As filed with the Securities and Exchange Commission on October 23, 2001
File No. 70-09985
United States Securities and Exchange Commission
Washington, D.C. 20549
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Amendment No. 1
to
Form U-1
Application/Declaration
Under the
Public Utility Holding Company Act of 1935
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E.ON AG Powergen plc
E.ON-Platz 1 City Point
40479 Dusseldorf 1 Ropemaker Street
Germany London EC2Y 9HT
United Kingdom
(Names of companies filing this statement
and addresses of principal executive offices)
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E.ON AG
(Name of top registered holding company)
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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 Joseph B. Frumkin
LeBoeuf, Lamb, Greene & MacRae, L.L.P. Sullivan & Cromwell
1875 Connecticut Ave., N.W. 125 Broad Street
Washington, D.C. 20009-5728 New York, NY 10004
Telephone: (212) 424-8455 Telephone: (212) 558-4000
Facsimile: (212) 424-8500 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
October 2, 2001, in File No. 70-09985, by amending Item 6 and adding Exhibits
and Financial Statements listed therein.
Item 6. Exhibits and Financial Statements
A. Exhibits
A-1 Form of Tax Allocation Agreement.*
B-1 Intermediate Company Structure, filed in paper format under cover of Form
SE.
C-1 Opinion of counsel.
C-2 Past tense opinion of counsel.*
D-1 Proposed Form of Notice.*
E-1 Form of Money Pool Agreement.
E-2 Form of Money Pool Note.
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.
B. Financial Statements
FS-1 E.ON's consolidated financial statements as of December 31, 2000,
incorporated by reference to FS-1 of SEC File No. 070-09961, Form U-1
Amendment No.1, filed October 23, 2001.
FS-2 E.ON's consolidated financial statements as of September 30, 2001.*
FS-3 Powergen's consolidated financial statements 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's consolidated financial statements as of September 30, 2001.*
FS-5 LG&E Energy's consolidated financial statements as of December 31, 2000,
incorporated by reference to FS-6 of SEC File No. 070-09961, Form U-1
Amendment No.1, filed October 23, 2001.
FS-6 LG&E Energy's consolidated financial statements as of September 30, 2001.*
FS-7 E.ON financial projections for the years 2002-2004, including pro forma
capitalization tables.*
* To be filed by amendment.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this Amendment No. 1 to the
statement filed on October 2, 2001, to be signed on its behalf by the
undersigned officer 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
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Name: Hans Gisbert Ulmke
Title: Financial Director, Executive
Vice President
By: /s/Guntram Wuerzberg
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Name: Dr. Guntram Wuerzberg
Title: Vice President General Legal
Affairs
Date: October 22, 2001 Powergen plc
By: /s/David Jackson
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Name: David Jackson
Title: Company Secretary and General
Counsel
EXHIBIT INDEX
B-1 Intermediate Company Structure. (P)
C-1 Opinion of counsel.
E-1 Form of Money Pool Agreement.
E-2 Form of Money Pool Note.
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)