<Page>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 2001.
FILE NO. 333-70068
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
EME Homer City Generation L.P.
(Exact name of registrant as specified in its charter)
<Table>
Pennsylvania 4991 33-0826938
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) No.)
</Table>
----------------
1750 Power Plant Road
Homer City, Pennsylvania 15748-8009
(724) 479-9011
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------
Steven D. Eisenberg, Esq.
Edison Mission Energy
18101 Von Karman Avenue, Suite 1700
Irvine, California 92612
(949) 752-5588
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
Copy to:
Robert M. Chilstrom, Esq.
Harold F. Moore, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
--------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this amendment no. 1 to registration statement becomes
effective.
----------------
If the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
----------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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<Page>
EXPLANATORY NOTE
EME Homer City Generation L.P. files this Amendment No. 1 solely to file
exhibits to the Registration Statement on Form S-4 (File No. 333-70068) filed by
EME Homer City Generation L.P. with the Securities and Exchange Commission on
September 24, 2001.
<Page>
PART II
INFORMATION NOT REQUIRED IN CONSENT SOLICITATION STATEMENT
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
We are a limited partnership organized under the laws of the State of
Pennsylvania. Section 8510 of the Pennsylvania Revised Uniform Limited
Partnership Act provides that, subject to such standards and restrictions, if
any, as are described in its partnership agreement, a limited partnership may,
and shall have the power to, indemnify and hold harmless any partner or other
persons from and against any and all claims and demands whatsoever; if, however,
such indemnification shall not be made in any case where the act or failure to
act giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness.
Section 8.7 of our Agreement of Limited Partnership, which we refer to as
the agreement, provides that the general partner, as defined in the agreement,
will not be liable to us or the limited partners, as defined in the agreement,
for any act or omission by the general partner under the authority granted to it
by the agreement, except by reason of fraud, bad faith, willful misfeasance,
gross negligence or any act in breach of the agreement. The general partner will
indemnify and save harmless us and the limited partners from any loss or
liability arising out of its fraud, bad faith, willful misfeasance, gross
negligence or breach of the agreement. Moreover, we will indemnify and save
harmless the general partner from any loss or liability incurred by the general
partner by reason of any act performed by the general partner on our behalf or
in furtherance of our interest other than by reason of the general partner's
fraud, bad faith, willful misfeasance, negligence or breach of the agreement. In
the event the general partner is found personally liable for any debts of ours,
other than any debt or liability incurred by reason of the general partner's
fraud, bad faith, willful misfeasance, negligence or breach of the agreement,
and is required to and does satisfy a liability of ours out of its personal
assets, the general partner will have a right of reimbursement out of our assets
which we refer to as right of reimbursement. The right of reimbursement will
accrue to the general partner 30 days after written notice of such right is
given to each of the other partners. Upon such accrual of the right of
reimbursement, the general partner will be reimbursed out of our assets in the
order of priority specified in Section 8.7 of the agreement, but only to the
extent necessary to satisfy such right of reimbursement. To the extent not
reimbursed as provided in the agreement, the general partner will have no right
of contribution from the limited partners.
Upon the consummation of the sale-leaseback transaction, the partnership
agreement will be amended so that the general partner will only be liable to the
partnership or limited partners for any act or ommission by the general partner
constituting willful misconduct, recklessness or any act in breach of the
agreement. In determining whether the general partner's acts constitute willful
misconduct or recklessness, it will not constitute misconduct or recklessness to
comply with provision of the sale-leaseback transaction documents. The general
partner shall also be entitled to consider, to the fullest extent permitted by
Pennsylvania law, the effects of any action that it might take upon creditors of
the partnership, even if the general partner is a creditor or an affiliate of a
creditor, so long as its determination does not constitute willful misconduct or
recklessness. We will indemnify and save harmless the general partner from any
loss or liability incurred by it in furtherance of our interest other than by
reason of willful misconduct, recklessness or breach of the partnership
agreement, to the broadest extent permitted under Section 8510 of the
Pennsylvania Revised Uniform Limited Partnership Act or successor statute.
II-1
<Page>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<Table>
3.1 EME Homer City Generation L.P. Agreement of Limited
Partnership incorporated by reference to Exhibit 3.13 to
Edison Mission Holding Co.'s registration statement on Form
S-4 filed with the Securities and Exchange Commission on
December 3, 1999 (File No. 333-92047).
3.2 Form of Amended and Restated Agreement of Limited
Partnership of EME Homer City Generation L.P.*
4.1 Indenture, dated as of May 27, 1999, between Edison Mission
Holdings Co. and United States Trust Company of New York, as
Trustee, incorporated by reference to Exhibit 4.1 to Edison
Mission Holdings Co.'s registration statement on Form S-4
filed with the Securities and Exchange Commission on
December 3, 1999 (File No. 333-92047).
