary of Duke Energy, announced it was the successful bidder in today's privatization of Companhia de Geracao de Energia Eletrica Paranapanema (Paranapanema) - Brazil's eleventh largest electric generating company. DEI's bid for a controlling interest in Paranapanema was approximately $US 680 million. DEI will assume operational control of the company following the signing of the Concession Contract, scheduled for late September. Paranapanema is one of three companies formerly constituting the Sao Paulo Energy Company and the first of the three to be privatized. It is Brazil's second main electric generating company privatization, following that of Gerasul in 1998. Located in the State of Sao Paulo, Paranapanema has a total installed capacity of 2,307 megawatts and includes eight high-quality hydroelectric generation facilities located along the Paranapanema River that produced approximately 14,120 gigawatt hours in 1998. - more - - 2 - "Paranapanema is an excellent addition to DEI's growing Latin American portfolio of integrated energy assets and trading and marketing business," said DEI President and CEO Bruce Williamson. "Located in the industrial heartland of Brazil and MERCOSUR, Paranapanema provides DEI opportunities to supply the region's growing demand for electricity and energy services." "Latin America is one of the largest and most dynamic energy markets in the world," Williamson said. "DEI will leverage the technical and operational expertise, market experience and financial strength of Paranapanema to develop, manage and own integrated energy assets and establish itself as a leading energy company in Brazil. It is a key component of our Latin American growth strategy." In Latin America, DEI's energy business spans the entire energy value chain from exploration, production, gathering, processing and transportation of natural gas through to generation, electric transmission and energy trading and marketing. Once the Paranapanema purchase is finalized, DEI's diverse portfolio of assets will include operations and ownership in approximately 4,400 megawatts of power generation, 125 miles of natural gas pipeline and 245 miles of electric transmission located throughout Argentina, Brazil, Chile, Ecuador and Peru. Duke Energy International, a subsidiary of Duke Energy, is a leading owner, operator and developer of integrated energy projects in Asia Pacific and Latin America. DEI's diverse investment and asset portfolio spans the entire energy value chain from exploration, production, gathering, processing and transportation of natural gas through to generation, electric transmission and energy trading and marketing. Duke Energy (NYSE:DUK) is a global energy company with more than $26 billion in assets. Headquartered in Charlotte, N.C., the company reaches into more than 50 countries, producing energy, transporting energy, marketing energy and providing energy services. In the United States, Duke Energy companies provide electric service to approximately two million customers in North Carolina and South Carolina; operate interstate pipelines that deliver natural gas to various regions of the country; and are leading marketers of electricity, natural gas and natural gas liquids. Additional information about the company is available on the Internet at: www.duke-energy.com ### EX-99 3 EXHIBIT 99.2 Exhibit 99.2 July 30, 1999 CONTACT: Randy Wheeless Phone: 704/382-8379 24-Hour: 704/382-8333 Jennifer Pierce Phone: 713/627-5719 DUKE ENERGY WINS AUCTION FOR CENTRAL AMERICAN GENERATION ASSETS HOUSTON -- Duke Energy International (DEI), a subsidiary of Duke Energy, announced it was the successful bidder in today's privatization of El Salvadorian generating companies Generadora Acajutla S.A. de C.V. (Acajutla) and Generadora Salvadorena, S.A. de C.V., presently part of the government-owned utility Comision Ejecutiva Hidroelectrica del Rio Lempa (CEL). DEI's bid for controlling interest in 275 megawatts of thermal power generation was $125 million. DEI will assume operational control upon financial closing. DEI also announced a $75 million modernization of Generadora Acajutla which will add approximately 155 megawatts of combined-cycle electric generation. The company plans to begin construction of the facility in early September with completion scheduled for late 2001. "El Salvador's leadership in Central America's electric system integration and market reforms make it an attractive place to invest," said DEI President and CEO Bruce Williamson. "The - more - - 2 - acquisition of these generating assets provide DEI an early entry into El Salvador's deregulating electricity market. Given their existing grid connection to Guatemala and Honduras in 2001, they provide a solid platform for growth through generation, asset development and trading and marketing across Central America." El Salvador is the second largest economy in Central America and is one of the most stable political and macroeconomic countries in Latin America. Privatization of state-owned assets began in 1995 and to date has included telecommunications, electric distribution and the pension system. Generadora Acajutla and Generadora Salvadorena are the first privatizations of government-owned generating companies. Once the El Salvador purchase is finalized, DEI's diverse portfolio of Latin American assets will include operations and ownership in approximately 4, 700 megawatts of power generation, 125 miles of natural gas pipeline and 245 miles of electric transmission located throughout Argentina, Brazil, El Salvador, Chile, Ecuador and Peru. Duke Energy International, a subsidiary of Duke Energy, is a leading owner, operator and developer of integrated energy projects in Asia Pacific and Latin America. DEI's diverse investment and asset portfolio spans the entire energy value chain from exploration, production, gathering, processing and transportation of natural gas to generation, electric transmission and energy trading and marketing. - more - - 3 - Duke Energy (NYSE:DUK) is a global energy company with more than $26 billion in assets. Headquartered in Charlotte, N.C., the company reaches into more than 50 countries, producing energy, transporting energy, marketing energy and providing energy services. In the United States, Duke Energy companies provide electric service to approximately two million customers in North Carolina and South Carolina; operate interstate pipelines that deliver natural gas to various regions of the country; and are leading marketers of electricity, natural gas and natural gas liquids. Additional information