-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jmigno0EFC15ynX4sxYizDTsTF2zHFoFNiyirzTZXdxWH3eHaBCX/L8eGXH2xhKx HiZBIkppT930UX2Isg1vgA== 0000893838-01-500198.txt : 20020410 0000893838-01-500198.hdr.sgml : 20020410 ACCESSION NUMBER: 0000893838-01-500198 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: E ON AG CENTRAL INDEX KEY: 0001136808 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BENNIGSENPLATZ 1 CITY: 40474 DUSSELDORF GER MAIL ADDRESS: STREET 1: BENNIGSENPLATZ 1 CITY: 40474 DUSSELDORF GER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEMC ELECTRONIC MATERIALS INC CENTRAL INDEX KEY: 0000945436 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 561505767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52339 FILM NUMBER: 1788744 BUSINESS ADDRESS: STREET 1: 501 PEARL DR CITY: ST PETERS STATE: MO ZIP: 63376 BUSINESS PHONE: 6364745000 MAIL ADDRESS: STREET 1: 501 PEARL DRIVE STREET 2: P. O. BOX 8 CITY: ST. PETERS STATE: M0 ZIP: 63376 SC 13D/A 1 eon13d5111401.txt SCHEDULE 13D AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d - 101) UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 5) MEMC Electronic Materials, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 552715 10 4 - -------------------------------------------------------------------------------- (CUSIP Number) - -------------------------------------------------------------------------------- Morton E. Grosz, Esq. Chadbourne & Parke LLP 30 Rockefeller Plaza New York, NY 10112 (212) 408-5100 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 13, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 8 Pages) - --------------------- --------------------- CUSIP No. 552715 10 4 13D Page 2 of 8 Pages - --------------------- --------------------- - --------- ---------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) E.ON Aktiengesellschaft, formerly known as VEBA Aktiengesellschaft - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |_| - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable - --------- ---------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |X| - --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany - ------------------- ------- ---------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES - 0 - ------- ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY - 0 - ------- ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING - 0 - ------- ---------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH - 0 - - ------------------- ------- ---------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - - --------- ---------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, CO - --------- ---------------------------------------------------------------------- - --------------------- --------------------- CUSIP No. 552715 10 4 13D Page 3 of 8 Pages - --------------------- --------------------- - --------- ---------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) E.ON North America, Inc., formerly known as VEBA Corporation 74-2183834 - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |_| - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - --------- ---------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------- ------- ---------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES - 0 - ------- ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY - 0 - ------- ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING - 0 - ------- ---------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH - 0 - - --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - - --------- ---------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO - --------- ---------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - --------------------- --------------------- CUSIP No. 552715 10 4 13D Page 4 of 8 Pages - --------------------- --------------------- - --------- ---------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) VEBA Zweite Verwaltungsgesellschaft mbH - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |_| - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - --------- ---------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany - ------------------- ------- ---------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES - 0 - ------- ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY - 0 - ------- ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING - 0 - ------- ---------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH - 0 - - ------------------- ------- ---------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - - --------- ---------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO - --------- ---------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - --------------------- --------------------- CUSIP No. 552715 10 4 13D Page 5 of 8 Pages - --------------------- --------------------- This Amendment No. 5 ("Amendment No. 5") amends the Schedule 13D filed on October 30, 1998 (as amended by Amendment No. 1 filed on March 23, 1999, Amendment No. 2 filed on May 10, 1999, Amendment No. 3 filed on September 27, 1999 and Amendment No. 4 filed on September 30, 2001, the "Schedule 13D") by (i) E.ON Aktiengesellschaft, a German corporation formerly known as VEBA Aktiengesellschaft ("E.ON AG"), (ii) E.ON North America, Inc., a Delaware corporation formerly known as VEBA Corporation and a direct and indirect subsidiary of E.ON AG ("E.ON North America"), and (iii) VEBA Zweite Verwaltungsgesellschaft mbH, a German limited liability company and a direct wholly-owned subsidiary of E.ON AG ("VEBA Zweite"), relating to the common stock, par value $0.01 per share, of MEMC Electronic Materials, Inc., a Delaware corporation (the "Company"). Capitalized terms used and not defined herein have the meanings ascribed to them in the Schedule 13D. Except as specifically amended hereby, the Schedule 13D remains in full force and effect. 