4.1.1 Form of First Amended and Restated Indenture, dated as of
December , 2001.*
4.1.2 Form of 8.137% Senior Secured Bond due 2019 (included in
Exhibit 4.1.1).*
4.1.3 Form of 8.734% Senior Secured Bond due 2026 (included in
Exhibit 4.1.2).*
4.1.4 Form of Assumption Agreement, dated as of December ,
2001, among Homer City OL1 LLC, Homer City OP2 LLC, Homer
City OP3 LLC, Homer City OP4 LLC, Homer City OL5 LLC, Homer
City OP6 LLC, Homer City OP7 LLC, Homer City OP8 LLC, Homer
City Funding and The Bank of New York as Trustee.*
4.2 Form of Indenture of Trust, Mortgage and Leasehold Mortgage
and Security Agreement, dated, as of December , 2001,
between Homer City OL1 LLC and The Bank of New York as Lease
Indenture Trustee and Security Agent.*
4.2.1 Schedule identifying substantially identical agreements to
Lease Indenture of Trust, Mortgage and Security Agreement
constituting Exhibit 4.2 hereto.(1)
4.2.2 Form of Lessor Note (included in Exhibit 4.2).*
4.3 Form of Facility Lease Agreement, dated as of December ,
2001, between Homer City OL1 LLC and EME Homer City
Generation L.P.*
4.3.1 Schedule identifying substantially identical agreements to
Facility Lease Agreement constituting Exhibit 4.3 hereto.(1)
4.4 Form of Participation Agreement, dated as of December ,
2001, among EME Homer City Generation L.P., Homer City OL1
LLC, the Owner Participant, the Owner Manager, The Bank of
New York as the Security Agent, The Bank of New York as
Lease Indenture Trustee, Homer City Funding LLC and The Bank
of New York as Trustee.*
4.4.1 Schedule identifying substantially identical agreements to
Participation Agreement constituting Exhibit 4.4 hereto.(1)
4.5 Form of Intercompany Loan Subordination Agreement, dated as
of December , 2001, by and among Homer City OL1 LLC, the
Owner Lessor, the Owner Participant and The Bank of New
York, as the Lease Indenture Trustee.*
4.5.1 Schedule identifying substantially identical agreements to
Intercompany Loan Subordination Agreement constituting
Exhibit 4.5 hereto.(1)
4.6 Form of Lease Subordination Agreement, dated as of December
, 2001, by and among the Owner Lessor, the Owner
Participant and The Bank of New York as Security Agent.*
</Table>
II-2
<Page>
<Table>
4.6.1 Schedule identifying substantially identical agreements to
Lease Subordination Agreement constituting Exhibit 4.6
hereto.(1)
4.7 Form of Pledge and Collateral Agreement made by Edison
Mission Holdings Co. in favor of The Bank of New York, as
successor to United States Trust Company of New York, as
Collateral Agent, dated as of December , 2001.*
5.1 Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
special counsel to EME Homer City Generation L.P., as to the
legality of the 8.137% Senior Secured Bonds due 2019 and
8.734% Senior Secured Bonds 2026 being registered hereby.*
10.1 Exchange and Registration Rights Agreement, dated as of May
27, 1999, by and among the Initial Purchasers named therein,
the Guarantors named therein and Edison Mission Holdings
Co., incorporated by reference to Exhibit 10.1 to Edison
Mission Holding Co.'s registration statement on Form S-4 to
the Securities and Exchange Commission on December 3, 1999
(File No. 333-92047).
10.2 Executive Supplemental Benefit Program, incorporated by
reference to Exhibits to Forms 10-K filed by SCEcorp (File
No. 1-2313).
10.3 1981 Deferred Compensation Agreement, incorporated by
reference to Exhibits to Forms 10-K filed by SCEcorp (File
No. 1-2313).
10.4 1985 Deferred Compensation Agreement for Executives,
incorporated by reference to Exhibits to Forms 10-K filed by
SCEcorp (File No. 1-2313).
10.5 1987 Deferred Compensation Agreement for Executives,
incorporated by reference to Exhibits to Forms 10-K filed by
SCEcorp (File No. 1-2313).
10.6 1988 Deferred Compensation Plan for Executives, incorporated
by reference to Exhibits to Forms 10-K filed by SCEcorp
(File No. 1-2313).
10.7 1989 Deferred Compensation plan for Executives, incorporated
by reference to Exhibits to Forms 10-K filed by SCEcorp
(File No. 1-9936).
10.8 1990 Deferred Compensation Plan for Executives, incorporated
by reference to Exhibits to Forms 10-K filed by SCEcorp
(File No. 1-9936).
10.9 Annual Deferred Compensation Plan for Executives,
incorporated by reference to Exhibits to Forms 10-K filed by
SCEcorp (File No. 1-9936).