about the company is available on the Internet at: www.duke-energy.com ### EX-99 4 EXHIBIT 99.3 Exhibit 99.3 August 2, 1999 CONTACTS: Jennifer Pierce 713/627-5719 Bryant Kinney 704/382-2208 DUKE ENERGY INTERNATIONAL TO PURCHASE DOMINION RESOURCES' LATIN AMERICAN PORTFOLIO THIRD LATIN AMERICAN PURCHASE BY DUKE ENERGY'S INTERNATIONAL UNIT WITHIN ONE WEEK HOUSTON -- Duke Energy International announced today it will purchase Dominion Resources Inc.'s portfolio of hydroelectric, natural gas and diesel power generation businesses in Argentina, Belize, Bolivia and Peru for $405 million. The businesses being purchased total approximately 1,200 megawatts of gross generation capacity. The stock purchase brings Duke Energy International's total Latin American asset purchases in the past week to approximately 3,800 megawatts. The transaction is expected to be completed before the end of the year after receiving appropriate government consents and approvals and financial closing. "This purchase, along with our recent successes in Brazil and El Salvador, positions Duke Energy International to become Latin America's first truly regional power generation and energy trading and marketing company," said Duke Energy International President and Chief Executive - more - - 2 - Officer Bruce A. Williamson. "These assets will provide tremendous synergies with our existing portfolio along with the Brazilian and El Salvadorian companies we acquired last week. "Duke Energy's shareholders will be rewarded with immediate improvements in earnings per share when we complete these transactions and emerge as one of Latin America's premier energy companies. Duke Energy will be as strong a company in Latin America as it is in North America," Williamson said. "We look forward to continuing to build upon the very positive relationship with Dominion Resources that we developed throughout this transaction as they too become a gas and electric convergence company." In the last week, Duke Energy International acquired generating companies in Brazil (Paranapanema) and El Salvador (Generadora Acajutla and Generadora Salvadorena). Once all three transactions close, Duke Energy International's diverse portfolio of Latin American and Asia-Pacific assets will include operations and ownership interests in approximately 6,700 megawatts of power generation, approximately 1,800 miles of natural gas pipeline and 245 miles of electric transmission, located throughout Argentina, Australia, Belize, Bolivia, Brazil, Chile, Ecuador, El Salvador, Indonesia, New Zealand and Peru. Duke Energy International also has operating energy marketing and trading businesses and development offices in Sydney, Australia; Buenos Aires, Argentina; London, England; and Manila, the Philippines. And has ownership interests in methanol and MTBE manufacturing facilities in Saudi Arabia. - more - - 3 - Duke Energy International (DEI), a subsidiary of Duke Energy, is a leading owner, operator and developer of integrated energy projects in Asia Pacific and Latin America. DEI's diverse investment and asset portfolio spans the entire energy value chain from exploration, production, gathering, processing and transportation of natural gas through to generation, electric transmission and energy trading and marketing. Duke Energy (NYSE:DUK) is a global energy company with more than $26 billion in assets. Headquartered in Charlotte, N.C., the company reaches into more than 50 countries, producing energy, transporting energy, marketing energy and providing energy services. In the United States, Duke Energy companies provide electric service to approximately two million customers in North Carolina and South Carolina; operate interstate pipelines that deliver natural gas to various regions of the country; and are leading marketers of electricity, natural gas and natural gas liquids. Additional information about the company is available on the Internet at: www.duke-energy.com This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although Duke Energy believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include regulatory developments, the timing and extent of changes in commodity prices for oil, gas, coal, electricity and interest rates, the extent of success in connecting natural gas supplies to gathering and processing systems and in connecting and expanding gas and electric markets, the performance of electric generation, pipeline and gas processing facilities, the timing and success of efforts to develop domestic and international power, pipeline, gathering, processing and other infrastructure projects and conditions of the capital markets and equity markets during the periods covered by the forward-looking statements. ### Duke Energy to Purchase Dominion Resources Inc.'s Latin American Power Generation Portfolio Fact Sheet - ------------------------------------------------------------------------------ The Dominion Resource Inc.'s businesses being purchased by Duke Energy International have gross ownership interests totaling approximately 1,200 megawatts of gross generation capacity and operations in hydroelectric, natural gas and diesel facilities: ARGENTINA |X|54 percent of the 98-megawatt, natural gas-fired Alto Valle power station. Co-owners of the business are the station's employees, with a 10-percent interest, and CALF, a local electric utility cooperative, with a 36-percent interest. |X|98 percent of the 450-megawatt Cerros Colorados hydroelectric station. Co-owners of the business are the facility's employees, with a 2-percent interest. BOLIVIA |X|50-percent controlling interest in the 126-megawatt Empresa Electrica Corani hydroelectric business. 47 percent of the business is held in two private pension funds for the people of Bolivia, and the balance is held by individual shareholders, including employees. PERU |X|30-percent joint controlling ownership interest in Empresa de Generacion Electrica NorPeru S.A. [Egenor], with current capacity of 423 megawatts, principally hydroelectric power, with some thermal generation capacity. The business is scheduled to have 520 megawatts of capacity when an expansion program is completed later this year. Co-owners include Gener, a Chilean electric generation company, with a 30-percent interest, Electroperu with a 30-percent interest, and a 10-percent interest held by more than 700 public shareholders. BELIZE |X|95 percent of the 25-megawatt Mollejon hydroelectric facility, Belize. The remaining 5 percent of the business is owned by the Social Security Administration of Belize. -----END PRIVACY-ENHANCED MESSAGE-----