As filed with the Securities and Exchange Commission on October 23, 2001
File No. 70-09961
United States Securities and Exchange Commission
Washington, D.C. 20549
________________________________________
Amendment No. 1
to
Form U-1
Application/Declaration
Under the
Public Utility Holding Company Act of 1935
________________________________________
E.ON AG Powergen plc
E.ON-Platz 1 Powergen US Holdings Limited
40479 Dusseldorf Powergen US Investments
Germany Powergen Luxembourg sarl
Powergen Luxembourg Holdings sarl
Powergen Luxembourg Investments sarl
Powergen USA
Powergen US Investments Corp.
City Point
1 Ropemaker Street
London EC2Y 9HT
United Kingdom
(Names of companies filing this statement
and addresses of principal executive offices)
________________________________________
E.ON AG
(Name of top registered holding company)
________________________________________
Ulrich Hueppe David Jackson
General Counsel, Executive Vice President Company Secretary and General Counsel
Dr. Guntram Wuerzberg Powergen plc
Vice President General Legal Affairs City Point
E.ON AG 1 Ropemaker Street
E.ON-Platz 1 London EC2Y 9HT
40479 Dusseldorf United Kingdom
Germany Telephone: 011-44-270-826-2742
Telephone: 011-49-211-4579-388 Facsimile: 011-44-270-826-2716
Facsimile: 011-49-211-4579-610
(Names and addresses of agents for service)
The Commission is also requested to send copies
of any communication in connection with this matter to:
Tia S. Barancik Peter D. Clarke
LeBoeuf, Lamb, Greene & MacRae, L.L.P. Debra J. Schnebel
125 West 55th Street Jones, Day, Reavis & Pogue
New York, NY 10019-5389 77 West Wacker Drive, Ste. 3500
Telephone: (212) 424-8455 Chicago, IL 60601-1692
Facsimile: (212) 424-8500 Telephone: (312) 782-3939
Facsimile: (312) 782-8585
Markian M. W. Melnyk
LeBoeuf, Lamb, Greene & MacRae, L.L.P. Joseph B. Frumkin
1875 Connecticut Ave., N.W. Sullivan & Cromwell
Washington, D.C. 20009-5728 125 Broad Street
Telephone: (202) 986-8212 New York, NY 10004
Facsimile: (202) 986-8102 Telephone: (212)-558-4000
Facsimile: (212) 558-3588
This Amendment No. 1 revises the Form U-1 Application/Declaration in this
proceeding originally filed with the Securties and Exchange Commmission on
September 4, 2001, in File No. 70-09961, by amending Item 6 and adding Exhibits
and Financial Statements listed therein.
Item 6. Exhibits and Financial Statements
Exhibit List
A-1 Articles of Association and Bylaws of E.ON AG.
A-2 Memorandum and Articles of Association of Powergen plc.
B-1 Letter Agreement dated April 8, 2001.
C-1 Application to the Kentucky Public Service Commission.
C-2 Orders of the Kentucky Public Service Commission.
C-3 Application to the Virginia State Corporation Commission.
C-4 Order of the Virginia State Corporation Commission.
C-5 Application to the Federal Energy Regulatory Commission.
C-6 Order of the Federal Energy Regulatory Commission.
C-7 Letter from the Committee on Foreign Investment in the United States.*
D-1 Map of the Utility Service Territory of the LG&E Energy Group, filed in
paper format under cover of Form SE.
E-1 Corporate Chart of the Combined E.ON and Powergen Group.*
F-1 Annual Report of E.ON AG on Form 20-F, filed in paper format under cover of
Form SE.
F-2 Annual Report of Powergen plc on Form 20-F, filed in paper format under
cover of Form SE.
G-1 Description of E.ON's Subsidiary Companies, Including To-Be-Divested
Subsidiaries.
G-2 Description of Powergen's Subsidiary Companies.
I-1 Appointment of Agent for Service of Process.
J-1 Amended LG&E Services Service Agreement.
K-1 Opinion of Counsel - E.ON.
K-2 Opinion of Counsel - Powergen.
K-3 Past Tense Opinion of Counsel.*
Financial Statements
FS-1 E.ON AG Consolidated Financial Statements for the Year Ended and As of
December 31, 2000.
FS-2 E.ON AG Consolidated Financial Statements As of September 30, 2001.*
FS-3 Powergen plc Consolidated Financial Statements for the Year Ended and As of
December 31, 2000, incorporated by reference to Exhibit D of SEC File No.
1-13620, Form U5B, filed March 9, 2001.
FS-4 Powergen plc Consolidated Financial Statements As of September 30, 2001.*
FS-5 Pro Forma Consolidated Balance Sheet and Income Statement for the Year
Ended and As of December 31, 2000, including Notes.
FS-6 LG&E Energy Consolidated Financial Statements for the Year Ended and As of
December 31, 2000.
FS-7 LG&E Energy Consolidated Financial Statements As of September 30, 2001.*
*To be filed by Amendment.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the Applicants have duly caused Amendment No. 1 to the
Application-Declaration to be signed on their behalf by the undersigned
thereunto duly authorized. The signature of the Applicants and of the persons on
their behalf are restricted to the information contained in this application
which is pertinent to the application of the respective companies.
Date: October 22, 2001 E.ON AG
By: /s/Hans Gisbert Ulmke
---------------------
Name: Hans Gisbert Ulmke
Title: Financial Director,
Executive Vice President
By: /s/Guntram Wuerzberg
---------------------
Name: Dr. Guntram Wuerzberg
Title: Vice President General
Legal Affairs
Date: October 22, 2001 Powergen plc
Powergen US Holdings Limited
Powergen US Investments
Powergen Luxembourg sarl
Powergen Luxembourg Holdings sarl
Powergen Luxembourg Investments sarl
Powergen USA
Powergen US Investments Corp.
By: /s/ David Jackson
---------------------
Name: David Jackson
Title: Company Secretary and
General Counsel
EXHIBIT INDEX
A-1 Articles of Association and Bylaws of E.ON AG.
A-2 Memorandum and Articles of Association of Powergen plc.
B-1 Letter Agreement dated April 8, 2001.
C-1 Application to the Kentucky Public Service Commission.
C-2 Orders of the Kentucky Public Service Commission.
C-3 Application to the Virginia State Corporation Commission.
C-4 Order of the Virginia State Corporation Commission.
C-5 Application to the Federal Energy Regulatory Commission.
C-6 Order of the Federal Energy Regulatory Commission.
D-1 Map of the Utility Service Territory of the LG&E Energy Group. (P)
F-1 Annual Report of E.ON AG on Form 20-F. (P)
F-2 Annual Report of Powergen plc on Form 20-F. (P)
G-1 Description of E.ON's Subsidiary Companies, Including To-Be-Divested
Subsidiaries.
G-2 Description of Powergen's Subsidiary Companies.
H-1 Proposed Form of Notice.
I-1 Appointment of Agent for Service of Process.
J-1 Amended LG&E Services Service Agreement.
K-1 Opinion of Counsel - E.ON.
K-2 Opinion of Counsel - Powergen.
FS-1 E.ON AG Consolidated Financial Statements for the Year Ended and As of
December 31, 2000.
FS-5 Pro Forma Consolidated Balance Sheet and Income Statement for the Year
Ended and As of December 31, 2000.
FS-6 LG&E Energy Consolidated Financial Statements for the Year Ended and As of
December 31, 2000.