As filed with the Securities and Exchange Commission on April 26, 2011
Registration No. 333-171256
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Energy Future Holdings Corp.
(Exact name of registrant issuer as specified in its charter)
SEE INSIDE FACING PAGE FOR TABLE OF REGISTRANT GUARANTORS
Texas | 4911 | 75-2669310 | ||
(State or other jurisdiction of incorporation) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1601 Bryan Street
Dallas, Texas 75201-3411
(214) 812-4600
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Andrew M. Wright
EFH Corporate Services Company
Vice President and Associate General Counsel
1601 Bryan Street
Dallas, Texas 75201-3411
(214) 812-4600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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 statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. ¨
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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants 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 Commission, acting pursuant to said Section 8(a), may determine.
Table of Registrant Guarantors
Exact Name of Registrant Guarantor as Specified in its Charter (or Other Organizational Document) |
State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer |
Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant Guarantors Principal Executive Offices | |||
Energy Future Competitive Holdings Company | Texas | 75-1837355 | 1601 Bryan Street Dallas, Texas 75201-3411 (214) 812-4600 | |||
Energy Future Intermediate Holding Company LLC | Delaware | 26-1191638 | 1601 Bryan Street Dallas, Texas 75201-3411 (214) 812-4600 |
EXPLANATORY NOTE
This Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-171256) of the Registrants is being filed solely to correct the reference to Exhibit 5(a) to the Registration Statement. No changes have been made to Part I or Part II of the Registration Statement other than to correct the reference to Exhibit 5(a) as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item | 16. Exhibits and Financial Statement Schedules. |
(a) | Exhibits |
Exhibits |
Previously Filed* With File Number |
As Exhibit | ||
(5) | Opinion re Legality | |||
5(a) | 333-171256 Amendment No. 1 to Form S-1 (filed January 24, 2011) |
5(a) Opinion of Andrew M. Wright, Vice President and Associate General Counsel of EFH Corporate Services Company. |
* | Incorporated herein by reference |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 3 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 the 26th day of April 2011.
ENERGY FUTURE HOLDINGS CORP. | ||
By: | /s/ Paul M. Keglevic | |
Name: | Paul M. Keglevic | |
Title: | Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||||||
* John F. Young |
President and Chief Executive Officer and Director | April 26, 2011 | ||||||
/s/ Paul M. Keglevic Paul M. Keglevic |
Executive Vice President and Chief Financial Officer | April 26, 2011 | ||||||
/s/ Stanley J. Szlauderbach Stanley J. Szlauderbach |
Senior Vice President and Controller (Principal Accounting Officer) |
April 26, 2011 | ||||||
* Donald L. Evans |
Chairman | April 26, 2011 | ||||||
* Arcilia C. Acosta |
Director | April 26, 2011 | ||||||
* David Bonderman |
Director | April 26, 2011 | ||||||
* Thomas D. Ferguson |
Director | April 26, 2011 | ||||||
* Frederick M. Goltz |
Director | April 26, 2011 |
* James R. Huffines |
Director | April 26, 2011 | ||||||
* Scott Lebovitz |
Director | April 26, 2011 | ||||||
* Jeffrey Liaw |
Director | April 26, 2011 | ||||||
* Marc S. Lipschultz |
Director | April 26, 2011 | ||||||
* Michael MacDougall |
Director | April 26, 2011 | ||||||
* Lyndon L. Olson, Jr. |
Director | April 26, 2011 | ||||||
* Kenneth Pontarelli |
Director | April 26, 2011 | ||||||
* William K. Reilly |
Director | April 26, 2011 | ||||||
* Jonathan D. Smidt |
Director | April 26, 2011 | ||||||
* Kneeland Youngblood |
Director | April 26, 2011 |
* | /s/ Paul M. Keglevic Paul M. Keglevic, as attorney-in-fact pursuant to power of attorney previously filed |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 3 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 the 26th day of April 2011.
ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC | ||
By: | /s/ Paul M. Keglevic | |
Name: | Paul M. Keglevic | |
Title: | Executive Vice President, Chief Financial Officer and Manager |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||||||
* John F. Young |
Chair, President and Chief Executive (Principal Executive Officer and Manager) | April 26, 2011 | ||||||
/s/ Paul M. Keglevic Paul M. Keglevic |
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Manager) | April 26, 2011 | ||||||
/s/ Stanley J. Szlauderbach Stanley J. Szlauderbach |
Senior Vice President and Controller (Principal Accounting Officer) | April 26, 2011 | ||||||
* James R. Huffines |
Manager | April 26, 2011 | ||||||
* Jeffrey Liaw |
Manager | April 26, 2011 | ||||||
* Kenneth Pontarelli |
Manager | April 26, 2011 |
* | /s/ Paul M. Keglevic Paul M. Keglevic, as attorney-in-fact pursuant to power of attorney previously filed |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 3 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 the 26th day of April 2011.
ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY | ||
By: | /s/ Paul M. Keglevic | |
Name: | Paul M. Keglevic | |
Title: | Executive Vice President, Chief Financial Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||||||
* John F. Young |
Chair, President and Chief Executive (Principal Executive Officer and Director) | April 26, 2011 | ||||||
/s/ Paul M. Keglevic Paul M. Keglevic |
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Director) | April 26, 2011 | ||||||
/s/ Stanley J. Szlauderbach Stanley J. Szlauderbach |
Senior Vice President and Controller (Principal Accounting Officer) | April 26, 2011 | ||||||
* Frederick M. Goltz |
Director | April 26, 2011 | ||||||
* Scott Lebovitz |
Director | April 26, 2011 | ||||||
* Michael MacDougall |
Director | April 26, 2011 |
* | /s/ Paul M. Keglevic Paul M. Keglevic, as attorney-in-fact pursuant to power of attorney previously filed |