10.10 Executive Retirement Plan for Executives, incorporated by
reference to Exhibits to Forms 10-K filed by SCEcorp (File
No. 1-2313).
10.11 Estate and Financial Planning Program for Executive
Officers, incorporated by reference to Exhibits to Forms
10-K filed by SCEcorp (File No. 1-9936).
10.12 Transition Power Purchase Agreement, dated August 1, 1998,
between New York State Electric & Gas Corporation and
Mission Energy Westside, Inc., incorporated by reference to
Exhibit 10.52 to Edison Mission Energy's Form 10-K for the
year ended December 31, 1998.
10.13 Transition Power Purchase Agreement, dated August 1, 1998,
between Pennsylvania Electric Company and Mission Energy
Westside, Inc., incorporated by reference to Exhibit 10.53
to Edison Mission Energy's Form 10-K for the year ended
December 31, 1998.
10.14 Guarantee, dated August 1, 1998, between Edison Mission
Energy, Pennsylvania Electric Company, NGE Generation, Inc.
and New York State Electric & Gas Corporation, incorporated
by reference to Exhibit 10.54 to Edison Mission Energy's
Form 10-K for the year ended December 31, 1998.
</Table>
II-3
<Page>
<Table>
10.15 Credit Agreement, dated March 18, 1999, among Edison Mission
Holdings Co. and Certain Commercial Lending Institutions,
and Citicorp USA, Inc., incorporated by reference to Exhibit
10.55 to Edison Mission Energy's Form 8-K dated March 18,
1999.
10.16 Guarantee and Collateral Agreement made by Edison Mission
Holdings Co., Edison Mission Finance Co., Homer City
Property Holdings, Inc., Chestnut Ridge Energy Co., Mission
Energy Westside, Inc., EME Homer City Generation L.P. and
Edison Mission Energy in favor of United States Trust
Company of New York, dated as of March 18, 1999,
incorporated by reference to Exhibit 10.56 to Edison Mission
Energy's Form 8-K dated March 18, 1999.
10.16.1 Amendment No. 1 to the Guarantee and Collateral Agreement,
dated May 27, 1999, between Edison Mission Holdings Co.,
Edison Mission Finance Co., Homer City Property Holdings,
Inc., Chestnut Ridge Energy Company, Mission Energy
Westside, Inc., EME Homer City Generation L.P. and Edison
Mission Energy in favor of United States Trust Company of
New York, incorporated by reference to Exhibit 10.56.1 to
Amendment No. 1 of Edison Mission Holdings Co.'s
registration statement on Form S-4 filed with the Securities
and Exchange Commission on February 8, 2000 (File No.
333-92047).
10.16.2 Open-End Mortgage, Security Agreement and Assignment of
Lease and Rents, dated March 18, 1999, from EME Homer City
Generation L.P. to United States Trust Company of New York,
incorporated by reference to Exhibit 10.56.2 to Amendment
No. 1 of Edison Mission Holdings Co.'s registration
statement on Form S-4 filed with the Securities and Exchange
Commission on February 8, 2000 (File No. 333-92047).
10.16.3 Amendment No. 1 to the Open-End Mortgage, Security Agreement
and Assignment of Leases and Rents, dated May 27, 1999, from
EME Homer City Generation L.P. to United States Trust
Company of New York, incorporated by reference to Exhibit
10.56.3 to Amendment No. 1 of Edison Mission Holdings Co.'s
registration statement on Form S-4 filed with the Securities
and Exchange Commission on February 8, 2000 (File No.
333-92047).
10.16.4 Form of Amended and Restated Guarantee and Collateral
Agreement, dated as of December , 2001, made by EME Homer
City Generation L.P. in favor of The Bank of New York as
successor to the United States Trust Company of New York, as
Collateral Agent.*
10.17 Collateral Agency and Intercreditor Agreement among Edison
Mission Holdings Co., Edison Mission Finance Co., Homer City
Property Holdings, Inc., Chestnut Ridge Energy Co., Mission
Energy Westside, Inc., EME Homer City Generation L.P., The
Secured Parties' Representative, Citicorp USA, Inc., as
Administrative Agent and United States Trust Company of New
York, as Collateral Agent, dated as of March 18, 1999,
incorporated by reference to Exhibit 10.57 to Edison Mission
Energy's Form 8-K dated March 18, 1999.
10.18 Security Deposit Agreement among Edison Mission Holdings
Co., Edison Mission Finance Co., Homer City Property
Holdings, Inc., Chestnut Ridge Energy Co., Mission Energy
Westside, Inc., EME Homer City Generation L.P. and United
State Trust Company of New York, as Collateral Agent, dated
as of March 18, 1999, incorporated by reference to Exhibit
10.58 to Edison Mission Energy's Form 8-K dated March 18,
1999.
