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. 14)
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 - 491,846,208 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)
94.4%
_________________________________________________________________
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, OO
_________________________________________________________________
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 - 491,846,208 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)
94.4%*
_________________________________________________________________
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, 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, May 19, May 27,
June 1 and June 5, 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, as set forth in this
Amendment No. 14. 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 June 23, 1998, Texas Utilities issued a
press release in the United States, a copy of which is filed as
Exhibit (a)(38) and is incorporated herein by reference. On
June 23, 1998, Texas Utilities issued a press release in the
United Kingdon, a copy of which is filed as Exhibit (a)(39)
and is incorporated herein by reference.
Item 10. Additional Information.
------- ----------------------
(f). On June 23, 1998, Texas Utilities issued a press
release in the United States, a copy of which is filed as Exhibit
(a)(38) and is incorporated herein by reference. On June 23, 1998,
Texas Utilities issued a press release in the United Kingdom, a
copy of which is filed as Exhibit (a)(39) and is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits.
------- --------------------------------
EXHIBIT DESCRIPTION
------- -----------
(a)(38) Text of US press release of Texas Utilities dated
June 23, 1998.
(a)(39) Text of UK press release of Texas Utilities dated
June 23, 1998.
<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: June 23, 1998
TU ACQUISITIONS PLC
By: /s/ Michael J. McNally
--------------------------
Name: Michael J. McNally
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)(38) Text of US press release of Texas Utilities dated
June 23, 1998.
(a)(39) Text of UK press release of Texas Utilities dated
June 23, 1998.
Exhibit (a)(38)
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
---------------------
94.43% INTEREST IN THE ENERGY GROUP AND COMPULSORY ACQUISITION OF
OUTSTANDING SHARES
DALLAS, TEXAS - JUNE 23, 1998 - In accordance with the terms
of the Texas Utilities Offer, and as required by applicable law
and the City Code, Texas Utilities Company (NYSE:TXU) announces
that, by 10:00 p.m. (London time), 5:00 p.m. (New York City time)
on June 22, 1998, valid acceptances of the Texas Utilities Offer
had been received, and not withdrawn, in respect of a total of
320,862,500 Energy Group Shares and 14,145,927 Energy Group ADSs,
representing, in aggregate, 377,446,208 Energy Group shares or
approximately 72.46% of The Energy Group's (NYSE:TEG) issued
ordinary share capital (each Energy Group ADS represents four
Energy Group Shares).
Of these, elections of the Share Alternative had been
received in respect of 96,283,460 Energy Group Share (including
Energy Group shares represented by Energy Group ADSs),
representing approximately 18.48% of The Energy Group's issued
ordinary share capital and requiring the issue of approximately
34,180,628 New Texas Utilities Shares.
Elections for the Loan Note Alternative had been received in
respect of 9,839,066 Energy Group Shares, representing
approximately 1.89% of the said capital.
Except for the 7,941,233 Energy Group Shares (including
Energy Group Shares represented by Energy Group ADSs),
representing approximately 1.52% of The Energy Group's issued
ordinary share capital, held on January 23, 1998 (being the
business day prior to the commencement of the offer period) by
those persons deemed to be acting in concert with Texas Utilities
nor any persons deemed to be acting in concert with Texas
Utilities held any Energy Group Shares (or rights over such
shares) immediately prior to the commencement of the offer
period.
During the offer period:
1) TU Acquisitions (a wholly owned subsidiary of Texas
Utilities) has acquired 114,400,000 Energy Group Shares
(representing approximately 21.96% of The Energy
Group's issued ordinary share capital); and
2) Persons deemed to be acting in concert with Texas
Utilities have acquired, in aggregate, 712,474 Energy
Group Shares (including Energy Group Shares represented
by Energy Group ADSs), representing approximately 0.14%
of The Energy Group Shares represented by Energy Group
ADSs), representing approximately 0.34% of the said
capital, none of such acquisitions and disposals being
connected with the Texas Utilities Offer.
Except as disclosed in this announcement neither Texas
Utilities nor any person deemed to be acting in concert with
Texas Utilities have acquired or agreed to acquire any Energy
Group Shares (or rights over such shares) during the offer
period.
Consequently, as of 10:00 p.m. (London time), 5:00 p.m. (New
York time) on June 22, 1998, TU Acquisitions owned, had rights
over or had received valid acceptances in respect of, in
aggregate, 491,846,208 Energy Group Shares (including Energy
Group Shares represented by Energy Group ADSs), representing
approximately 94.43% of The Energy Group's issued ordinary share
capital.
Accordingly, TU Acquisitions will shortly be issuing notices
to those holders of Energy Group Securities who have not yet
accepted the Texas Utilities Offer informing them that it now
intends to exercise its right under section 429 of the Companies
Act to acquire all those Energy Group Securities still
outstanding at the expiration of the requisite notice period.
The Texas Utilities Offer will remain open for acceptance until
10:00 p.m. (London time), 5:00 p.m. (New York City time) on the
date of expiration of such notice period, which, it is currently
anticipated, will be August 7, 1998.
Holders of Energy Group Securities who have not tendered
their Energy Group Securities by such time and date will not only
be able to elect for either the Share alternative or the Loan
Note Alternative and will only be entitled to receive the cash
consideration available under the Texas Utilities Offer upon
making a valid application as set out in the notices issued by TU
Acquisitions.
ENERGY GROUP SHARES HAVE BEEN DELISTED FROM THE LONDON STOCK
EXCHANGE WITH EFFECT FROM TODAY. TEXAS UTILITIES INTENDS TO SEEK
TO DELIST ENERGY GROUP ADSs THAT TRADE ON THE NEW YORK STOCK
EXCHANGE AT THE EARLIEST OPPORTUNITY.
