As filed with the Securities and Exchange Commission on July 21, 1999.
Registration Nos. 333-82307 and 333-82307-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------------
TXU EASTERN FUNDING COMPANY TXU EASTERN HOLDINGS LIMITED
(EXACT NAME OF REGISTRANT AS (EXACT NAME OF REGISTRANT AS
SPECIFIED IN ITS CHARTER) SPECIFIED IN ITS CHARTER)
ENGLAND AND WALES ENGLAND AND WALES
(STATE OR OTHER JURISDICTION OF (STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) INCORPORATION OR ORGANIZATION)
7389 6719
(Primary Standard Industrial (Primary Standard Industrial
Classification Code Number) Classification Code Number)
98-0203668 98-0188080
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
Crown House Crown House
51 Aldwych 51 Aldwych
London, England WC2B 4AX London, England WC2B 4AX
011-44-171-420-4000 011-44-171-420-4000
(ADDRESS, INCLUDING ZIP CODE, (ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER, INCLUDING AREA CODE, AND TELEPHONE NUMBER, INCLUDING
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) AREA CODE, OF OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
ROBERT A. WOOLDRIDGE, Esq. PETER B. TINKHAM, Esq. ROBERT J. REGER, JR., Esq.
Worsham, Forsythe Secretary Thelen Reid & Priest LLP
& Wooldridge, L.L.P. TXU Corp 40 West 57th Street
1601 Bryan Street 1601 Bryan Street New York, New York 10019
Dallas, Texas 75201 Dallas, Texas 75201 (212) 603-2000
(214) 979-3000 (214) 812-4600
(NAMES AND ADDRESSES, INCLUDING ZIP CODES, AND TELEPHONE NUMBERS, INCLUDING
AREA CODES, OF AGENTS FOR SERVICE)
------------------------------------
It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
RICHARD L. HARDEN, Esq. JOHN BUCHANAN PHILIP ELLIS
Winthrop, Stimson, Secretary, TXU Eastern Secretary, TXU Eastern
Putnam & Roberts Funding Company Holdings Limited
One Battery Park Plaza c/o Eastern Group plc c/o Eastern Group plc
New York, New York 10004-1490 Wherstead Park Wherstead Park
(212) 858-1000 Ipswich, Suffolk, Ipswich, Suffolk,
England IP9 2AQ England IP9 2AQ
011-44-1473-55-3102 011-44-1473-55-3102
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS.
PREVIOUSLY FILED*
--------------------------------
EXHIBIT WITH FILE NUMBER AS EXHIBIT
- ------- ---------------- ----------
3(a) ** 3(a) -- Memorandum of Association of
TXU Eastern Funding Company.
3(b) ** 3(b) -- Articles of Association of TXU
Eastern Funding Company.
3(c) ** 3(c) -- Memorandum of Association of
TXU Eastern Holdings Limited.
3(d) ** 3(d) -- Articles of Association of TXU
Eastern Holdings Limited.
4(a) ** 4(a) -- Indenture (For Unsecured Debt
Securities) dated May 1, 1999.
4(b) ** 4(b) -- Officer's Certificate
establishing 6.15% senior notes
due May 15, 2002 and 6.15%
exchange senior notes due May
15, 2002, with the forms of
notes attached thereto.
4(c) ** 4(c) -- Officer's Certificate
establishing 6.45% senior notes
due May 15, 2005 and 6.45%
exchange senior notes due May
15, 2005, with the forms of
notes attached thereto.
4(d) ** 4(d) -- Officer's Certificate
establishing 6.75% senior notes
due May 15, 2009 and 6.75%
exchange senior notes due May
15, 2009 with the forms of
notes attached thereto.
4(e) ** 4(e) -- Registration Rights Agreement
with respect to the senior
notes.
4(f) ** 4(f) -- Deposit Agreement with respect
to the senior notes and the
exchange senior notes.
