File No. 70-10090 United States Securities and Exchange Commission Washington, D.C. 20549 ---------------------------------------- Amendment No. 2 to Form U-1 Application Under The Public Utility Holding Company Act of 1935 ---------------------------------------- E.ON AG E.ON-Platz 1 40479 Dusseldorf Germany (Names of companies filing this statement and addresses of principal executive offices) ---------------------------------------- E.ON AG (Name of top registered holding company) ---------------------------------------- Dr. Guntram Wuerzberg Vice President General Legal Affairs E.ON AG E.ON-Platz 1 40479 Dusseldorf Germany Telephone: 011-49-211-4579-388 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 LeBoeuf, Lamb, Greene & MacRae, L.L.P. 125 West 55th Street New York, NY 10019-5389 Telephone: (212) 424-8455 Facsimile: (212) 424-8500 Markian M. W. Melnyk LeBoeuf, Lamb, Greene & MacRae, L.L.P. 1875 Connecticut Ave., N.W. Washington, D.C. 20009-5728 Telephone: (202) 986-8212 Facsimile: (202) 986-8102 2 FORM U-1 APPLICATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 On September 26, 2002, E.ON AG ("E.ON") filed an Application on Form U-1 in SEC File No. 70-10090. The Application requested an extension until December 31, 2004 of the deadline set by prior Commission order/1 to divest part of E.ON's interest in Hypo-Vereinsbank AG ("HVB"). In Amendment No. 1, filed on December 30, 2002, E.ON amended the Application to request that the Commission authorize an immediate extension of the divestiture deadline until March 31, 2003. E.ON also requested that the Commission reserve jurisdiction over any further extension of the divestiture deadline until such time as the record is deemed complete with respect such extension. By order dated December 31, 2002, Holding Co. Act Release No. 27632, the Commission granted E.ON's request, as amended by Amendment No. 1, and extended the partial divestiture of E.ON's HVB interest until March 31, 2003, with a reservation of jurisdiction over subsequent extensions. E.ON no longer seeks a further extension of the deadline to divest its HVB interest and it will not seek a release of jurisdiction with respect thereto. Accordingly, E.ON hereby withdraws its Application in File No. 70-10090 to the extent of the pending request for a divestiture deadline extension until December 31, 2004. -------- 1 E.ON AG, Holding Co. Act Release No. 27539 (June 14, 2002). 3 SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the Applicant has duly caused this Application to be signed on its behalf by the undersigned thereunto duly authorized. Date: February 7, 2003 E.ON AG By: /s/ Dr. Guntram Wurzberg -------------------------- Name: Dr. Guntram Wurzberg Title: Vice President General Legal Affairs By: /s/ Dr. Patrick Wolff -------------------------- Name: Dr. Patrick Wolff Title: General Legal Affairs 4