ENERGY GROUP PLC /
SC 14D1/A, 1998-05-06
BITUMINOUS COAL & LIGNITE MINING
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                          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. 7)

                                 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 and May 1, 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. 7.  Capitalized terms not 
          defined herein have the meanings assigned thereto in the 
          Statement.                       


          Item 10.  Additional Information.  
          -------   ----------------------

               (f).  On May 6, 1998, Texas Utilities issued a press
          release in the United States, a copy of which is filed as Exhibit 
          (a)(25) and is incorporated herein by reference.  On May 6, 1998,
          Texas Utilities issued a press release in the United Kingdom, a 
          copy of which is filed as Exhibit (a)(26) and is incorporated 
          herein by reference.



          Item 11.  Material to be Filed as Exhibits.
          -------   --------------------------------

          EXHIBIT                DESCRIPTION
          -------                -----------


          (a)(25)        Text of US press release of Texas Utilities dated
                         May 6, 1998.

          (a)(26)        Text of UK press release of Texas Utilities dated
                         May 6, 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 6, 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)(25)        Text of US press release of Texas Utilities dated
                         May 6, 1998.

          (a)(26)        Text of UK press release of Texas Utilities dated
                         May 6, 1998.



                                                           Exhibit (a)(25)


          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 OFFER FOR THE ENERGY GROUP


          DALLAS, TEXAS -- May 6, 1998 -- In accordance with the terms of
          the Texas Utilities Company (NYSE:TXU) Offer, and as required by
          applicable law and the City Code, Texas Utilities announces that
          its cash offer for The Energy Group PLC (NYSE/LSE:TEG) has been
          extended and will remain open until 1:00 p.m. (London time), 8:00
          a.m. (New York City time) on May 19, 1998.

          Texas Utilities is offering 840 pence per Energy Group Share and
          a limited share alternative with a value equal to 865 pence per
          Energy Group Share, determined as, and subject to the
          limitations, referred to in the offer document dated March 10,
          1998.  The Texas Utilities Offer has been recommended by the
          directors of The Energy Group and has not been declared final and
          Texas Utilities has reserved the right to increase its offer in
          the event of a higher competing bid.

          By 10:00 p.m. (London time), 5:00 p.m. (New York City time)
          on May 5, 1998, valid acceptances of the Texas Utilities Offer
          had been received, and not withdrawn, in respect of a total of
          25,002,086 Energy Group Shares and 4,081,372 Energy Group ADSs,
          representing, in aggregate, 41,327,574 Energy Group Shares or
          approximately 7.93% 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 7,011,941 Energy Group Shares (including
          Energy Group Shares represented by Energy Group ADSs),
          representing approximately 1.35% of The Energy Group's issued
          ordinary share capital, and elections for the Loan Note
          Alternative had been received in respect of 4,927,237 Energy
          Group Shares, representing approximately 0.95% of the said
          capital.  None of these acceptances were received from persons
          acting in concert with Texas Utilities.

          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, 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:

          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

          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'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% 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 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 May 5, 1998, TU Acquisitions owned, had rights over
          or had received valid acceptances in respect of, in aggregate,
          155,727,574 Energy Group Shares (including Energy Group Shares
          represented by Energy Group ADSs), representing approximately
          29.90% of The Energy Group's issued ordinary share capital.

          In accordance with the terms of the Texas Utilities 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 (as defined in the offer
          document dated March 10, 1998) to Energy Group Shares (including
          Energy Group Shares represented by Energy Group ADSs) carrying in
          aggregate more than 50% 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
          Texas Utilities 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.

               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.

                                      - E N D -



          FOR ADDITIONAL INFORMATION
              CONTACT:                  DAVID ANDERSON   OR   TIM HOGAN
                                        214/812-4641          214/812-2756
                                        [email protected]      [email protected]

          MEDIA:                        JIM LAWRENCE          214/812-4073
                                        RAND LaVONN           214/812-3675




                                                           Exhibit (a)(26)


          TEXAS UTILITIES COMPANY                              NEWS RELEASE
          -----------------------------------------------------------------
          NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
          IN OR INTO CANADA, AUSTRALIA OR JAPAN

                                                                 6 MAY 1998

                               TEXAS UTILITIES COMPANY
                     --------------------------------------------
                            OFFER FOR THE ENERGY GROUP PLC


                     LEVEL OF ACCEPTANCES AND EXTENSION OF OFFER

             RESERVATION OF THE RIGHT TO REDUCE THE ACCEPTANCE CONDITION


          EXTENSION OF OFFER

          In accordance with the terms of the Texas Utilities Offer, and as
          required by applicable law and the City Code, Texas Utilities
          announces that its cash offer for The Energy Group has been
          extended and will remain open for acceptance until 1.00 p.m.
          (London time), 8.00 a.m. (New York City time) on 19 May 1998.

          Texas Utilities is offering 840 pence per Energy Group Share and
          a limited share alternative with a value equal to 865 pence per
          Energy Group Share, determined as, and subject to the
          limitations, referred to in the offer document dated 10 March
          1998.  THE TEXAS UTILITIES OFFER HAS BEEN RECOMMENDED BY THE
          DIRECTORS OF THE ENERGY GROUP.  The Texas Utilities Offer has not
          been declared final and Texas Utilities has reserved the right to
          increase its offer in the event of a higher competing bid.

          LEVEL OF ACCEPTANCES

          By 10.00 p.m. (London time), 5.00 p.m. (New York City time) on 5
          May 1998, valid acceptances of the Texas Utilities Offer had been
          received, and not withdrawn, in respect of a total of 25,002,086
          Energy Group Shares and 4,081,372 Energy Group ADSs,
          representing, in aggregate, 41,327,574 Energy Group Shares or
          approximately 7.93 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 7,011,941 energy
          Group Shares (including Energy Group Shares represented by Energy
          Group ADSs), representing approximately 1.35 per cent. of The
          Energy Group's issued ordinary share capital, and elections for
          the Loan Note Alternative had been received in respect of
          4,927,237 Energy Group Shares, representing approximately 0.95
          per cent. of the said capital.  None of these acceptances were
          received from persons acting in concert with Texas Utilities.
          
          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 5 May 1998, TU Acquisitions owned, had rights over
          or had received valid acceptances in respect of, in aggregate,
          155,727,574 Energy Group Shares (including Energy Group Shares
          represented by Energy Group ADSs), representing approximately
          29.90 per cent. of The Energy Group's issued ordinary share
          capital.

          RESERVATION OF THE RIGHT TO REDUCE THE ACCEPTANCE CONDITION

          In accordance with the terms of the Texas Utilities 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 (as defined in the offer
          document dated 10 March 1998) 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 14 May 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
          Texas Utilities 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.



            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
            Tony Durrant
            Mark Bentley

            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
            Stephen Robinson

            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 for
            Lehman Brothers Inc.  and Merrill Lynch  & Co., respectively, for
            the purposes  of making  the Texas  Utilities Offer  in the
            Unites States.





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