SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-l
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 11)
THE ENERGY GROUP PLC
(Name of Subject Company)
TU ACQUISITIONS PLC
TEXAS UTILITIES COMPANY
(Bidders)
Ordinary Shares of 10p each and
American Depositary Shares, each representing Four Ordinary
Shares and evidenced by American Depositary Receipts
(Title of Class of Securities)
292691 10 2
(CUSIP Number of Class of Securities)
Peter B. Tinkham, Esq.
Texas Utilities Company
Secretary and Assistant Treasurer
1601 Bryan Street
Dallas, Texas 75201
(214) 812-4600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on behalf of Bidders)
Copy to:
Robert A. Wooldridge, Esq. Robert J. Reger, Jr., Esq.
Worsham, Forsythe & Reid & Priest LLP
Wooldridge, L.L.P. 40 West 57th Street
1601 Bryan Street New York, New York 10019
Dallas, Texas 75201 (212) 603-2000
(214) 979-3000
<PAGE>
14D-1
_________________________________________________________________
1. Name of Reporting Person:
TU Acquisitions PLC
_________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Sources of Funds
BK
AF
_________________________________________________________________
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) or 2(f) [ ]
_________________________________________________________________
6. Citizenship or Place of Organization
England and Wales
_________________________________________________________________
7. Aggregate Amount Beneficially Owned by Each Reporting
Person - approximately 378,837,000 ordinary shares
(including ordinary shares represented by Energy Group ADSs)
_________________________________________________________________
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [ ]
_________________________________________________________________
9. Percent of Class Represented by Amount in Row (7)
72.8%
_________________________________________________________________
10. Type of Reporting Person
CO
<PAGE>
14D-1
_________________________________________________________________
1. Name of Reporting Person; I.R.S. Employer
Identification No.:
Texas Utilities Company;
75-2669310
_________________________________________________________________
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Sources of Funds
BK
_________________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f) [ ]
_________________________________________________________________
6. Citizenship or Place of Organization
Texas
_________________________________________________________________
7. Aggregate Amount Beneficially Owned by Each Reporting
Person - approximately 378,837,000 ordinary shares
(including ordinary shares represented by Energy Group ADSs)*
_________________________________________________________________
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [ ]
_________________________________________________________________
9. Percent of Class Represented by Amount in Row (7)
72.8%*
_________________________________________________________________
10. Type of Reporting Person
HC
* Represents shares owned by TU Acquisitions PLC, an
indirect wholly owned subsidiary of Texas Utilities Company
<PAGE>
Texas Utilities Company, a Texas corporation ("Texas
Utilities"), and TU Acquisitions PLC, a public limited company
incorporated in England and Wales and an indirect wholly owned
subsidiary of Texas Utilities ("TU Acquisitions"), hereby amend
and supplement their Tender Offer Statement on Schedule 14D-1,
originally filed on March 10, 1998, and as amended on March 17,
April 9, April 17, April 22, April 24, May 1, May 6, May 7,
May 18 and May 19, 1998 (the "Statement"), with respect to the
offer to purchase all of the outstanding (a) ordinary shares of
10p each ("Energy Group Shares") of The Energy Group PLC, a
public limited company organized under the laws of England and
Wales ("The Energy Group"), and (b) American Depositary Shares
of The Energy Group each representing four Energy Group Shares
and evidenced by American Depositary Receipts ("Energy Group
ADRS"), as set forth in this Amendment No. 11. Capitalized terms
not defined herein have the meanings assigned thereto in the
Statement.
Item 6. Interest in Securities of the Subject Company.
------ ---------------------------------------------
(a) and (b). On May 27, 1998, Texas Utilities issued a press
release in the United States, a copy of which is filed as Exhibit
(a)(32) and is incorporated herein by reference. On May 27, 1998,
Texas Utilities issued a press release in the United Kingdom, a
copy of which is filed as Exhibit (a)(33) and is incorporated
herein by reference.
Item 8. Persons Retained, Employed or to be Compensated.
------ -----------------------------------------------
TU Acquisitions has retained D.F. King & Co. ("D.F. King")
to call certain registered holders of Energy Group ADRs in the U.S.
and Salisbury Associates Limited ("Salisbury") to call certain
holders of Energy Group Shares in the U.K., in each case to draw
their attention to the timetable and acceptance procedure for the
Offer. TU Acquisitions will pay D.F. King and Salisbury reasonable
and customary compensation for their services, together with
reimbursement of out of pocket expenses.
Item 10. Additional Information.
------- ----------------------
(f). On May 27, 1998, Texas Utilities issued a press
release in the United States, a copy of which is filed as Exhibit
(a)(32) and is incorporated herein by reference. On May 27, 1998,
Texas Utilities issued a press release in the United Kingdom, a
copy of which is filed as Exhibit (a)(33) and is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits.
