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. 8)
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 - 114,400,000 ordinary shares
_________________________________________________________________
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [ ]
_________________________________________________________________
9. Percent of Class Represented by Amount in Row (7)
22.0%
_________________________________________________________________
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 - 114,400,000 ordinary shares*
_________________________________________________________________
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [ ]
_________________________________________________________________
9. Percent of Class Represented by Amount in Row (7)
22.0%*
_________________________________________________________________
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 and May 6, 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. 8. Capitalized terms not
defined herein have the meanings assigned thereto in the
Statement.
Item 10. Additional Information.
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(f). On May 7, 1998, Texas Utilities published an
advertisement in the Wall Street Journal, a copy of which is
filed as Exhibit (a)(27) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
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EXHIBIT DESCRIPTION
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(a)(27) Newspaper advertisement published on May 7, 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: May 7, 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
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(a)(27) Newspaper advertisement published on May 7, 1998.
Exhibit (a)(27)
This notice is neither an offer to purchase nor a solicitation of
an offer to sell securities. The Offer is made in the United
States solely by the Offer to Purchase dated March 10, 1998, the
Letter of Transmittal, the Form of Acceptance and related materials
and is not being made to, nor will acceptances be accepted from or
on behalf of holders of Energy Group Shares or Energy Group ADSs
evidenced by Energy Group ADRs in any jurisdiction in which the
making of the Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction. In those US
jurisdictions whose securities laws or blue sky laws require the
Offer to be made by a licensed broker or dealer, the Offer shall
be deemed to be made on behalf of TU Acquisitions by Lehman
Brothers Inc. and Merrill Lynch & Co. or one or more registered
brokers or dealers which are licensed under the laws of those
jurisdictions. The Offer to Purchase, the Letter of Transmittal,
the Form of Acceptance and related materials should not be
forwarded or transmitted in or into Australia, Canada or Japan.
Notice in connection with Cash Offer by
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
and MERRILL LYNCH INTERNATIONAL
on behalf of
TU ACQUISITIONS PLC
a wholly owned subsidiary of
TEXAS UTILITIES COMPANY
to acquire
all Ordinary Shares and American Depositary Shares
evidenced by American Depositary Receipts
of
THE ENERGY GROUP PLC
Lehman Brothers International (Europe) and Merrill Lynch
International, acting in the United States through Lehman Brothers
Inc. and Merrill Lynch & Co., on behalf of TU Acquisitions PLC ("TU
Acquisitions"), are offering to purchase, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated
March 10, 1998 (the "Offer to Purchase"), the related Letter of
Transmittal and the related Form of Acceptance (collectively, the
"Offer"), (i) all outstanding ordinary shares of 10p each ("Energy
Group Shares") of The Energy Group PLC ("The Energy Group") for
L8.40 per Energy Group Share in cash and (ii) all outstanding
American Depositary Shares of The Energy Group, each representing
four Energy Group Shares ("Energy Group ADSs") and evidenced by
American Depositary Receipts ("Energy Group ADRs"), for L33.60 per
Energy Group ADS in cash. Energy Group Shares and Energy Group
ADSs evidenced by Energy Group ADRs are referred to collectively as
"Energy Group Securities." As described in the Offer to Purchase,
a limited share alternative is available to holders of Energy Group
Securities. Holders of Energy Group Securities may elect to
receive cash payment in US dollars or pounds sterling. The Offer
has been recommended by the directors of The Energy Group.
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THE INITIAL OFFER PERIOD WILL EXPIRE AT 1:00 P.M. (LONDON TIME),
8:00 A.M. (NEW YORK CITY TIME), ON MAY 19, 1998 (THE "INITIAL
OFFER PERIOD"). AT THE CONCLUSION OF THE INITIAL OFFER PERIOD,
IF ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED, FULFILLED OR,
WHERE PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR A
SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS (THE
"SUBSEQUENT OFFER PERIOD"). HOLDERS OF ENERGY GROUP SECURITIES
WILL HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCES OF THE OFFER
DURING THE INITIAL OFFER PERIOD, BUT NOT DURING THE SUBSEQUENT
OFFER PERIOD.
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The Offer is conditioned on, among other things, valid
acceptances being received (and not, where permitted, withdrawn) by
the expiration of the Initial Offer Period in respect of not less
than 90 per cent. in nominal value of Energy Group Securities to
which the Offer relates, or such lesser percentage as TU
Acquisitions may decide, provided that such condition (the
"Acceptance Condition") shall not be satisfied unless TU
Acquisitions and its wholly owned subsidiaries shall have acquired
or agreed to acquire, whether pursuant to the Offer or otherwise,
Energy Group Securities carrying in the aggregate more than 50 per
cent. of the voting rights then exercisable at general meetings of
The Energy Group.
In accordance with the terms of the Offer, TU Acquisitions hereby
gives notice that it reserves the right to reduce the percentage of
Energy Group Shares (including Energy Group Shares represented by
Energy Group ADSs) required to satisfy the Acceptance Condition to
Energy Group Shares (including Energy Group Shares represented by
Energy Group ADSs) carrying in aggregate more than 50 per cent. of
the voting rights then exercisable at general meetings of The
Energy Group (the minimum permitted level). Any such reduction of
the Acceptance Condition will not be effected before May 14, 1998.
There may be no further announcement concerning TU Acquisitions'
intention to reduce the Acceptance Condition. Accordingly, holders
of Energy Group Securities who have already accepted the Offer but
whose willingness to accept would be affected if the Acceptance
Condition were reduced to the minimum permitted level may wish to
consider withdrawing their acceptances now.
THE OFFER TO PURCHASE AND RELATED MATERIALS CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISIONS ARE
MADE WITH RESPECT TO THE OFFER.
Requests for assistance or copies of the Offer to Purchase, the
Letter of Transmittal, the Form of Acceptance and all other Offer
materials may be directed to the Dealer Managers or the Information
Agent as set forth below, and copies will be furnished promptly at
TU Acquisitions' expense.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
United States Europe
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77 Water Street Royex House, Aldermanbury Square
New York, New York 10005 London, England EC2V 7HR
Toll Free: (800) 848-3416 (44) 171-600-5005 (Call Collect)
The Dealer Managers for the Offer are:
LEHMAN BROTHERS MERRILL LYNCH & CO.
3 World Financial Center World Financial Center North Tower
New York, New York 10285 New York, New York 10281-1307
(212) 526-8335 (212) 449-8971
(Call Collect) (Call Collect)
May 7, 1998