10.18.1 Amendment No. 1 to the Security Deposit Agreement, dated May
27, 1999, between Edison Mission Holdings Co., Edison
Mission Finance Co., Homer City Property Holdings, Inc.,
Chestnut Ridge Energy Company, Mission Energy Westside,
Inc., EME Homer City Generation L.P. and United States Trust
Company of New York, as Collateral Agent, incorporated by
reference to Exhibit 10.58.1 to Amendment No. 1 of Edison
Mission Holdings Co.'s registration statement on Form S-4
filed with the Securities and Exchange Commission on
February 8, 2000 (File No. 333-92047).
</Table>
II-4
<Page>
<Table>
10.18.2 Form of Amended Security Deposit Agreement, dated as of
December , 2001, among EME Homer City Generation L.P. and
The Bank of New York as Collateral Agent.*
10.19 Credit Support Guarantee, dated as of March 18, 1999, made
by Edison Mission Energy in favor of United States Trust
Company of New York, incorporated by reference to Exhibit
10.59 to Edison Mission Energy's Form 8-K dated March 18,
1999.
10.19.1 Amendment No. 1 to the Credit Support Guarantee, dated May
27, 1999, made by Edison Mission Energy in favor of United
States Trust Company of New York, incorporated by reference
to Exhibit 10.59.1 to Amendment No. 1 of Edison Mission
Holdings Co.'s registration statement on Form S-4 filed with
the Securities and Exchange Commission on February 8, 2000
(File No. 333-92047).
10.20 Debt Service Reserve Guarantee, dated as of March 18, 1999,
made by Edison Mission Energy in favor of United States
Trust Company of New York on behalf of the various financial
institutions (Lenders) as are or may become parties to the
Credit Agreement, dated as of March 18, 1999, among Edison
Mission Holdings Co., the Lenders and Citicorp USA, Inc.,
incorporated by reference to Exhibit 10.60 to Edison Mission
Energy's Form 8-K dated March 18, 1999.
10.20.1 Amendment No. 1 to the Debt Service Reserve Guarantee, dated
May 27, 1999, made by Edison Mission Energy in favor of
United States Trust Company of New York, incorporated by
reference to Exhibit 10.60.1 to Amendment No. 1 of Edison
Mission Holdings Co.'s registration statement on Form S-4
filed with the Securities and Exchange Commission on
February 8, 2000 (File No. 333-92047).
10.20.2 Amendment No. 2 to the Debt Service Reserve Guarantee, dated
as of March 18, 2001, made by Edison Mission Energy in favor
of United States Trust Company of New York, incorporated by
reference to Exhibit 10.60.2 to Edison Mission Energy's Form
10-Q for the quarter ended June 30, 2001.
10.20.2 Bond Debt Service Reserve Guarantee, dated May 27, 1999,
made by Edison Mission Energy in favor of United States
Trust Company of New York, incorporated by reference to
Exhibit 10.60.2 to Amendment No. 1 of Edison Mission
Holdings Co.'s registration statement on Form S-4 filed with
the Securities and Exchange Commission on February 8, 2000
(File No. 333-92047).
10.20.3 Intercompany Loan Subordination Agreement, dated March 18,
1999, among Edison Mission Holdings Co., Edison Mission
Finance Co., Homer City Property Holdings, Inc., Chestnut
Ridge Energy Co., Mission Energy Westside, Inc., EME Homer
City Generation L.P. and United States Trust Company of New
York, incorporated by reference to Exhibit 10.60.3 to
Amendment No. 2 of Edison Mission Holdings Co.'s
registration statement on Form S-4 filed with the Securities
and Exchange Commission on February 29, 2000 (File No.
333-92047).
10.21 Credit Agreement, dated March 18, 1999, among Edison Mission
Energy and Certain Commercial Lending Institutions, and
Citicorp USA Inc., incorporated by reference to Exhibit
10.61 to Edison Mission Energy's Form 8-K dated March 18,
1999.
10.21.1 Amendment One to Credit Agreement, dated as of August 17,
2000, by and among Edison Mission Energy, Certain Commercial
Lending Institutions, and Citicorp USA, Inc., as
Administrative Agent, incorporated by reference to Exhibit
10.61.1 to Edison Mission Energy's Form 10-K for the year
ended December 31, 2000.
10.22 Asset Purchase Agreement, dated August 1, 1998, between
Pennsylvania Electric Company, NGE Generation, Inc., New
York State Electric & Gas Corporation and Edison Mission
Energy's Form 10-K for the year ended December 31, 2000.
</Table>
II-5
<Page>
<Table>
10.23 Form of Agreement for 2000 Employee Awards under the Equity
Compensation Plan, incorporated by reference to Exhibit
10.78 to Edison Mission Energy's Form 10-Q for the quarter
ended Mach 31, 2000.