------- --------------------------------
EXHIBIT DESCRIPTION
------- -----------
(a)(32) Text of US press release of Texas Utilities dated
May 27, 1998.
(a)(33) Text of UK press release of Texas Utilities dated
May 27, 1998.
(f)(1) Text of script to be used in conncection with
telephone calls by Salisbury to holders of
Energy Group Shares.
<PAGE>
SIGNATURES
After due inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Dated: May 27, 1998
TU ACQUISITIONS PLC
By: /s/ H. Jarrell Gibbs
--------------------------
Name: H. Jarrell Gibbs
Title: Director
TEXAS UTILITIES COMPANY
By: /s/ Robert S. Shapard
--------------------------
Name: Robert S. Shapard
Title: Treasurer and
Assistant Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
(a)(32) Text of US press release of Texas Utilities dated
May 27, 1998.
(a)(33) Text of UK press release of Texas Utilities dated
May 27, 1998.
(f)(1) Text of script to be used in conncection with
telephone calls by Salisbury to holders of
Energy Group Shares.
Exhibit (a)(32)
TEXAS UTILITIES COMPANY
ENERGY PLAZA [] 1601 BRYAN STREET [] DALLAS, TEXAS 75201 [] (214) 812-4600
NEWS
RELEASE
---------------------------------------------------------------------------
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO CANADA, AUSTRALIA OR JAPAN
FOR IMMEDIATE RELEASE
---------------------
TEXAS UTILITIES ACCEPTANCES BY CONCERT PARTY HOLDINGS
DALLAS--(BUSINESS WIRE)--MAY 27, 1998--Texas Utilities
Company (NYSE:TXU) announces that, of the 259,292,381 Energy
Group PLC (NYSE/LSE:TEG) Shares (including Energy Group Shares
represented by Energy Group ADSs) for which valid acceptances
had been received by 1:00 p.m. (London time), 8:00 a.m. (New
York City time) on May 19, 1998, valid acceptances in respect
of 97,600 such Energy Group Shares (including Energy Group Shares
represented by Energy Group ADSs), representing approximately
0.02% of The Energy Group's issued ordinary share capital, had
been received from persons deemed to be acting in concert with
Texas Utilities.
HOLDERS OF ENERGY GROUP SECURITIES ARE STRONGLY ENCOURAGED TO
TENDER THEIR SECURITIES AS SOON AS POSSIBLE AND, IN ANY EVENT, SO
AS TO BE RECEIVED BY NO LATER THAN MIDNIGHT (LONDON TIME), 7:00
P.M. (NEW YORK CITY TIME) ON FRIDAY, MAY 29, 1998, THE DEADLINE
FOR THE PURPOSES OF CALCULATING THE SCALE DOWN RATIO FOR THE
LIMITED SHARE ALTERNATIVE.
HOLDERS OF ENERGY GROUP SECURITIES ELECTING FOR THE LIMITED
SHARE ALTERNATIVE WHO DO NOT TENDER THEIR SECURITIES SO AS TO BE
RECEIVED BY MIDNIGHT (LONDON TIME), 7:00 P.M. (NEW YORK CITY
TIME) ON FRIDAY, MAY 29, 1998 WILL NOT BE A SHAREHOLDER OF RECORD
ON JUNE 5, 1998 AND, THEREFORE, WILL NOT BE ENTITLED TO RECEIVE,
IN RESPECT OF THEIR NEW TEXAS UTILITIES SHARES, THE DIVIDEND OF
$0.55 PER SHARE OF TEXAS UTILITIES COMMON STOCK WHICH IS PAYABLE
ON JULY 1, 1998.
TEXAS UTILITIES WILL SEEK TO DELIST BOTH ENERGY GROUP SHARES
AND ENERGY GROUP ADSS AT THE EARLIEST OPPORTUNITY.
Texas Utilities Company is an investor-owned holding company
for energy service companies engaged in domestic and international
electric and natural gas utility services, energy marketing,
telecommunications, and other energy-related services.
- END -
FOR ADDITIONAL
INFORMATION CONTACT: DAVID ANDERSON OR TIM HOGAN
214/812-4641 214/812-2756
[email protected] [email protected]
GENERAL NEWS MEDIA CONTACTS: JIM LAWRENCE 214/812-4073
JOAN HUNTER 214/812-4071
Exhibit (a)(33)
TEXAS UTILITIES COMPANY NEWS RELEASE
-----------------------------------------------------------------
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO CANADA, AUSTRALIA OR JAPAN
27 MAY 1998
TEXAS UTILITIES COMPANY
-----------------------
OFFER FOR
THE ENERGY GROUP PLC
ACCEPTANCES BY CONCERT PARTY HOLDINGS
Texas Utilities announces that, of the 259,292,381 Energy
Group Shares (including Energy Group Shares represented by
Energy Group ADSs) for which valid acceptances had been received
by 1.00 p.m. (London time), 8.00 a.m. (New York City time) on 19
May 1998, valid acceptances in respect of 97,600 such Energy Group
Shares (including Energy Group Shares represented by Energy Group
ADSs), representing approximately 0.02 per cent. of The Energy
Group's issued ordinary share capital, had been received from
persons deemed to be acting in concert with Texas Utilities.
