ENERGY GROUP PLC /
SC 14D1/A, 1998-06-02
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. 12)

                                 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 - 431,637,376 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)
               82.9%
          _________________________________________________________________

          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 - 431,637,376 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)
               82.9%*
          _________________________________________________________________

          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 ("TU Acquisitions"), 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 and May 27, 1998 (the "Statement"), with respect
          to the offer to purchase ("Offer") 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 ("Energy Group 
          ADRs"), as set forth in this Amendment No. 12.  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).  Based upon acceptances of the Offer as of the
          close of business on May 29, 1998 in the United States and as
          of the close of business on June 1, 1998 in the United Kingdon, 
          TU Acquisitions owned, had rights over or had received valid
          acceptances in respect of 431,637,376 Energy Group Shares,
          including Energy Group Shares evidenced by Energy Group ADRs,
          representing approximately 82.9% of The Energy Group's issued
          ordinary share capital.


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

               (f).  On June 1, 1998, Texas Utilities issued a press
          release in the United States, a copy of which is filed as Exhibit 
          (a)(34) and is incorporated herein by reference.  On June 1, 1998,
          Texas Utilities issued a press release in the United Kingdom, a 
          copy of which is filed as Exhibit (a)(35) and is incorporated 
          herein by reference.



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

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


          (a)(34)        Text of US press release of Texas Utilities dated
                         June 1, 1998.

          (a)(35)        Text of UK press release of Texas Utilities dated
                         June 1, 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 1, 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)(34)        Text of US press release of Texas Utilities dated
                         June 1, 1998.

          (a)(35)        Text of UK press release of Texas Utilities dated
                         June 1, 1998.





                                                           Exhibit (a)(34)


   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
                                                      ---------------------
 
                                   SCALE DOWN RATIO


               DALLAS, TEXAS -- JUNE 1, 1998 -- Texas Utilities Company
          (NYSE:TXU) announces that valid elections for the Share
          Alternative in its Offer for The Energy Group PLC (NYSE/LSE:TEG)
          will not be scaled down.

               Holders of Energy Group Shares (including Energy Group
          Shares represented by Energy Group ADSs) who have validly elected
          for the Share Alternative will therefore receive their
          entitlement to New Texas Utilities Shares in full.

               Texas Utilities announced on May 14, 1998 that 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 Energy Group
          Securities so tendered, is 0.355.

               HOLDERS OF ENERGY GROUP SECURITIES ARE STRONGLY ENCOURAGED
          TO TENDER THEIR SECURITIES AS SOON AS POSSIBLE.

               TEXAS UTILITIES INTENDS TO SEEK TO DELIST BOTH ENERGY GROUP
          SHARES AND ENERGY GROUP ADSs AT THE EARLIEST OPPORTUNITY.         

               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 CONTACTS:  JIM LAWRENCE        214/812-4073
                                        JOAN HUNTER         214/812-4071





                                                           Exhibit (a)(35)



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

                                                                1 JUNE 1998

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


                                   SCALE DOWN RATIO



          Texas Utilities announces that valid elections for the Share
          Alternative will not be scaled down.

          Holders of Energy Group Shares (including Energy Group Shares 
          represented by Energy Group ADSs) who have validly elected for 
          the Share Alternative will therefore receive their entitlement 
          to New Texas Utilities Shares in full.

          Texas Utilities announced on 14 May 1998 that 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 Energy Group
          Securities so tendered, is 0.355.

          HOLDERS OF ENERGY GROUP SECURITIES ARE STRONGLY ENCOURAGED
          TO TENDER THEIR SECURITIES AS SOON AS POSSIBLE.

          TEXAS UTILITIES INTENDS TO SEEK TO DELIST BOTH ENERGY GROUP
          SHARES AND ENERGY GROUP ADSs AT THE EARLIEST OPPORTUNITY.


          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
          Anthony Fobel

          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

          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
             




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