UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post Effective Amendment No. 3 to
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| SCOTTISH POWER PLC | SCOTTISH POWER FINANCE (US), INC. | |
| (Exact name of Registrant as specified in its charter) | (Exact name of Registrant as specified in its charter) | |
| Scotland | Delaware | |
| (State or other jurisdiction of incorporation or organization) |
(State or other jurisdiction of incorporation or organization) | |
| Not Applicable | 11-3729412 | |
| (I.R.S. Employer Identification Number) | (I.R.S. Employer Identification Number) | |
| 1 Atlantic Quay Glasgow G2 8SP, Scotland Tel. No.: +44 141 248 8200 |
1125 NW Couch, Suite 700 Portland, Oregon 97209, U.S.A. Tel. No.: (503) 796-7000 | |
| (Address and telephone number of Registrant’s principal executive offices) |
(Address and telephone number of Registrant’s principal executive offices) | |
Paul Kaufman
Scottish Power Finance (US), Inc.
1125 NW Couch, Suite 700
Portland, Oregon 97209, U.S.A.
Tel. No.: (503) 796-7000
(Name, address and telephone number of agent for service)
Please send copies of all communications to:
Michael S. Immordino
Latham & Watkins
99 Bishopsgate
London EC2M 3XF
United Kingdom
+44 20-7710-1000
Approximate date of commencement of proposed sale to the public: Not applicable
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
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, please 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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
On October 29, 2004, Scottish Power plc and Scottish Power Finance (US), Inc. filed a registration statement on Form F-3 (Registration No. 333-120112), as amended by Amendment No. 1, filed on December 23, 2004, and Amendment No. 2, filed on February 22, 2005, relating to the registration of up to $4 billion aggregate principal amount of any combination of guaranteed debt securities issued by Scottish Power Finance (US), Inc. or senior debt securities, subordinated debt securities, preference shares or ordinary shares issued by Scottish Power plc. On March 21, 2005, Scottish Power plc issued three series of guaranteed debt securities: (i) 4.910% notes due 2010 in the aggregate principal amount of $550 million; (ii) 5.375% notes due 2015 in the aggregate principal amount of $600 million; and (iii) 5.810% notes due 2025 in the aggregate principal amount of $350 million pursuant to the registration statement.
Scottish Power plc and Scottish Power Finance (US), Inc. are filing this post-effective Amendment No. 3 to remove from registration the $2.5 billion aggregate principal amount of guaranteed debt securities, senior debt securities, subordinated debt securities, preference shares and ordinary shares that remain unsold under the registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Scottish Power plc certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Glasgow, Scotland on June 21, 2007.
| SCOTTISH POWER PLC | ||
| (Registrant) | ||
| By | /s/ SHEELAGH DUFFIELD | |
| Name: | Sheelagh Duffield | |
| Title: | Company Secretary | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 21, 2007.
| Signature |
Title | |||
| By | /s/ JOSE IGNACIO SANCHEZ GALAN |
Chairman of the Board | ||
| Name: | José Ignacio Sánchez Galán | |||
| By | /s/ JOSE LUIS DEL VALLE DOBLADO |
Chief Executive Officer and Director (Principal Executive Officer) | ||
| Name: | José Luís del Valle Doblado | |||
| By | /s/ ROBERT ARTHUR BENNS |
Head of Finance (Principal Financial Officer) | ||
| Name: | Robert Arthur Benns | |||
| By | /s/ JOSE MIGUEL ALCOLEA CANTOS |
Director | ||
| Name: | José Miguel Alcolea Cantos | |||
| By | /s/ FERNANDO BECKER ZUAZUA |
Director | ||
| Name: | Fernando Becker Zuazua | |||
| By | /s/ JOSE SAINZ ARMADA |
Director | ||
| Name: | José Sainz Armada | |||
| By | /s/ JOSE LUIS SAN PEDRO GUERENABARRENA |
Director | ||
| Name: | José Luís San Pedro Guerenabarrena | |||
| By | /s/ DONALD J. PUGLISI |
Authorized U.S. Representative | ||
| Name: | Donald J. Puglisi, Managing Director On behalf of Puglisi & Associates |
|||
Pursuant to the requirements of the Securities Act of 1933, Scottish Power Finance (US), Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Portland, Oregon on June 21, 2007.
| SCOTTISH POWER FINANCE (US), INC. | ||
| (Registrant) | ||
| By | /s/ PAUL J. KAUFMAN | |
| Name: | Paul J. Kaufman | |
| Title: | Secretary | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 21, 2007.
| Signature |
Title | |||
| By | /s/ TERRY HUDGENS |
President, Chief Executive Officer and Director (Principal Executive Officer) | ||
| Name: | Terry Hudgens | |||
| By | /s/ ADRIAN COATS |
Treasurer (Principal Financial Officer) | ||
| Name: | Adrian Coats | |||
| By | /s/ SHEELAGH DUFFIELD |
Director | ||
| Name: | Sheelagh Duffield | |||
| By | /s/ RICHARD ITO |
Director | ||
| Name: | Richard Ito | |||
| By | /s/ PAUL J. KAUFMAN |
Director | ||
| Name: | Paul Kaufman | |||