4(g) ** 4(g) -- Form of Letter of Transmittal.
5(a) ** 5(a) -- Opinion and Consent of E.J.
Lean, General Counsel to TXU
Eastern Funding Company and TXU
Eastern Holdings Limited.
5(b) ** 5(b) -- Opinion and Consent of Worsham,
Forsythe & Wooldridge, L.L.P.,
United States counsel to TXU
Eastern Funding Company and TXU
Eastern Holdings Limited.
5(c) ** 5(c) -- Opinion and Consent of Thelen
and and Reid & Priest LLP, special
8(a) 8(a) United States and counsel to
TXU Eastern Funding Company and
TXU Eastern Holdings Limited.
8(b) *** 8(b) -- Opinion of Norton Rose, English
legal advisers to TXU Eastern
Funding Company and TXU Eastern
Holdings Limited.
10(a) 1-12833 10(a) -- Facilities Agreement for(pound)
Form 10-Q 1,275,000, Credit Facilities,
(Quarter ended dated March 24, 1999, among TXU
March 31, 1999) Eastern Holdings Limited, TU
Finance (No. 2) Limited, TU
Acquisitions Limited, Chase
Manhattan Bank plc, Lehman
Brothers International
(Europe), Merrill Lynch Capital
Corporation and the other banks
named therein.
10(b) 1-12833 99(a) -- Facility Agreement for(pound)
Form 10-Q 250,000,000 Revolving Credit
(Quarter ended Facility, dated May 21, 1998,
September 30, 1998) among Eastern Electricity plc,
and Chase Mahhattan plc, Lehman
Brothers International and
Merrill Lynch Capital
Corporation as Joint Lead
Arrangers, and The Chase
Manhattan Bank, Lehman
Commercial Paper Inc. and
Merrill Lynch Capital
Corporation as Underwriters.
10(c) 333-8008 and 4.1 -- Indenture, dated as of October
333-8008-1 16, 1997, among Energy Group
Overseas B.V. (EGO), The
Energy Group PLC and The Bank
of New York, as Trustee.
10(d) 333-8008 and 4.2 -- Form of 7.375% Series B
333-8008-1 Guaranteed note of EGO due
2017.
II-1
PREVIOUSLY FILED*
-------------------------------
EXHIBIT WITH FILE NUMBER AS EXHIBIT
- ------- ---------------- ----------
10(e) 333-8008 and 4.3 -- Form of 7.500% Series B
333-8008-1 Guaranteed note of EGO due
2027.
10(f) 1-14576 3.10 -- Deed of Assignment of Rents,
Form 20-F, dated dated as of October 28, 1996,
January 27, 1997 among Eastern Merchant
Properties Limited (EMPL),
Eastern Group Finance Limited,
Barclays Bank PLC (as agent)
and the banks listed therein.
10(g) 1-14576 3.11 -- Standby Credit Facility
Form 20-F, dated Agreement, dated as of
January 27, 1997 October 18, 1996, among
EMPL and Eastern Merchant
Generation Limited (EMGL) (as
borrowers), Eastern Group plc
(Eastern) and Eastern
Generation Limited ((as
guarantors), Eastern
Electricity plc (EE), The
Industrial Bank of Japan,
Limited (as arranger and
agent), The Bank of Nova
Scotia, the Dai-ichi Kangyo
Bank, Limited, The Royal Bank
of Scotland plc and Societe
Generale (as co-arrangers),
and the financial institutions
listed therein.
10(h) *** 10(h) -- Pooling and Settlement
Agreement dated 30 March 1990,
as amended as of 15 April 1999,
among Eastern Electricity plc,
National Grid Company plc and
other parties.
10(i) -- Master Connection and Use of
System Agreement dated as of
30 March 1990 among the
National Grid Company plc and
its users (including Eastern
Electricity plc).
