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. 9)
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, May 6 and May 7, 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. 9. Capitalized terms not defined herein have the meanings
assigned thereto in the Statement.
Item 10. Additional Information.
------- ----------------------
(f). On May 14, 1998, Texas Utilities issued a press
release in the United States, a copy of which is filed as Exhibit
(a)(28) and is incorporated herein by reference. On May 14, 1998,
Texas Utilities issued a press release in the United Kingdom, a
copy of which is filed as Exhibit (a)(29) and is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits.
------- --------------------------------
EXHIBIT DESCRIPTION
------- -----------
(a)(28) Text of US press release of Texas Utilities dated
May 14, 1998.
(a)(29) Text of UK press release of Texas Utilities dated
May 14, 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 15, 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)(28) Text of US press release of Texas Utilities dated
May 14, 1998.
(a)(29) Text of UK press release of Texas Utilities dated
May 14, 1998.
Exhibit (a)(28)
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
---------------------
SHARE ALTERNATIVE RATIO DETERMINED
DALLAS, TEXAS - MAY 14, 1998 - In accordance with the terms
of the Texas Utilities Company (NYSE:TXU) Offer for The Energy
Group PLC (NYSE/LSE:TEG), Texas Utilities announces that, in the
absence of unforeseen circumstances, it intends to declare the
Texas Utilities Offer unconditional in all respects on Tuesday,
May 19, 1998.
The Share Alternative Ratio (for determining the number of
New Texas Utilities Shares per Energy Group Share that a holder
of Energy Group Securities could receive in respect of a valid
election for the Share Alternative in respect of such Energy
Group Securities, prior to any requirement to scale down such
election) has been determined to be 0.355. This is based on the
average of the closing prices of shares of Texas Utilities Common
Stock on the NYSE Composite Tape on the 20 consecutive dealing
days ended today being $39.66 and a Noon Buying Rate today of
$1.6306 per L1.
Any holders of Energy Group Securities who have tendered
their Energy Group Securities will, during the period between
this announcement and 1:00 p.m. (London time), 8:00 a.m. (New
York City time) on Tuesday, May 19, 1998, continue to be entitled
to withdraw their acceptances and, at any time before the end of
that period or the Subsequent Offer Period, may retender their
Energy Group Securities using a new Acceptance Form (which may be
obtained from the United Kingdom Receiving Agent or the US
Depositary whose details are set out in the offer document dated
March 10, 1998).
A further announcement, setting out the results of the scale
down calculation, if any, to be applied to valid elections for
the Share Alternative, will be made on the business day following
the date ten days after the date that the Texas Utilities Offer
is declared unconditional in all respects. In the absence of
unforeseen circumstances, such announcement will be made on
Monday, June 1, 1998.
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 1:00 P.M. (LONDON TIME),
8:00 A.M. (NEW YORK CITY TIME) ON TUESDAY, MAY 19, 1998.
IN THE EVENT THAT, BY THIS TIME AND DATE, TU ACQUISITIONS
HAS NOT ACQUIRED OR AGREED TO ACQUIRE, WHETHER PURSUANT TO THE
TEXAS UTILITIES OFFER OR OTHERWISE, ENERGY GROUP SHARES CARRYING,
IN AGGREGATE, MORE THAN 50% OF THE VOTING RIGHTS THEN
EXERCISEABLE AT GENERAL MEETINGS OF THE ENERGY GROUP, THE TEXAS
UTILITIES OFFER WILL (UNLESS THE PANEL CONSENTS OTHERWISE) LAPSE.
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]
GENERAL NEWS MEDIA CONTACT: JIM LAWRENCE 214/812-4073
JOAN HUNTER 214/812-4071
Exhibit (a)(29)
TEXAS UTILITIES COMPANY NEWS RELEASE
-----------------------------------------------------------------
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO CANADA, AUSTRALIA OR JAPAN
14 MAY 1998
TEXAS UTILTITIES COMPANY
------------------------
OFFER FOR
THE ENERGY GROUP PLC
SHARE ALTERNATIVE RATIO DETERMINED
In accordance with the terms of the Texas Utilities Offer,
Texas Utilities announces that, in the absence of unforeseen
circumstances, it intends to declare the Texas Utilities Offer
unconditional in all respects on Tuesday, 19 May 1998.
The Share Alternative Ratio (for determining the number of
New Texas Utilities Shares per Energy Group Share that a holder
of Energy Group Securities could receive in respect of a valid
election for the Share Alternative in respect of such Energy
Group Securities, prior to any requirement to scale down such
election) has been determined to be 0.355. This is based on the
average of the closing prices of shares of Texas Utilities Common
Stock on the NYSE Composite Tape on the 20 consecutive dealing
days ended today being $39.66 and a Noon Buying Rate today of
$1.6306 per L1.
Any holders of Energy Group Securities who have tendered
their Energy Group Securities will, during the period between
this announcement and 1.00 p.m. (London time), 8.00 a.m. (New
York City time) on Tuesday, 19 May 1998, continue to be entitled
to withdraw their acceptances and, at any time before the end of
that period or the Subsequent Offer Period, may retender their
Energy Group Securities using a new Acceptance Form (which may be
obtained from the United Kingdom Receiving Agent or the US
Depositary whose details are set out in the offer document dated
10 March 1998).
A further announcement, setting out the results of the scale
down calculation, if any, to be applied to valid elections for
the Share Alternative, will be made on the business day following
the date ten days after the date that the Texas Utilities Offer
is declared unconditional in all respects. In the absence of
unforeseen circumstances, such announcement will be made on
Monday, 1 June 1998.
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 1.00 P.M. (LONDON TIME),
8.00 A.M. (NEW YORK CITY TIME) ON TUESDAY, 19 MAY 1998.
IN THE EVENT THAT, BY THIS TIME AND DATE, TU ACQUISITIONS
HAS NOT ACQUIRED OR AGREED TO ACQUIRE, WHETHER PURSUANT TO THE
TEXAS UTILITIES OFFER OR OTHERWISE, ENERGY GROUP SHARES CARRYING,
IN AGGREGATE, MORE THAN 50 PER CENT. OF THE VOTING RIGHTS THEN
EXERCISEABLE AT GENERAL MEETINGS OF THE ENERGY GROUP, THE TEXAS
UTILITIES OFFER WILL (UNLESS THE PANEL CONSENTS OTHERWISE) LAPSE.
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
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
Unites States.
END