1. Item 4 of the Schedule 13D is hereby amended and supplemented by the following information: On November 13, 2001, Sellers, the TPG Entities and Buyer consummated the transactions contemplated by the TPG Purchase Agreement. At the Closing, the Sellers sold to Buyer and/or its designees all of the shares of Common Stock owned by the Sellers for two dollars and all of the debt of the Company and its subsidiaries held by the Sellers for four dollars. The Company's earnings performance in 2002 could increase the purchase price by a maximum of $150 million. At the Closing E.ON North America and VEBA Zweite made capital contributions to the Company required by the TPG Purchase Agreement in an aggregate amount of thirty-seven million dollars ($37,000,000), of which five million dollars ($5,000,000) was contributed to enable the Company to make a contribution in such amount to its defined benefit plan. At the Closing, (i) each of VEBA Zweite and E.ON North America assigned to Buyer any and all contractual rights that it had to require the Company to register all or a portion of its shares of Common Stock with the Securities and Exchange Commission, (ii) the Company received the resignations of Dr. Alfred Oberholz, Dr. Wilhelm Simson, Dr. Hans Michael Gaul, Helmut Mamsch and Paul T. O'Brien from the Board of Directors of the Company and (iii) Sellers were advised by Buyer that Buyer and the Company reached an agreement upon the terms and provisions of, and executed and - --------------------- --------------------- CUSIP No. 552715 10 4 13D Page 6 of 8 Pages - --------------------- --------------------- delivered a definitive agreement in form and substance satisfactory to Buyer with respect to an exchange by Buyer of all outstanding debt of the Company and its subsidiaries purchased by Buyer pursuant to the TPG Purchase Agreement for newly issued debt and equity securities of the Company and that all conditions thereto have been materially satisfied or waived. In addition, the Company and certain of its subsidiaries released the E.ON Released Parties from certain actions, causes of action, suits, debts or other damages including any matter, cause or thing relating to or arising out of or in connection with any E.ON Released Party's being (including any action taken or omitted by any E.ON Released Party in connection with being) a shareholder of the Company. 2. Item 5 of the Schedule 13D is hereby amended and supplemented by deleting in its entirety paragraphs (a) - (d) inclusive and replacing them with the following: (a) None of E.ON AG, VEBA Zweite or E.ON North America beneficially owns any shares of Common Stock. (b) None of E.ON AG, VEBA Zweite or E.ON North America has any power related to the voting or disposition of any shares of Common Stock. (c) See item 4. (d) Not applicable. (e) On November 13, 2001, each Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock. The following Exhibits are added after Exhibit 62 to the Schedule 13D: Exhibit 63 Power of Attorney dated September 11, 2001 from E.ON AG to the persons specified therein. Exhibit 64 Power of Attorney dated September 11, 2001 from VEBA Zweite Verwaltungsgesellschaft mbH to the persons specified therein. - --------------------- --------------------- CUSIP No. 552715 10 4 13D Page 7 of 8 Pages - --------------------- --------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in the statement is true, complete and correct. This statement may be signed in counterpart copies. Date: November 14, 2001 E.ON AG By: /s/ Joseph Supp ---------------------------- Name: Joseph Supp Title: Attorney-in-fact Date: November 14, 2001 E.ON NORTH AMERICA, INC. By: /s/ Joseph Supp ---------------------------- Name: Joseph Supp Title: Vice President Date: November 14, 2001 VEBA ZWEITE VERWALTUNGSGESELLSCHAFT MBH By: /s/ Joseph Supp ---------------------------- Name: Joseph Supp Title: Attorney-in-fact - --------------------- --------------------- CUSIP No. 552715 10 4 13D Page 8 of 8 Pages - --------------------- --------------------- Exhibit Index ------------- Exhibit 63 Power of Attorney dated September 11, 2001 from E.ON AG to the persons specified therein. Exhibit 64 Power of Attorney dated September 11, 2001 from VEBA Zweite Verwaltungsgesellschaft mbH to the persons specified therein. EX-99 3 eon13d5ex63.txt EXHIBIT 63 Exhibit 63 ---------- Letterhead of E.ON AG E.ON Platz 1 D-40479 Duesseldorf Tel. +49-211/4579-0 POWER OF ATTORNEY The Undersigned, E.ON AG, hereby authorizes each of Rolf Pohlig, Ulrich Hueppe, Frank