HOLDERS OF ENERGY GROUP SECURITIES ARE STRONGLY ENCOURAGED TO
TENDER THEIR SECURITIES AS SOON AS POSSIBLE AND, IN ANY EVENT, SO
AS TO BE RECEIVED BY NO LATER THAN MIDNIGHT (LONDON TIME), 7.00
P.M. (NEW YORK CITY TIME) ON FRIDAY, 29 MAY 1998, THE DEADLINE
FOR THE PURPOSES OF CALCULATING THE SCALE DOWN RATIO FOR THE
LIMITED SHARE ALTERNATIVE.
HOLDERS OF ENERGY GROUP SECURITIES ELECTING FOR THE LIMITED SHARE
ALTERNATIVE WHO DO NOT TENDER THEIR SECURITIES SO AS TO BE
RECEIVED BY MIDNIGHT (LONDON TIME), 7.00 P.M. (NEW YORK CITY
TIME) ON FRIDAY, 29 MAY 1998 WILL NOT BE A SHAREHOLDER OF RECORD
ON 5 JUNE 1998 AND, THEREFORE, WILL NOT BE ENTITLED TO RECEIVE,
IN RESPECT OF THEIR NEW TEXAS UTILITIES SHARES, THE DIVIDEND OF
$0.55 PER SHARE OF TEXAS UTILITIES COMMON STOCK WHICH IS PAYABLE
ON 1 JULY 1998.
TEXAS UTILITIES WILL SEEK TO DELIST BOTH ENERGY GROUP SHARES AND
ENERGY GROUP ADSS AT THE EARLIEST OPPORTUNITY.
Enquiries:
TEXAS UTILITIES COMPANY
David Anderson (Investors) Telephone: +1-214-812 4641
Joan Hunter (Press) Telephone: +1-214-812 4071
LEHMAN BROTHERS INTERNATIONAL Telephone: +44-171-601 0011
Richard Collier
Anthony Fobel
MERRILL LYNCH INTERNATIONAL Telephone: +44-171-628 1000
Justin Dowley
Lewis Lee
Martin Falkner
MERRILL LYNCH CORPORATE BROKING Telephone: +44-171-772 1000
Mike Gibson
Joshua Critchley
FINANCIAL DYNAMICS Telephone: +44-171-831 3113
Nick Miles
Andrew Dowler
The definitions set out in the offer document dated 10 March 1998
apply in this announcement. The Texas Utilities Offer is not
being made, directly or indirectly, in or into Canada, Australia
or Japan. Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise distributed or sent
in or into Canada, Australia or Japan.
The Directors of TU Acquisitions accept responsibility for the
information contained in this announcement, and, to the best of
their knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this
announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Lehman Brothers and Merrill Lynch, which are regulated in the
United Kingdom by The Securities and Futures Authority Limited,
are acting for Texas Utilities and TU Acquisitions and no one
else in connection with the Texas Utilities Offer and will not be
responsible to anyone other than Texas Utilities and TU
Acquisitions for providing the protections afforded to their
respective customers or for providing advice in relation to the
Texas Utilities Offer or any other matter referred to herein.
Lehman Brothers and Merrill Lynch are acting through Lehman
Brothers Inc. and Merrill Lynch & Co., respectively, for the
purposes of making the Texas Utilities Offer in the United
States.
END
Exhibit (f)(1)
NON-ACCEPTORS CHASE - TELEPHONE SCRIPT
--------------------------------------
"Hello, please may I speak to (Shareholder)."
"Good Afternoon/Evening, my name is (x). I am calling on behalf
of Texas Utilities with regard to their Offer for the Energy
Group who have given their permission for us to call you."
"IS THIS A CONVENIENT TIME TO CALL?"
[If No]
"Sorry to have troubled you do you mind if I call again? Good-
bye."
[If Yes]
"I believe you are an Energy Group shareholder?"
[If No]
"May I just check whether you were a Hanson shareholder - if you
were, you may have become a shareholder in The Energy Group as a
result of its demerger from Hanson in February 1997?"
[If still No]
"Sorry to have troubled you - good-bye."
[Then]
"Do you have the Offer document and a Form of Acceptance relating
to the Offer from Texas Utilities?"
[If No]
"May I arrange for a new Form of Acceptance to be sent to you?