HOLDERS OF ENERGY GROUP SECURITIES ARE STRONGLY ENCOURAGED
TO TENDER THEIR SECURITIES AS SOON AS POSSIBLE.
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 CONTACT: JIM LAWRENCE 214/812-4073
RAND LaVONN 214/812-3675
Exhibit (a)(39)
TEXAS UTILITIES COMPANY NEWS RELEASE
-----------------------------------------------------------------
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO CANADA, AUSTRALIA OR JAPAN
23 JUNE 1998
TEXAS UTILITIES COMPANY
-----------------------
OFFER FOR
THE ENERGY GROUP PLC
94.43 PER CENT. INTEREST IN THE ENERGY GROUP AND COMPULSORY
ACQUISITION OF OUTSTANDING SHARES
In accordance with the terms of the Texas Utilities Offer, and as
required by applicable law and the City Code, Texas Utilities
announces that, by 10.00 p.m. (London time), 5.00 p.m. (New York
City time) on 22 June 1998, valid acceptances of the Texas
Utilities Offer had been received, and not withdrawn, in respect
of a total of 320,862,500 Energy Group Shares and 14,145,927
Energy Group ADSs, representing, in aggregate, 377,446,208 Energy
Group Shares or approximately 72.46 per cent. of The Energy
Group's issued ordinary share capital (each Energy Group ADS
represents four Energy Group Shares).
Of these, elections for the Share Alternative had been received
in respect of 96,283,460 Energy Group Shares (including Energy
Group Shares represented by Energy Group ADSs), representing
approximately 18.48 per cent. of The Energy Group's issued
ordinary share capital and requiring the issue of approximately
34,180,628 New Texas Utilities Shares.
Elections for the Loan Note Alternative had been received in
respect of 9,839,066 Energy Group Shares, representing
approximately 1.89 per cent. of the said capital.
Save for the 7,941,233 Energy Group Shares (including Energy
Group Shares represented by Energy Group ADSs), representing
approximately 1.52 per cent. of The Energy Group's issued
ordinary share capital, held on 23 January 1998 (being the
business day prior to the commencement of the offer period) by
those persons deemed to be acting in concert with Texas
Utilities, neither Texas Utilities nor any persons deemed to be
acting in concert with Texas Utilities held any Energy Group
Shares (or rights over such shares) immediately prior to the
commencement of the offer period.
During the offer period:
i) TU Acquisitions (a wholly owned subsidiary of Texas
Utilities) has acquired 114,400,000 Energy Group Shares
(representing approximately 21.96 per cent. of The Energy Group's
issued ordinary share capital); and
ii) persons deemed to be acting in concert with Texas Utilities
have acquired, in aggregate, 712,474 Energy Group Shares
(including Energy Group Shares represented by Energy Group ADSs),
representing approximately 0.14 per cent. of The Energy Group's
issued ordinary share capital, and have disposed of, in
aggregate, 1,778,521 Energy Group Shares (including Energy Group
Shares represented by Energy Group ADSs), representing
approximately 0.34 per cent. of the said capital, none of such
acquisitions and disposals being connected with the Texas
Utilities Offer.
Save as disclosed in this announcement neither Texas Utilities
nor any persons deemed to be acting in concert with Texas
Utilities have acquired or agreed to acquire any Energy Group
Shares (or rights over such shares) during the offer period.
Consequently, as at 10.00 p.m. (London time), 5.00 p.m. (New York
City time) on 22 June 1998, TU Acquisitions owned, had rights
over or had received valid acceptances in respect of, in
aggregate, 491,846,208 Energy Group Shares (including Energy
Group Shares represented by Energy Group ADSs), representing
approximately 94.43 per cent. of The Energy Group's issued
ordinary share capital.
Accordingly, TU Acquisitions will shortly be issuing notices to
those holders of Energy Group Securities who have not yet
accepted the Texas Utilities Offer informing them that it now
intends to exercise its right under section 429 of the Companies
Act to acquire all those Energy Group Securities still
outstanding at the expiry of the requisite notice period. The
Texas Utilities Offer will remain open for acceptance until
midnight (London time), 7.00 p.m. (New York City time) on the
date of expiry of such notice period, which, it is currently
anticipated, will be 7 August 1998.
Holders of Energy Group Securities who have not tendered their
Energy Group Securities by such time and date will not be able to
elect for either the Share Alternative or the Loan Note
Alternative and will only be entitled to receive the cash
consideration available under the Texas Utilities Offer upon
making a valid application as set out in the notices to be issued
by TU Acquisitions.
ENERGY GROUP SHARES HAVE BEEN DELISTED FROM THE LONDON STOCK
EXCHANGE WITH EFFECT FROM TODAY. TEXAS UTILITIES INTENDS TO SEEK
TO DELIST ENERGY GROUP AMERICAN DEPOSITARY RECEIPTS THAT TRADE ON
THE NEW YORK STOCK EXCHANGE AT THE EARLIEST OPPORTUNITY.
HOLDERS OF ENERGY GROUP SECURITIES ARE STRONGLY ENCOURAGED TO
TENDER THEIR SECURITIES AS SOON AS POSSIBLE.
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
Mark Bentley
MERRILL LYNCH INTERNATIONAL Telephone: +44-171-628 1000
Justin Dowley
Lewis Lee
MERRILL LYNCH CORPORATE BROKING Telephone: +44-171-772 1000
Mike Gibson
Stephen Robinson
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