10(j) -- Lease of land and premises
known as West Burton,
Ironbridge and Rugeley B Power
Stations dated 27 June 1996
from National Power PLC to
Eastern Merchant Properties
Limited and Eastern Group PLC.
10(k) -- Sublease of land and premises
known as West Burton,
Ironbridge and Rugeley B Power
Stations dated 27 June 1996
from Eastern Merchant
Properties Limited to Eastern
Merchant Generation Limited
and Eastern Group PLC.
10(l) -- Lease of commercial premises
at High Marnham, Newark,
Nottinghamshire dated 2 July
1996 between PowerGen plc and
Eastern Merchant Properties
Limited.
10(m) -- Underlease of commercial
premises at High Marnham,
Newark, Nottinghamshire dated
2 July 1996 between Eastern
Merchant Properties Limited
and Eastern Merchant
Generation Limited.
10(n) -- Lease of commercial premises
at Drakelow, Burton-on-Trent,
Staffordshire dated 2 July
1996 between PowerGen plc and
Eastern Merchant Properties
Limited.
10(o) -- Underlease of commercial
premises at Drakelow, Burton-
on-Trent, Staffordshire dated
2 July 1996 between Eastern
Merchant Properties Limited
and Eastern Merchant
Generation Limited.
12(a) ** 12(a) -- Computation of Ratio of
Earnings to Fixed Charges for
TXU Eastern Holdings Limited.
12(b) ** 12(b) -- Computation of Ratio of
Earnings to Fixed Charges for
Eastern Group plc and
Subsidiaries (US GAAP basis).
12(c) ** 12(c) -- Computation of Ratio of
Earnings to Fixed Charges for
Earnings to Fixed Charges for
Eastern Group plc and
Subsidiaries (UK GAAP basis).
21(a) ** 21(a) -- List of subsidiaries of TXU
Eastern Holdings Limited.
23(a) ** 23(a) -- Consent of
PricewaterhouseCoopers.
23(b) ** 23(b) -- Consent of E.J. Lean (included
in Opinion filed as Exhibit
5(a) hereto).
II-2
PREVIOUSLY FILED*
-------------------------------
EXHIBIT WITH FILE NUMBER AS EXHIBIT
- ------- ---------------- ----------
23(c) ** 23(c) -- Consent of Worsham, Forsythe &
Wooldridge, L.L.P. (included
in Opinion filed as Exhibit
5(b) hereto).
23(d) ** 23(d) -- Consent of Thelen Reid &
Priest LLP (included in
Opinion filed as Exhibits 5(c)
and 8(a) hereto).
23(e) ** 23(e) -- Consent of Norton Rose.
24(a) ** 24(a) -- Power of Attorney for TXU
Eastern Funding Company (see
Page II-7).
24(b) ** 24(b) -- Power of Attorney for TXU
Eastern Holdings Limited (see
Page II-8).
25(a) ** 25(a) -- Statement on Form T-1 of The
Bank of New York relating to
the Indenture (For Unsecured
Debt Securities) dated May 1,
1999.
27(a) 27(a) -- Amended Financial Data
Schedule.
99(a) ** 99(a) -- Form of Exchange Agent
Agreement.
- ------------------------------------
* Incorporated herein by reference.
** Previously filed with the original Registration Statement
(Nos. 333-82307 and 333-82307-01) on July 2, 1999.
*** Previously filed with Amendment No. 1 to the Registration Statement
(Nos. 333-82307 and 333-82307-01) on July 9, 1999.
II-3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, AND STATE OF NEW YORK, ON THE 21ST OF JULY, 1999.
TXU EASTERN FUNDING COMPANY
BY /S/ ROBERT J. REGER, JR.
