[Federal Register: September 27, 2004 (Volume 69, Number 186)]
[Notices]
[Page 57739-57740]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr27se04-83]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-27891]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
September 21, 2004.
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated under the Act. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendment(s) is/are available for public
inspection through the Commission's Branch of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in
writing by October 18, 2004, to the Secretary, Securities and Exchange
Commission, Washington, DC 20549-0609, and serve
[[Page 57740]]
a copy on the relevant applicant(s) and/or declarant(s) at the
address(es) specified below. Proof of service (by affidavit or, in the
case of an attorney at law, by certificate) should be filed with the
request. Any request for hearing should identify specifically the
issues of facts or law that are disputed. A person who so requests will
be notified of any hearing, if ordered, and will receive a copy of any
notice or order issued in the matter. After October 18, 2004, the
application(s) and/or declaration(s), as filed or as amended, may be
granted and/or permitted to become effective.
E.ON AG, et al. (70-10196)
E.ON AG (``E.ON'') and E.ON UK Holding GmbH (``UK Holding''), both
located at E.ON-Platz 1, 40479 D[uuml]sseldorf, Germany, and E.ON UK
Ltd. (``UK Ltd.'') and Powergen Limited (formerly Powergen plc,
``Powergen''), both located at 53 New Broad Street, London EC2M 1SL,
United Kingdom (collectively, ``Applicants''), have filed an
application (``Application'') under section 5(d) of the Act.
Applicants request the Commission to find and declare that UK
Holding,\1\ an E.ON first tier, wholly owned subsidiary, UK Ltd.,\2\ UK
Holding's direct wholly owned subsidiary, and Powergen, UK Ltd.'s
direct wholly owned subsidiary, are no longer holding companies under
the Act and, further, to declare that, upon issuance of the order so
finding and declaring, the registrations of UK Holding, UK Ltd. and
Powergen will cease to be in effect.
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\1\ E.ON UK Holding GmbH was formerly E.ON UK Verwaltungs GmbH.
\2\ E.ON UK Ltd. was formerly E.ON UK plc.
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E.ON is the parent holding company in the E.ON system of
international utility companies. By order dated June 14, 2002 (``2002
Order''), the Commission authorized E.ON's acquisition of Powergen
(``Acquisition''), the parent holding company in a United Kingdom
(``UK'')-based public-utility holding company system, and certain
related transactions.\3\ E.ON, through its acquisition of Powergen,
indirectly acquired LG&E Energy LLC (``LG&E Energy''), a registered
public-utility holding company,\4\ and its public-utility subsidiaries,
Louisville Gas and Electric Company (``LG&E'') and Kentucky Utilities
Company (``KU'').
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\3\ See E.ON AG, Holding Co. Act Release No. 27539 (June 14,
2002) (this order also consolidated E.ON's acquisition application
(SEC File No. 70-9961) and E.ON's acquisition financing application
(SEC File No. 70-9985) (``Original Financing Application''). On July
1, 2002, E.ON consummated the Acquisition and registered as a
holding company under section 5 of the Act.
\4\ LG&E Energy LLC was formerly LG&E Corporation. See E.ON AG,
Holding Co. Act Release No. 27785 (December 29, 2003). Following the
change in its corporate form and ownership structure, LG&E Energy
ceased to rely on an exemption from registration under section
3(a)(1) of the Act and, on March 29, 2004, registered as a holding
company pursuant to section 5 of the Act.
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E.ON owned Powergen through several tiers of intermediate holding
companies. Powergen owned LG&E Energy through several tiers of
intermediate holding companies, as well, with Powergen U.S. Investment
Corp. (now E.ON U.S. Investment Corp.) (``EUSIC'') being LG&E Energy's
immediate parent and a United States (``US'')-based intermediate
registered holding company.\5\ Powergen owned EUSIC through the
following other Powergen intermediate holding companies: Powergen U.S.
Holdings Limited, Powergen U.S. Investments, Powergen Luxembourg
Holdings sarl and Powergen Luxembourg sarl (``Powergen Intermediate
Holding Companies'').
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\5\ By order dated December 6, 2000, the Commission authorized
Powergen to acquire LG&E Energy. See Powergen plc, Holding Co. Act
Release No. 27291 (December 6, 2000). After the issuance of the
December 6, 2000, order, Powergen and the Powergen Intermediate
Holding Companies registered under the Act. After the E.ON
Acquisition, Powergen and the Powergen Intermediate Holding
Companies remained registered pursuant to section 5 of the Act.
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In the Original Financing Application (which resulted in the 2002
Order), E.ON proposed, among other things, to simplify its corporate
structure by transferring EUSIC from the UK-based Powergen chain of
companies to E.ON U.S. Holding GmbH (``E.ON US''), a direct subsidiary
of E.ON and a German-organized registered holding company. The 2002
Order reserved jurisdiction over E.ON's proposal to change the
corporate structure, which E.ON proposed to effect in several steps
over a period of time.\6\
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\6\ Specifically, the 2002 Order reserved jurisdiction over
E.ON's request to transfer EUSIC to E.ON U.S. in exchange for cash
or a note.
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In February 2003, the Commission released jurisdiction over and
approved the transfer of EUSIC, the immediate parent company of LG&E
Energy, from the E.ON system's UK-based Powergen chain of companies to
E.ON US.\7\ With the transfer of EUSIC's stock to E.ON US, the Powergen
Intermediate Holding Companies ceased to hold voting interests,
directly or indirectly, in, or to exercise any controlling influence
over, LG&E Energy and, thus, ceased to be holding companies within the
meaning of section 2(a)(7) of the Act. Thereafter, under section 5(d)
of the Act, the Powergen Intermediate Holding Companies sought, and the
Commission, by order dated October 28, 2003, found and declared that
the Powergen Intermediate Holding Companies were no longer holding
companies and, further, declared the registrations of these four
companies to be no longer in effect.\8\
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\7\ See Holding Co. Act Release No. 27654 (February 21, 2003).
\8\ See Holding Co. Act Release No. 27745 (October 28, 2003).
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Powergen itself, although it no longer owned LG&E Energy, remained
a registered holding company in October 2003, due to its continuing
role in the management of LG&E Energy and LG&E and KU. Applicants state
that, at this time, UK Holding, UK Ltd. and Powergen no longer have any
responsibilities for, and exercise no controlling influence over, LG&E
Energy.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E4-2389 Filed 9-24-04; 8:45 am]
BILLING CODE 8010-01-P