Fischer, Judith Witte, Joseph Supp and Paul Brandimarte (each an "Attorney" and collectively the "Attorneys") individually and separately to act on behalf of the Undersigned as its designated agent, attorney-in-fact and proxy in connection with (i) the execution and delivery of any and all agreements and documents, and (ii) the carrying out of any and all transactions, contemplated by and incident to all matters arising with respect to the Undersigned in its capacity as a lender to MEMC Electronic Materials, Inc. (the "Company"), including without limitation (a) the sale of the Undersigned's holdings of notes with respect to indebtedness of the Company (the "Notes") and (b) the entering into by the Undersigned of an agreement or agreements to extend additional debt funding to the Company, and in connection therewith to execute and deliver on behalf of the Undersigned such other agreements, documents and certificates, and to take such other actions, as any Attorney may deem necessary or desirable to consummate the foregoing transactions and all other matters relating or incidental thereto, including without limitation, the following: (1) to execute and deliver on behalf of the Undersigned the following documents (in such form and with such changes and modifications as any Attorney may approve, the execution and delivery of the same to be conclusive evidence of such approval): (i) a Purchase Agreement (the "Purchase Agreement"), by and among the Undersigned, E.ON North America, Inc., E.ON International Finance B.V., Fidelia Corporation, VEBA Zweite Verwaltungsgesellschaft mbH, TPG Partners III, L.P. ("TPG") and an entity affiliated with TPG (the "Buyer"), a draft of which dated August ___ , 2001 (the "Draft Purchase Agreement") has previously been presented to the Undersigned; (ii) a Funding Agreement (the "Funding Agreement"), by and among the Undersigned, the Company and perhaps other parties; (iii) an Assignment and Acceptance for each Loan Agreement with the Company or any of the Company's subsidiaries to which the Undersigned is a party (collectively the "Assignment and Acceptances"), by and among the Undersigned, the Buyer and perhaps other parties, a form of which is attached as an exhibit to the Draft Purchase Agreement; (iv) a Resignation for each Loan Agreement with the Company or any of the Company's subsidiaries to which the Undersigned is a party (collectively the "Resignations"), a form of which is attached as an exhibit to the Draft Purchase Agreement; (v) one or more Releases (each a "Release" and collectively the "Releases"), the form or forms of which are attached as an exhibit to the Draft Purchase Agreement; (vi) Termination Agreement (the "Termination Agreement"), by and between the Undersigned and the Company, a draft of which is attached as an exhibit to the Draft Purchase Agreement; (vii) such other agreements, consents, receipts, certificates, releases, bond powers and other documents, including without limitation amendments to or waivers of any of the aforesaid agreements or certificates referred to in this paragraph, as any Attorney may deem necessary or desirable; and (2) to take any action on behalf of the Undersigned as any Attorney may deem necessary or desirable in connection with carrying out the terms or purposes of, or in any way relating to the Purchase Agreement, the Funding Agreement, the Assignment and Acceptances, the Resignation, the Release, the Termination Agreement and the transactions contemplated thereby. The Undersigned agrees that any agreement or other document or writing executed and delivered by any Attorney pursuant to this Power of Attorney shall constitute a legal, valid and binding act or obligation of the Undersigned with the same force and effect as if executed and delivered by a duly authorized officer of the Undersigned. The Undersigned acknowledges that the Undersigned shall have no claim or cause of action against any Attorney for any act taken or for failure to act on behalf of the Undersigned as its designated agent, attorney-in-fact and proxy with respect to the above-mentioned documents or agreements, and all transactions relating thereto or any other matter contemplated by this Power of Attorney, unless such Attorney is found to 2 have acted in bad faith or with willful misconduct with respect to such act taken or failure to act. Each of the Attorneys is exempt from the restrictions of Section 181 of the German Civil Code. Each of the Attorneys may, in such Attorney's sole discretion, delegate the full authority and powers conferred upon such Attorney by this Power of Attorney to any other person as such Attorney may deem necessary and appropriate. This POWER OF ATTORNEY shall be effective as of September 12, 2001 and shall expire as of December 31, 2001. IN WITNESS WHEREOF, the Undersigned, a German corporation, having a principal place of business E.ON - Platz 1, D-40479 Duesseldorf, Germany, has executed this Power of Attorney on September 11, 2001. E.ON AG By: /s/ Dr. Hans Michael Gaul ------------------------------------ Name: Dr. Hans Michael Gaul Title: Member of the Managing Board By: /s/ Dr. Rolf Pohlig ------------------------------------ Name: Dr. Rolf Pohlig Title: