REGISTRATION NO. 333-36484
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TXU AUSTRALIA HOLDINGS (PARTNERSHIP)
LIMITED PARTNERSHIP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Victoria, Australia
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
7389
(Primary Standard Industrial Classification Code Number)
98-0203436
(I.R.S. Employer Identification No.)
452 Flinders Street, Melbourne, Victoria Australia 3000
Tel: 011-613-9229-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROBERT A. WOOLDRIDGE, Esq. PETER B. TINKHAM, Esq. ROBERT J. REGER, JR., Esq.
Worsham Forsythe Wooldridge LLP Executive Vice President Thelen Reid & Priest LLP
1601 Bryan Street TXU Business Services Company 40 West 57th Street
Dallas, Texas 75201 1601 Bryan Street New York, New York 10019
(214) 979-3000 Dallas, Texas 75201 (212) 603-2000
(214) 812-4600
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(NAMES AND ADDRESSES, INCLUDING ZIP CODES, AND TELEPHONE NUMBERS, INCLUDING
AREA CODES, OF AGENTS FOR SERVICE)
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It is respectfully requested that the Commission send copies of all notices,
orders and communications to:
RICHARD L. HARDEN, Esq. J.G. ATKIN
Winthrop, Stimson, Putnam & Roberts Treasurer
One Battery Park Plaza TXU Australia Pty Ltd
New York, New York 10004-1490 452 Flinders Street, Melbourne,
(212) 858-1000 Victoria Australia 3000
011-613-9229-6000
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
PREVIOUSLY FILED
WITH FILE AS
EXHIBIT NUMBER EXHIBIT DESCRIPTION
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1 * Form of Underwriting Agreement.
3(a) * Limited Partnership Deed, dated January 27,
1999, between TXU Australia Holdings (AGP)
Pty Limited, TXU Australia (LP) No.1 Limited
and TXU Australia (LP) No.2 Limited.
3(b) * Deed of Amendment to the Partnership Deed,
dated February 23, 1999, between TXU
Australia Holdings (AGP) Pty Limited, TXU
Australia (LP) No.1 Limited and TXU Australia
(LP) No.2 Limited.
3(c) Second Deed of Amendment to the Partnership
Deed, dated May 16, 2000, between TXU
Australia Holdings (AGP) Pty Limited, TXU
Australia (LP) No.1 Limited and TXU Australia
(LP) No.2 Limited.
3(d) Third Deed of Amendment to the Partnership
Deed, dated May 31, 2000, between TXU
Australia Holdings (AGP) Pty Limited, TXU
Australia (LP) No.1 Limited and TXU Australia
(LP) No.2 Limited
4(a) * Form of Indenture between TXU Australia and
Trustee.
4(b) * Form of Officer's Certificate of TXU
Australia, establishing the terms of the
JUMPS.
4(c) * Deed of Common Terms, dated February 24,
1999, among TXU Australia, certain of its
affiliates and the Senior Lenders.
4(d) * Indenture, dated as of December 1, 1996,
between Eastern Energy and The Bank of New
York as Trustee.
5(a) * Opinion of Worsham Forsythe Wooldridge LLP.
5(b) * Opinion of Thelen Reid & Priest LLP.
5(c) * Opinion of Baker & McKenzie, Melbourne,
Australia.
8(a) * Tax opinion of Thelen Reid & Priest (included
in the opinion filed as Exhibit 5(b))
8(b) * Tax opinion of Baker & McKenzie, Melbourne,
Australia (included in the opinion filed on
Exhibit 5(c)
10(a) *** Master Agreement, dated December 23, 1998,
between Gascor, Energy 21 Pty Ltd, Ikon
Energy Pty Ltd, Kinetik Energy Pty Ltd and
Gas Release Co. Pty Ltd.
10(b) *** Agency Agreement, dated August 14, 1998,
between Gascor and Kinetik Energy Pty Ltd.
