[Federal Register Volume 69, Number 186 (Monday, September 27, 2004)]
[Notices]
[Pages 57739-57740]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E4-2389]


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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