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