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.