FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TXU EUROPE LIMITED
(Exact name of registrant as specified in its Charter)
England, United Kingdom 98-0188080
(State of incorporation or (I.R.S. Employer
organization) The Adelphi Identification No.)
1-11 John Adam Street
London, England WC2N 6HT
(Address of principal executive
offices, including zip code)
TXU EUROPE CAPITAL I
(Exact name of registrant as specified in its charter)
Delaware To be applied for
(State of incorporation or (I.R.S. Employer
organization) Energy Plaza Identification No.)
1601 Bryan Street
Dallas, Texas 75201
(Address of principal executive
offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be so registered
9 3/4% Trust Originated Preferred Securities New York Stock Exchange
(and the Guarantee with respect thereto)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [_]
Securities Act registration statement file number to which this form
relates: 333-93509, 333-93509-01, 333-93509-02, 333-93509-03.
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Securities to be registered pursuant to Section 12(g) of the Act: None
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The Commission is respectfully requested to send copies of all
notices, orders and communications to:
Robert A Wooldridge, Esq. E.J. Lean, Esq, Robert J. Reger, Jr., Esq.
Worsham, Forsythe & General Counsel Thelen Reid & Priest LLP
Wooldridge, L.L.P. TXU Europe Limited 40 West 57th Street
1601 Bryan Street The Adelphi New York, New York 10019
Dallas, Texas 72501 1-11 John Adam Street
London, England WC2N 6HT
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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The class of securities to be registered hereby are the 9 3/4% Trust
Originated Preferred Securities(SM) (Securities) of TXU Europe Capital I, a
Delaware business trust (Trust), including the guarantee thereof by TXU Europe
Limited, a private limited company incorporated under the laws of England and
Wales (Company), to the extent set forth in the form of the Preferred Trust
Securities Guarantee between the Company and The Bank of New York, as Trust
Guarantee Trustee (Guarantee). The Securities represent undivided beneficial
interests in the assets of the Trust. For a description of the Securities and
the Guarantee, reference is made to the Registration Statement on Form S-1 of
the Company, the Trust, TXU Eastern Funding Company and TXU Europe Funding I,
L.P. (Registration Nos. 333-93509, 333-93509-01, 333-93509-02, and 333-93509-03)
filed with the Securities and Exchange Commission (Commission) on December 23,
1999 and amended on February 11, 2000 (Registration Statement), the form of
prospectus included in the Registration Statement and the preliminary prospectus
dated February 11, 2000 filed with the Commission pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (Securities Act), which description is
incorporated by reference into this Registration Statement on Form 8-A. A final
prospectus describing the Securities and the Guarantee will be filed pursuant to
Rule 424(b) under the Securities Act and shall be deemed to be incorporated by
reference into this Registration Statement on Form 8-A.
Item 2. Exhibits.
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Exhibit Description
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1. Trust Agreement of TXU Europe Capital I, dated as of
November 22, 1999 (incorporated herein by reference
to Exhibit 3(e) of the Registration Statement).
2. Certificate of Trust of TXU Europe Capital I, dated
November 22, 1999 (incorporated herein by reference
to Exhibit 3(f) of the Registration Statement).
3. Partnership Agreement of TXU Europe Funding I, L.P.,
dated as of November 22, 1999 (incorporated herein by
reference to Exhibit 3(g) of the Registration
Statement).
4. Certificate of Limited Partnership of TXU Europe
Funding I, L.P., dated November 22, 1999
(incorporated herein by reference to Exhibit 3(h) of
the Registration Statement).
5. Form of Amended and Restated Trust Agreement of TXU
Europe Capital I (incorporated herein by reference to
Exhibit 4(a) of the Registration Statement).
6. Form of Amended and Restated Partnership Agreement of
TXU Europe Funding I, L.P. (incorporated herein by
reference to Exhibit 4(b) of the Registration
Statement).
7. Form of Preferred Trust Securities Guarantee
(incorporated herein by reference to Exhibit 4(c)
of the Registration Statement).
8. Form of Preferred Partnership Securities Guarantee
(incorporated herein by reference to Exhibit 4(d)
of the Registration Statement).
9. Form of Subordinated Indenture of TXU Eastern Funding
Company (incorporated herein by reference to
Exhibit 4(e) of the Registration Statement).
10. Form of officer's certificate establishing the terms
of the TXU Eastern Funding Company debentures, with
the form of debentures attached thereto (incorporated
herein by reference to Exhibit 4(f) of the
Registration Statement).
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11. Form of Subordinated Indenture of subsidiaries
(incorporated herein by reference to Exhibit 4(g) of
the Registration Statement).
12. Form of Deposit Agreement (incorporated herein by
reference to Exhibit 4(h) of the Registration
Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Form 8-A to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated: February 25, 2000 TXU EUROPE CAPITAL I
By: /s/ Robert J. Reger, Jr.
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Robert J. Reger, Jr.
Authorized Representative
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