10.24 Edison International 2000 Equity Plan, incorporated by
reference to Exhibit 10.1 to Edison International's Form
10-Q for the quarter ended March 31, 2000. (File No.
1-9936).
10.25 Form of Agreement for 2000 Employee Awards under the 2000
Equity Plan, incorporated by reference to Exhibit 10.2 to
Edison International's Form 10-Q for the quarter ended June
30, 2000. (File No. 1-9936).
10.26 Amendment No. 1 to the Edison International Equity
Compensation plan (as restated January 1, 1998),
incorporated by reference to Exhibit 10.4 to Edison
International's Form 10-Q for the quarter ended June 30,
2000. (File No. 1-9936).
12.1 Statement regarding the ratio of earnings to fixed charges
for EME Homer City Generation L.P.**
21.1 List of Subsidiaries of EME Homer City Generation L.P.**
23.1 Consent of Arthur Andersen LLP.**
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1).*
25.1 Statement of Eligibility and Qualification on Form T-1 of
The Bank of New York for the 8.137% Senior Secured Bonds due
2019 and 8.734% Senior Secured Bonds due 2026.**
99.1 Form of Consent Form.*
99.2 Form of Letter to Our Clients.*
99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
99.4 Form of Solicitation Agency Agreement, dated as of ,
2001, among EME Homer City Generation L.P., Edison Mission
Holdings Co., Credit Suisse First Boston Corporation and
Lehman Brothers Inc.(1)
</Table>
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* Filed herewith.
** Previously filed.
(1) To be filed by amendment.
ITEM 22. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-6
<Page>
(b) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it
was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) For purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
II-7
<Page>
(d) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(e) The undersigned registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (1) of clause (b) above, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
(f) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(g) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-8
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irvine, State of
California, on the 25th day of September, 2001.
<Table>
EME HOMER CITY GENERATION L.P.
(Registrant)
By: Mission Energy Westside Inc., as General
Partner
By: /s/ GEORGIA R. NELSON
------------------------------------------
Georgia R. Nelson
PRESIDENT
</Table>
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JOHN K. DESHONG
------------------------------------------- Director September 25, 2001
John K. Deshong
/s/ RONALD L. LITZINGER
------------------------------------------- Director September 25, 2001
Ronald L. Litzinger
/s/ GEORGIA R. NELSON
------------------------------------------- President and Director September 25, 2001
Georgia R. Nelson
/s/ KEVIN M. SMITH
------------------------------------------- Director September 25, 2001
Kevin M. Smith
</Table>
<Page>
INDEX TO EXHIBITS
<Table>
3.1 EME Homer City Generation L.P. Agreement of Limited
Partnership incorporated by reference to Exhibit 3.13 to
Edison Mission Holding Co.'s registration statement on Form
S-4 filed with the Securities and Exchange Commission on
December 3, 1999 (File No. 333-92047).
3.2 Form of Amended and Restated Agreement of Limited
Partnership of EME Homer City Generation L.P.*
4.1 Indenture, dated as of May 27, 1999, between Edison Mission
Holdings Co. and United States Trust Company of New York, as
Trustee, incorporated by reference to Exhibit 4.1 to Edison
Mission Holdings Co.'s registration statement on Form S-4
filed with the Securities and Exchange Commission on
December 3, 1999 (File No. 333-92047).