Please may I check your address."
[If Yes]
"Are you aware that the Offer from Texas Utilities has been
recommended by the board of The Energy Group and is now
Unconditional? Texas now owns over 70% of Energy Group shares
which means that Energy Group is now a subsidiary of Texas."
"We have not yet received your Form of Acceptance, may I ask
whether you intend to accept the offer? May I remind you that
the proceeds of the Offer will not be sent to you automatically.
You must first sign and return a Form of Acceptance accompanied
by your Energy Group share certificate"
[If queries - refer to Q&A or take note of question for further
reference]
[If no queries] Close with
----------
"THANK YOU FOR YOUR TIME - GOOD-BYE"
[After Queries dealt with} - Close as above:
--------------
<PAGE>
NON ACCEPTORS - QUESTIONS & ANSWERS
-----------------------------------
Q1 I HAVE ALREADY RETURNED MY ACCEPTANCE FORM WHY ARE YOU RINGING ME?
--
We are not the Receiving Agents therefore for purely technical
reasons it is not always possible to be up to date with who has
returned their acceptance forms. (Forms are coming in on a daily
basis). However if you are at all concerned that your form may
have been mislaid you should telephone the registrars "helpline"
on 0117 937 0672, & 0630, 0638, 0666, 0676.
Q2 WHAT IF I DO NOTHING?
--
You will not receive any offer monies as these can only be paid
if you sign and return an Acceptance Form with your Energy Group
share certificate. In due course, you may find it difficult to
buy or sell your Energy Group shares, since Texas Utilities
intends to apply for Energy Group shares to be delisted from the
London Stock Exchange.
If Texas Utilities acquire more than 90% of Energy Group shares
they will compulsorily acquire your shares. This will mean that
you will no longer own your shares but you will not be sent your
offer monies unless you claim your entitlement. If you have not
accepted the offer at this time you will be sent details of the
compulsorily acquisition procedure.
Q3 WHEN WILL I GET MY MONEY?
--
The offer proceeds will be sent to you within 14 days following
receipt of your properly completed form of acceptance and your
Energy Group share certificate.
Q4 WILL ENERGY GROUP BE WRITING TO ME?
--
No, which is why I am calling to inform you of the latest
developments about the offer.
Q5 WHAT ARE THE VARIOUS OPTIONS AVAILABLE UNDER THE OFFER?
--
The Texas Utilities Offer is being made on the following basis;
CASH OFFER
----------
For each Energy Gp share - L8.40
LIMITED SHARE ALTERNATIVE (SEE PP 11 OF THE OFFER DOCUMENT)
-----------------------------------------------------------
For each Energy Gp share - 0.355 of a new share of Texas
Utilities Common Stock.
On the basis of the closing prices on (the last day of
business....this is worth...)
However because the Share Alternative is limited, shareholders
electing for this option may be scaled down pro-rata.
Holders of Energy Group securities electing for the Limited share
alternative who do not tender their securities so as to be
received by midnight on Friday 29th May 1998 will not be entitled
to receive, in respect of their New Texas Utilities Shares, the
dividend of $0.55 per share of Texas Utilities Common Stock which
is payable on 1st July 1998.
THE LOAN NOTE ALTERNATIVE (SEE PP 14 OF THE OFFER DOCUMENT)
-----------------------------------------------------------
For every L1 of cash consideration - L1 nominal of Loan Notes
Interest on the Loan Notes will be calculated at 6 months
sterling deposit offered rate for each interest period-which
starts on the day that the consideration is sent to you. The
first interest payment will be 31/12/98 and thereafter 30/6 and
31/12. Loan note redeemable at any interest payment date, having
given 30 days written notice.
Q6 WHAT DOES 'UNCONDITIONAL IN ALL RESPECTS' MEAN?
--
An offer for a company may be declared 'unconditional in all
respects' when the acquiring company has received acceptances for
over 50% of the shares. This means that the acquiring company
effectively has control. It will not therefore increase its
offer and may at some stage in the near future de-list the
company from the London and New York Stock Exchanges.
The offer for The Energy Group by Texas Utilities has been
accepted in respect of over 70% of The Energy Group shares
including those which were acquired by Texas Utilities (22%)
during the Offer period.
Q7 WHICH OF THE ALTERNATIVES UNDER THE OFFER SHOULD I ACCEPT?
--
WE ARE NOT ALLOWED TO GIVE ADVICE ON INVESTMENT OR TAXATION AND
IF YOU HAVE ANY QUERIES ON THESE ASPECTS YOU SHOULD CONSULT YOUR
TAX ADVISER OR STOCKBROKER OR INDEPENDENT FINANCIAL ADVISER
AUTHORISED UNDER THE FINANCIAL SERVICES ACT 1986.