Executive Vice President 3 EX-99 4 eon13d5ex64.txt EXHIBIT 64 Exhibit 64 ---------- Letterhead of VEBA Zweite Verwaltungsgesellschaft mbH E.ON Platz 1 D-40479 Duesseldorf Tel. +49-211/4579-240 POWER OF ATTORNEY The Undersigned, VEBA Zweite Verwaltungsgesellschaft mbH, hereby authorizes each of Rolf Pohlig, Ulrich Hueppe, Frank Fischer, Judith Witte, Joseph Supp and Paul Brandimarte (each an "Attorney" and collectively the "Attorneys") individually and separately to act on behalf of the Undersigned as its designated agent, attorney-in-fact and proxy in connection with (i) the execution and delivery of any and all agreements and documents, and (ii) the carrying out of any and all transactions, contemplated by and incident to all matters arising with respect to the Undersigned in its capacity as a stockholder of MEMC Electronic Materials, Inc. (the "Company"), including without limitation (a) the sale of the Undersigned's holdings of the Company's common stock, par value $.01 (the "Shares"), (b) the entering into by the Undersigned of an agreement or agreements to extend debt funding to the Company (c) the voting of the Shares or the granting of consents and/or proxies to vote the Shares, and in connection therewith to execute and deliver on behalf of the Undersigned such other agreements, documents, filings and certificates, and to take such other actions, as any Attorney may deem necessary or desirable to consummate the foregoing transactions and all other matters relating or incidental thereto, including without limitation, the following: (1) to execute and deliver on behalf of the Undersigned the following documents (in such form and with such changes and modifications as any Attorney may approve, the execution and delivery of the same to be conclusive evidence of such approval): (i) a Purchase Agreement (the "Purchase Agreement"), by and among the Undersigned, E.ON AG, E.ON North America, Inc., E.ON International Finance B.V., Fidelia Corporation, TPG Partners III, L.P. ("TPG") and an entity affiliated with TPG (the "Buyer"), a draft of which dated August __, 2001 (the "Draft Purchase Agreement") has previously been presented to the Undersigned; (ii) a Funding Agreement (the "Funding Agreement"), by and among the Undersigned, the Company and perhaps other parties; (iii) a Release (the "Release"), a form of which is attached as an exhibit to the Draft Purchase Agreement; (iv) Termination Agreement (the "Termination Agreement"), by and between the Undersigned and the Company, a draft of which is attached as an exhibit to the Draft Purchase Agreement; (v) such other agreements, consents, receipts, certificates, releases, stock powers and other documents, including without limitation amendments to or waivers of any of the aforesaid agreements or certificates referred to in this paragraph, as any Attorney may deem necessary or desirable; (2) to take any action on behalf of the Undersigned as any Attorney may deem necessary or desirable in connection with carrying out the terms or purposes of, or in any way relating to the Purchase Agreement, the Funding Agreement, the Release, the Termination Agreement and the transactions contemplated thereby; and (3) to vote and/or execute written consents and/or execute proxies with respect to the Shares of the Company owned by the Undersigned as any Attorney may deem necessary or desirable. The Undersigned agrees that any agreement or other document or writing executed and delivered by any Attorney pursuant to this Power of Attorney shall constitute a legal, valid and binding act or obligation of the Undersigned with the same force and effect as if executed and delivered by a duly authorized officer of the Undersigned. The Undersigned acknowledges that the Undersigned shall have no claim or cause of action against any Attorney for any act taken or for failure to act on behalf of the Undersigned as its designated agent, attorney-in-fact and proxy with respect to the above-mentioned documents or agreements, and all transactions relating thereto or any other matter contemplated by this Power of Attorney, unless such Attorney is found to have acted in bad faith or with willful misconduct with respect to such act taken or failure to act. Each of the Attorneys is exempt from the restrictions of Section 181 of the German Civil Code. Each of the Attorneys may, in such Attorney's sole discretion, delegate the full authority and powers conferred upon such Attorney by this Power of Attorney to any other person as such Attorney may deem necessary and appropriate. 2 This POWER OF ATTORNEY shall be effective as of September 12, 2001 and shall expire as of December 31, 2001. IN WITNESS WHEREOF, the Undersigned, a limited liability company incorporated under the laws of Germany, having a principal place of business E.ON - Platz 1, D-40479 Duesseldorf, Germany, has executed this Power of Attorney on September 11, 2001. VEBA Zweite Verwaltungsgesellschaft mbH By: /s/ Dr. Rolf Pohlig ------------------------------------ Name: Dr. Rolf Pohlig Title: Managing Director By: /s/ Claus-Peter von der Fecht ----------------------------------- Name: Claus-Peter von der Fecht Title: Prokurist 3 -----END PRIVACY-ENHANCED MESSAGE-----