4.1.1 Form of First Amended and Restated Indenture, dated as of
December , 2001.*
4.1.2 Form of 8.137% Senior Secured Bond due 2019 (included in
Exhibit 4.1.1).*
4.1.3 Form of 8.734% Senior Secured Bond due 2026 (included in
Exhibit 4.1.2).*
4.1.4 Form of Assumption Agreement, dated as of December , 2001,
among Homer City OL1 LLC, Homer City OP2 LLC, Homer City OP3
LLC, Homer City OP4 LLC, Homer City OL5 LLC, Homer City OP6
LLC, Homer City OP7 LLC, Homer City OP8 LLC, Homer City
Funding and The Bank of New York as Trustee.*
4.2 Form of Indenture of Trust, Mortgage and Leasehold Mortgage
and Security Agreement, dated as of December , 2001,
between Homer City OL1 LLC and The Bank of New York as Lease
Indenture Trustee and Security Agent.*
4.2.1 Schedule identifying substantially identical agreements to
Lease Indenture of Trust, Mortgage and Security Agreement
constituting Exhibit 4.2 hereto.(1)
4.2.2 Form of Lessor Note (included in Exhibit 4.2).*
4.3 Form of Facility Lease Agreement, dated as of December ,
2001, between Homer City OL1 LLC and EME Homer City
Generation L.P.*
4.3.1 Schedule identifying substantially identical agreements to
Facility Lease Agreement constituting Exhibit 4.3 hereto.(1)
4.4 Form of Participation Agreement, dated as of December ,
2001, among EME Homer City Generation L.P., Homer City OL1
LLC, the Owner Participant, the Owner Manager, The Bank of
New York as the Security Agent, The Bank of New York as
Lease Indenture Trustee, Homer City Funding LLC and The Bank
of New York as Trustee.*
4.4.1 Schedule identifying substantially identical agreements to
Participation Agreement constituting Exhibit 4.4 hereto.(1)
4.5 Form of Intercompany Loan Subordination Agreement, dated as
of December , 2001, by and among Homer City OL1 LLC, the
Owner Participant and The Bank of New York, as the Lease
Indenture Trustee.*
4.5.1 Schedule identifying substantially identical agreements to
Intercompany Loan Subordination Agreement constituting
Exhibit 4.5 hereto.(1)
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4.6 Form of Subordination Agreement, dated as of December ,
2001, by and among the Owner Lessor, the Owner Participant
and United States Trust Company of New York. as Security
Agent.*
4.6.1 Schedule identifying substantially identical agreements to
Lease Subordination Agreement constituting Exhibit 4.6
hereto.(1)
4.7 Form of Pledge and Collateral Agreement, made by Edison
Mission Holdings Co. in favor of The Bank of New York, as
successor to United States Trust Company of New York, as
Collateral Agent, dated as of December , 2001.*
5.1 Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
special counsel to EME Homer City Generation L.P., as to the
legality of the 8.137% Senior Secured Bonds due 2019 and
8.734% Senior Secured Bonds 2026 being registered hereby.*
10.1 Exchange and Registration Rights Agreement, dated as of May
27, 1999, by and among the Initial Purchasers named therein,
the Guarantors named therein and Edison Mission Holdings
Co., incorporated by reference to Exhibit 10.1 to Edison
Mission Holding Co.'s registration statement on Form S-4 to
the Securities and Exchange Commission on December 3, 1999
(File No. 333-92047).
10.2 Executive Supplemental Benefit Program, incorporated by
reference to Exhibits to Forms 10-K filed by SCEcorp (File
No. 1-2313).
10.3 1981 Deferred Compensation Agreement, incorporated by
reference to Exhibits to Forms 10-K filed by SCEcorp (File
No. 1-2313).
10.4 1985 Deferred Compensation Agreement for Executives,
incorporated by reference to Exhibits to Forms 10-K filed by
SCEcorp (File No. 1-2313).
10.5 1987 Deferred Compensation Agreement for Executives,
incorporated by reference to Exhibits to Forms 10-K filed by
SCEcorp (File No. 1-2313).
10.6 1988 Deferred Compensation Plan for Executives, incorporated
by reference to Exhibits to Forms 10-K filed by SCEcorp
(File No. 1-2313).
10.7 1989 Deferred Compensation plan for Executives, incorporated
by reference to Exhibits to Forms 10-K filed by SCEcorp
(File No. 1-9936).
10.8 1990 Deferred Compensation Plan for Executives, incorporated
by reference to Exhibits to Forms 10-K filed by SCEcorp
(File No. 1-9936).
10.9 Annual Deferred Compensation Plan for Executives,
incorporated by reference to Exhibits to Forms 10-K filed by
SCEcorp (File No. 1-9936).
10.10 Executive Retirement Plan for Executives, incorporated by
reference to Exhibits to Forms 10-K filed by SCEcorp (File
No. 1-2313).
10.11 Estate and Financial Planning Program for Executive
Officers, incorporated by reference to Exhibits to Forms
10-K filed by SCEcorp (File No. 1-9936).
10.12 Transition Power Purchase Agreement, dated August 1, 1998,
between New York State Electric & Gas Corporation and
Mission Energy Westside, Inc., incorporated by reference to
Exhibit 10.52 to Edison Mission Energy's Form 10-K for the
year ended December 31, 1998.
10.13 Transition Power Purchase Agreement, dated August 1, 1998,
between Pennsylvania Electric Company and Mission Energy
Westside, Inc., incorporated by reference to Exhibit 10.53
to Edison Mission Energy's Form 10-K for the year ended
December 31, 1998.
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10.14 Guarantee, dated August 1, 1998, between Edison Mission
Energy, Pennsylvania Electric Company, NGE Generation, Inc.
and New York State Electric & Gas Corporation, incorporated
by reference to Exhibit 10.54 to Edison Mission Energy's
Form 10-K for the year ended December 31, 1998.
10.15 Credit Agreement, dated March 18, 1999, among Edison Mission
Holdings Co. and Certain Commercial Lending Institutions,
and Citicorp USA, Inc., incorporated by reference to Exhibit
10.55 to Edison Mission Energy's Form 8-K dated March 18,
1999.
