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EX-31.(B) - EX-31.(B) - Energy Future Competitive Holdings Co LLCd719437dex31b.htm
EX-31.(A) - EX-31.(A) - Energy Future Competitive Holdings Co LLCd719437dex31a.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

 

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

- OR -

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-34543

 

 

Energy Future Competitive Holdings Company LLC

(formerly Energy Future Competitive Holdings Company)

(Exact name of registrant as specified in its charter)

 

Delaware   75-1837355

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1601 Bryan Street, Dallas, TX 75201-3411   (214) 812-4600

(Address of principal executive offices)

(Zip Code)

 

(Registrant’s telephone number,

including area code)

 

 

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller 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   ¨

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

At April 29, 2014, the outstanding membership interest in Energy Future Competitive Holdings Company LLC was directly held by Energy Future Holdings Corp.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

None

 

 

 


EXPLANATORY NOTE

Energy Future Competitive Holdings Company LLC (the Company) is filing this Amendment No. 1 to the Annual Report on Form 10-K (the Form 10-K/A) to amend its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the Securities and Exchange Commission on April 30, 2014 (the Original Filing). The Company is filing this Form 10-K/A solely to provide Exhibits 10(cccc) and 10(dddd), which were not included in the Original Filing.

No other changes have been made to the Original Filing other than the inclusion of Exhibits 10(cccc) and 10(dddd). This Form 10-K/A does not reflect events occurring after the filing date of the Original Filing. The descriptions of the Restructuring Support and Lock-Up Agreement and the Commitment Letter set forth in the Original Filing are subject to, and qualified in their entirety by, the full text of the Restructuring Support and Lock-Up Agreement and Commitment Letter, which are attached hereto as Exhibit 10(cccc) and 10(dddd), respectively, and incorporated herein by reference.

 

Item 15. Exhibits, Financial Statement Schedules

 

Exhibit

Number

  

Previously Filed* With File Number

  

As Exhibit

    
Material Contracts     
10(cccc)   

1-12833

Form 10-K/A (filed May 1, 2014)

   10(cccc)    Restructuring Support and Lock-Up Agreement, dated April 29, 2014, by and among Energy Future Holdings Corp., Energy Future Intermediate Holding Company LLC, and certain of their affiliates and the other parties thereto.
10(dddd)   

1-12833

Form 10-K/A (filed May 1, 2014)

   10(dddd)    Investment Commitment, dated April 29, 2014, by and among Energy Future Holdings Corp., Energy Future Intermediate Holding Company LLC and the initial commitment parties thereto.
Rule 13a - 14(a)/15d-14(a) Certifications     
31(a)          Certification of John F. Young, principal executive officer of Energy Future Holdings Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)          Certification of Paul M. Keglevic, principal financial officer of Energy Future Holdings Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

* Incorporated herein by reference.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Energy Future Competitive Holdings Company LLC has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Energy Future Competitive Holdings Company LLC

By:  

/s/ STANLEY J. SZLAUDERBACH

Name:   Stanley J. Szlauderbach
Title:   Senior Vice President and Controller
  (Principal Accounting Officer)

Date: May 1, 2014


EXHIBIT INDEX

 

Exhibit
Number

  

Previously Filed* With File Number

  

As Exhibit

    
Material Contracts     
10(cccc)   

1-12833

Form 10-K/A (filed May 1, 2014)

   10(cccc)    Restructuring Support and Lock-Up Agreement, dated April 29, 2014, by and among Energy Future Holdings Corp., Energy Future Intermediate Holding Company LLC, and certain of their affiliates and the other parties thereto.
10(dddd)   

1-12833

Form 10-K/A (filed May 1, 2014)

   10(dddd)    Investment Commitment, dated April 29, 2014, by and among Energy Future Holdings Corp., Energy Future Intermediate Holding Company LLC and the initial commitment parties thereto.
Rule 13a - 14(a)/15d-14(a) Certifications     
31(a)          Certification of John F. Young, principal executive officer of Energy Future Holdings Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)          Certification of Paul M. Keglevic, principal financial officer of Energy Future Holdings Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

* Incorporated herein by reference.