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10(c) *** Sub-Sales Agreement, dated August 14, 1998,
between Gascor and Kinetik Energy Pty Ltd.
12 * Computation of ratio of earnings to fixed
charges.
21 * TXU Australia Group companies.
23(a) * Consent of Deloitte Touche Tohmatsu,
independent auditors.
23(b) * Consents of Worsham Forsythe Wooldridge LLP,
Thelen Reid & Priest LLP and Baker & McKenzie
(included in the Opinions filed as Exhibits
5(a), 5(b), 5(c) and 8, hereto).
24 * Powers of Attorney (included on page II-6
hereof).
25 * Statement of Eligibility of Trustee.
27 * Financial Data Schedule.
* Previously filed with the original Registration Statement (No. 333-36484) on
May 5, 2000.
*** This document contains confidential information which has been omitted but
filed separately with the Securities and Exchange Commission.
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POWER OF ATTORNEY
EACH DIRECTOR AND/OR OFFICER OF THE REGISTRANT WHOSE SIGNATURE APPEARS
BELOW HEREBY APPOINTS THE AGENTS FOR SERVICE NAMED IN THIS AMENDMENT, AND EACH
OF THEM SEVERALLY, AS HIS ATTORNEY-IN-FACT TO SIGN IN HIS NAME AND BEHALF, IN
ANY AND ALL CAPACITIES STATED BELOW, AND TO FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION, THIS AND ANY AND ALL AMENDMENTS, INCLUDING POST-EFFECTIVE
AMENDMENTS, TO THE ORIGINAL REGISTRATION STATEMENT, AND THE REGISTRANT HEREBY
ALSO APPOINTS EACH SUCH AGENT FOR SERVICE AS ITS ATTORNEY-IN-FACT WITH LIKE
AUTHORITY TO SIGN AND FILE ANY SUCH AMENDMENTS IN ITS NAME AND BEHALF.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO.1 TO THE REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, STATE OF NEW YORK ON OCTOBER 2, 2000.
TXU AUSTRALIA HOLDINGS (PARTNERSHIP)
LIMITED PARTNERSHIP
BY: TXU AUSTRALIA HOLDINGS (AGP) PTY LTD,
ITS GENERAL PARTNER
BY /S/ STEVEN PHILLEY
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NAME: STEVEN PHILLEY
TITLE: CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE
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/S/ STEVEN PHILLEY
--------------------------- PRINCIPAL EXECUTIVE OCTOBER 2, 2000
STEVEN PHILLEY OFFICER AND DIRECTOR
/S/ PAUL O'MALLEY
--------------------------- PRINCIPAL FINANCIAL OFFICER, OCTOBER 2, 2000
PAUL O'MALLEY PRINCIPAL ACCOUNTING
OFFICER AND DIRECTOR
/S/ ROBERT J. REGER, JR.
--------------------------- AUTHORIZED REPRESENTATIVE OCTOBER 2, 2000
ROBERT J. REGER, JR. IN THE UNITED STATES
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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3(c) Second Deed of Amendment to the Partnership Deed, dated
May 16, 2000, between TXU Australia Holdings (AGP) Pty
Limited, TXU Australia (LP) No. 1 Limited and TXU Australia
(LP) No. 2 Limited.
3(d) Third Deed of Amendment to the Partnership Deed, dated
May 31, 2000, between TXU Australia Holdings (AGP) Pty
Limited, TXU Australia (LP) No. 1 Limited and TXU Australia
(LP) No. 2 Limited
10(a) Master Agreement, dated December 23, 1998, between Gascor,
Energy 21 Pty Ltd, Ikon Energy Pty Ltd, Kinetik Energy Pty
Ltd and Gas Release Co. Pty Ltd.
10(b) Agency Agreement, dated August 14, 1998, between Gascor and
Kinetik Energy Pty Ltd.
10(c) Sub-Sales Agreement, dated August 14, 1998, between Gascor
and Kinetik Energy Pty Ltd.