10.16 Guarantee and Collateral Agreement made by Edison Mission
Holdings Co., Edison Mission Finance Co., Homer City
Property Holdings, Inc., Chestnut Ridge Energy Co., Mission
Energy Westside, Inc., EME Homer City Generation L.P. and
Edison Mission Energy in favor of United States Trust
Company of New York, dated as of March 18, 1999,
incorporated by reference to Exhibit 10.56 to Edison Mission
Energy's Form 8-K dated March 18, 1999.
10.16.1 Amendment No. 1 to the Guarantee and Collateral Agreement,
dated May 27, 1999, between Edison Mission Holdings Co.,
Edison Mission Finance Co., Homer City Property Holdings,
Inc., Chestnut Ridge Energy Company, Mission Energy
Westside, Inc., EME Homer City Generation L.P. and Edison
Mission Energy in favor of United States Trust Company of
New York, incorporated by reference to Exhibit 10.56.1 to
Amendment No. 1 of Edison Mission Holdings Co.'s
registration statement on Form S-4 filed with the Securities
and Exchange Commission on February 8, 2000 (File No.
333-92047).
10.16.2 Open-End Mortgage, Security Agreement and Assignment of
Lease and Rents, dated March 18, 1999, from EME Homer City
Generation L.P. to United States Trust Company of New York,
incorporated by reference to Exhibit 10.56.2 to Amendment
No. 1 of Edison Mission Holdings Co.'s registration
statement on Form S-4 filed with the Securities and Exchange
Commission on February 8, 2000 (File No. 333-92047).
10.16.3 Amendment No. 1 to the Open-End Mortgage, Security Agreement
and Assignment of Leases and Rents, dated May 27, 1999, from
EME Homer City Generation L.P. to United States Trust
Company of New York, incorporated by reference to Exhibit
10.56.3 to Amendment No. 1 of Edison Mission Holdings Co.'s
registration statement on Form S-4 filed with the Securities
and Exchange Commission on February 8, 2000 (File No.
333-92047).
10.16.4 Form of Amended and Restated Guarantee and Collateral
Agreement, dated as of December , 2001, made by EME Homer
City Generation L.P. in favor of The Bank of New York as
successor to United States Trust Company of New York, as
Collateral Agent.*
10.17 Collateral Agency and Intercreditor Agreement among Edison
Mission Holdings Co., Edison Mission Finance Co., Homer City
Property Holdings, Inc., Chestnut Ridge Energy Co., Mission
Energy Westside, Inc., EME Homer City Generation L.P., The
Secured Parties' Representative, Citicorp USA, Inc., as
Administrative Agent and United States Trust Company of New
York, as Collateral Agent, dated as of March 18, 1999,
incorporated by reference to Exhibit 10.57 to Edison Mission
Energy's Form 8-K dated March 18, 1999.
10.18 Security Deposit Agreement among Edison Mission Holdings
Co., Edison Mission Finance Co., Homer City Property
Holdings, Inc., Chestnut Ridge Energy Co., Mission Energy
Westside, Inc., EME Homer City Generation L.P. and United
State Trust Company of New York, as Collateral Agent, dated
as of March 18, 1999, incorporated by reference to Exhibit
10.58 to Edison Mission Energy's Form 8-K dated March 18,
1999.
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10.18.1 Amendment No. 1 to the Security Deposit Agreement, dated May
27, 1999, between Edison Mission Holdings Co., Edison
Mission Finance Co., Homer City Property Holdings, Inc.,
Chestnut Ridge Energy Company, Mission Energy Westside,
Inc., EME Homer City Generation L.P. and United States Trust
Company of New York, as Collateral Agent, incorporated by
reference to Exhibit 10.58.1 to Amendment No. 1 of Edison
Mission Holdings Co.'s registration statement on Form S-4
filed with the Securities and Exchange Commission on
February 8, 2000 (File No. 333-92047).
10.18.2 Form of Amended Security Deposit Agreement, dated as of
December , 2001, among EME Homer City Generation L.P. and
The Bank of New York as Collateral Agent.*
10.19 Credit Support Guarantee, dated as of March 18, 1999, made
by Edison Mission Energy in favor of United States Trust
Company of New York, incorporated by reference to Exhibit
10.59 to Edison Mission Energy's Form 8-K dated March 18,
1999.
10.19.1 Amendment No. 1 to the Credit Support Guarantee, dated May
27, 1999, made by Edison Mission Energy in favor of United
States Trust Company of New York, incorporated by reference
to Exhibit 10.59.1 to Amendment No. 1 of Edison Mission
Holdings Co.'s registration statement on Form S-4 filed with
the Securities and Exchange Commission on February 8, 2000
(File No. 333-92047).