-----------------------------
(ROBERT J. REGER, JR., ESQ.,
ATTORNEY-IN-FACT)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURES TITLE DATE
ERLE NYE*
------------------------ PRINCIPAL EXECUTIVE
(ERLE NYE) OFFICER AND DIRECTOR
MICHAEL J. MCNALLY* PRINCIPAL FINANCIAL
------------------------ OFFICER, PRINCIPAL
(MICHAEL J. MCNALLY) ACCOUNTING OFFICER
AND DIRECTOR
H. JARRELL GIBBS* DIRECTOR JULY 21, 1999
------------------------
(H. JARRELL GIBBS)
ROBERT A. WOOLDRIDGE* DIRECTOR
------------------------
(ROBERT A. WOOLDRIDGE)
*BY: /S/ ROBERT J. REGER, JR. AUTHORIZED REPRESENTATIVE
------------------------ IN THE UNITED STATES AND
(ROBERT J. REGER, JR.) ATTORNEY-IN-FACT
II-4
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
DALLAS, STATE OF TEXAS, ON JULY 21, 1999.
TXU EASTERN HOLDINGS LIMITED
BY /S/ ROBERT J. REGER, JR.
-----------------------------
(ROBERT J. REGER, JR., ESQ.,
ATTORNEY-IN-FACT)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURES TITLE DATE
ERLE NYE*
------------------------------- PRINCIPAL EXECUTIVE
(ERLE NYE) OFFICER AND DIRECTOR
MICHAEL J. MCNALLY* PRINCIPAL FINANCIAL
------------------------------- OFFICER, PRINCIPAL
(MICHAEL J. MCNALLY) ACCOUNTING OFFICER
AND DIRECTOR
ROBERT A. WOOLDRIDGE* DIRECTOR
-------------------------------
(ROBERT A. WOOLDRIDGE)
DEREK CHARLES BONHAM* DIRECTOR JULY 21, 1999
-------------------------------
(DEREK CHARLES BONHAM)
H. JARRELL GIBBS* DIRECTOR
-------------------------------
(H. JARRELL GIBBS)
PAUL COLIN MARSH* DIRECTOR
-------------------------------
(PAUL COLIN MARSH)
PHILIP GEORGE TURBERVILLE* DIRECTOR
-------------------------------
(PHILIP GEORGE TURBERVILLE)
JAMES WHELAN* DIRECTOR
-------------------------------
(JAMES WHELAN)
*BY: /S/ ROBERT J. REGER, JR. AUTHORIZED REPRESENTATIVE
---------------------------- IN THE UNITED STATES AND
(ROBERT J. REGER, JR.) ATTORNEY-IN-FACT
II-5
EXHIBIT INDEX
Exhibit Description
- ------- -----------
10(i) -- Master Connection and Use of System Agreement dated as of
30 March 1990 among the National Grid Company plc and its
users (including Eastern Electricity plc).
10(j) -- Lease of land and premises known as West Burton, Ironbridge
and Rugeley B Power Stations dated 27 June 1996 from National
Power PLC to Eastern Merchant Properties Limited and Eastern
Group PLC.
10(k) -- Sublease of land and premises known as West Burton,
Ironbridge and Rugeley B Power Stations dated 27 June 1996
from Eastern Merchant Properties Limited to Eastern Merchant
Generation Limited and Eastern Group PLC.
10(l) -- Lease of commercial premises at High Marnham, Newark,
Nottinghamshire dated 2 July 1996 between PowerGen plc and
Eastern Merchant Properties Limited.
10(m) -- Underlease of commercial premises at High Marnham, Newark,
Nottinghamshire dated 2 July 1996 between Eastern Merchant
Properties Limited and Eastern Merchant Generation Limited.
10(n) -- Lease of commercial premises at Drakelow, Burton-on-Trent,
Staffordshire dated 2 July 1996 between PowerGen plc and
Eastern Merchant Properties Limited.
10(o) -- Underlease of commercial premises at Drakelow,
Burton-on-Trent, Staffordshire dated 2 July 1996 between
Eastern Merchant Properties Limited and Eastern Merchant
Generation Limited.
27(a) -- Amended Financial Data Schedule