10.20 Debt Service Reserve Guarantee, dated as of March 18, 1999,
made by Edison Mission Energy in favor of United States
Trust Company of New York on behalf of the various financial
institutions (Lenders) as are or may become parties to the
Credit Agreement, dated as of March 18, 1999, among Edison
Mission Holdings Co., the Lenders and Citicorp USA, Inc.,
incorporated by reference to Exhibit 10.60 to Edison Mission
Energy's Form 8-K dated March 18, 1999.
10.20.1 Amendment No. 1 to the Debt Service Reserve Guarantee, dated
May 27, 1999, made by Edison Mission Energy in favor of
United States Trust Company of New York, incorporated by
reference to Exhibit 10.60.1 to Amendment No. 1 of Edison
Mission Holdings Co.'s registration statement on Form S-4
filed with the Securities and Exchange Commission on
February 8, 2000 (File No. 333-92047).
10.20.2 Amendment No. 2 to the Debt Service Reserve Guarantee, dated
as of March 18, 2001, made by Edison Mission Energy in favor
of United States Trust Company of New York, incorporated by
reference to Exhibit 10.60.2 to Edison Mission Energy's Form
10-Q for the quarter ended June 30, 2001.
10.20.2 Bond Debt Service Reserve Guarantee, dated May 27, 1999,
made by Edison Mission Energy in favor of United States
Trust Company of New York, incorporated by reference to
Exhibit 10.60.2 to Amendment No. 1 of Edison Mission
Holdings Co.'s registration statement on Form S-4 filed with
the Securities and Exchange Commission on February 8, 2000
(File No. 333-92047).
10.20.3 Intercompany Loan Subordination Agreement, dated March 18,
1999, among Edison Mission Holdings Co., Edison Mission
Finance Co., Homer City Property Holdings, Inc., Chestnut
Ridge Energy Co., Mission Energy Westside, Inc., EME Homer
City Generation L.P. and United States Trust Company of New
York, incorporated by reference to Exhibit 10.60.3 to
Amendment No. 2 of Edison Mission Holdings Co.'s
registration statement on Form S-4 filed with the Securities
and Exchange Commission on February 29, 2000 (File No.
333-92047).
10.21 Credit Agreement, dated March 18, 1999, among Edison Mission
Energy and Certain Commercial Lending Institutions, and
Citicorp USA Inc., incorporated by reference to Exhibit
10.61 to Edison Mission Energy's Form 8-K dated March 18,
1999.
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10.21.1 Amendment One to Credit Agreement, dated as of August 17,
2000, by and among Edison Mission Energy, Certain Commercial
Lending Institutions, and Citicorp USA, Inc., as
Administrative Agent, incorporated by reference to Exhibit
10.61.1 to Edison Mission Energy's Form 10-K for the year
ended December 31, 2000.
10.22 Asset Purchase Agreement, dated August 1, 1998, between
Pennsylvania Electric Company, NGE Generation, Inc., New
York State Electric & Gas Corporation and Edison Mission
Energy's Form 10-K for the year ended December 31, 2000.
10.23 Form of Agreement for 2000 Employee Awards under the Equity
Compensation Plan, incorporated by reference to Exhibit
10.78 to Edison Mission Energy's Form 10-Q for the quarter
ended Mach 31, 2000.
10.24 Edison International 2000 Equity Plan, incorporated by
reference to Exhibit 10.1 to Edison International's Form
10-Q for the quarter ended March 31, 2000. (File No.
1-9936).
10.25 Form of Agreement for 2000 Employee Awards under the 2000
Equity Plan, incorporated by reference to Exhibit 10.2 to
Edison International's Form 10-Q for the quarter ended June
30, 2000. (File No. 1-9936).
10.26 Amendment No. 1 to the Edison International Equity
Compensation plan (as restated January 1, 1998),
incorporated by reference to Exhibit 10.4 to Edison
International's Form 10-Q for the quarter ended June 30,
2000. (File No. 1-9936).
12.1 Statement regarding the ratio of earnings to fixed charges
for EME Homer City Generation L.P.**
21.1 List of Subsidiaries of EME Homer City Generation L.P.**
23.1 Consent of Arthur Andersen LLP.**
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1).*
25.1 Statement of Eligibility and Qualification on Form T-1 of
The Bank of New York for the 8.137% Senior Secured Bonds due
2019 and 8.734% Senior Secured Bonds due 2026.**
99.1 Form of Consent Form.*
99.2 Form of Letter to Our Clients.*
99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
99.4 Form of Solicitation Agency Agreement, dated as of , 2001,
among EME Homer City Generation L.P., Edison Mission
Holdings Co., Credit Suisse First Boston Corporation and
Lehman Brothers Inc.(1)
</Table>
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* Filed herewith.
** Previously filed.
(1) To be filed by amendment.
5