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. 3)
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
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1. Name of Reporting Person:
TU Acquisitions PLC
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2. Check the Appropriate Box if a Member of a Group (a)/x/
(b)/ /
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3. SEC Use Only
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4. Sources of Funds
BK
AF
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5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) or 2(f) / /
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6. Citizenship or Place of Organization
England and Wales
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7. Aggregate Amount Beneficially Owned by Each Reporting
Person - 114,400,000 ordinary shares
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares / /
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9. Percent of Class Represented by Amount in Row (7)
22.0%
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10. Type of Reporting Person
CO
<PAGE>
14D-1
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1. Name of Reporting Person; I.R.S. Employer
Identification No.:
Texas Utilities Company;
75-2669310
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2. Check the Appropriate Box if a Member of a Group (a)/x/
(b)/ /
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3. SEC Use Only
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4. Sources of Funds
BK
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5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f) / /
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6. Citizenship or Place of Organization
Texas
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7. Aggregate Amount Beneficially Owned by Each Reporting
Person - 114,400,000 ordinary shares*
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares / /
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9. Percent of Class Represented by Amount in Row (7)
22.0%*
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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, 1998 and on April 9,
1998 (the "Statement"), with respect to the offer (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. 3. Capitalized terms not defined herein have the
meanings assigned thereto in the Statement.
Item 10. Additional Information.
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(b) and (f). On April 17, 1998, the Secretary of State in
the United Kingdom announced that the Offer will not be referred
to the Monopolies and Mergers Commission. On April 17, 1998,
Texas Utilities issued a press release in the United States with
respect to the announcement, a copy of which is filed as Exhibit
(a)(17) and is incorporated herein by reference. On April 17,
1998, Texas Utilities issued a press release in the United
Kingdom with respect to the announcement, a copy of which is
filed as Exhibit (a)(18) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
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EXHIBIT DESCRIPTION
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(a)(17) Text of US press release of Texas Utilities dated
April 17, 1998.
(a)(18) Text of UK press release of Texas Utilities dated
April 17, 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: April 17, 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
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(a)(17) Text of US press release of Texas Utilities dated
April 17, 1998.
(a)(18) Text of UK press release of Texas Utilities dated
April 17, 1998.
Exhibit (a)(17)
TEXAS UTILITIES COMPANY
ENERGY PLAZA . 1601 BRYAN STREET . DALLAS, TEXAS 75201 . (214) 812-4600
NEWS
RELEASE
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO CANADA, AUSTRALIA OR JAPAN
FOR IMMEDIATE RELEASE
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TEXAS UTILITIES OFFER FOR THE ENERGY GROUP RECEIVES MERGER CLEARANCE
DALLAS, TEXAS - APRIL 17, 1998 - Texas Utilities Company
(NYSE:TXU) welcomes today's announcement by the Secretary of State in
the United Kingdom that the Texas Utilities Offer for The Energy Group
(NYSE/LSE:TEG) will not be referred to the Monopolies and Mergers
Commission.
Texas Utilities confidently expects that the only remaining
regulatory consent required for the purposes of the Texas Utilities
Offer, namely that required from the Federal Energy Regulatory
Commission (FERC) in relation to the Peabody Sale, will be received
within the timetable governing the offer. All other specific
regulatory approvals have now been obtained or waived by Texas
Utilities or Lehman Merchant.
The Texas Utilities Offer of 840 pence per Energy Group Share
represents a premium of 20 pence per share to the Increased PacifiCorp
Offer. Texas Utilities is also offering 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 not been declared final
and Texas Utilities has reserved the right to increase its offer in
the event of a higher competing bid.
Texas Utilities, through its wholly owned subsidiary TU
Acquisitions, owns 21.96 percent of The Energy Group's issued
ordinary share capital.
<PAGE>
Holders of Energy Group Securities are strongly urged to accept
the Texas Utilities offer as soon as possible and, in any event, by no
later that 10:00 p.m. (London time), 5:00 p.m. (New York City time)
on April 21, 1998.
Commenting, Erle Nye, Chairman and Chief Executive of Texas
Utilities, said: "We are obviously delighted by today's announcement
by the Secretary of State clearing our offer and are confident that
the remaining consent will be forthcoming shortly. We have
consistently delivered on our commitments to The Energy Group's
Board and its shareholders, and our offer clearly represents superior
value for Energy Group shareholders."
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 TIM HOGAN
214/812-4641 OR 214/812-2756
[email protected] [email protected]
GENERAL NEWS MEDIA CONTACT: JIM LAWRENCE 214/812-4073
Exhibit (a)(18)
TEXAS UTILITIES COMPANY NEWS RELEASE
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO CANADA, AUSTRALIA OR JAPAN
17 APRIL 1998
TEXAS UTILITIES COMPANY
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OFFER FOR
THE ENERGY GROUP PLC
MERGER CLEARANCE
Texas Utilities welcomes today's announcement by the Secretary of
State that the Texas Utilities Offer will not be referred to the
Monopolies and Mergers Commission.
Texas Utilities confidently expects that the only remaining
regulatory consent required for the purposes of the Texas Utilities
Offer, namely that required from FERC in relation to the Peabody
Sale, will be received within the timetable currently governing the
offer. All other specific regulatory approvals have now been
obtained or waived by Texas Utilities or Lehman Merchant.
The Texas Utilities Offer of 840 pence per Energy Group Share
represents a premium of 20 pence per share to the Increased
PacifiCorp Offer. Texas Utilities is also offering 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 not been declared final and Texas Utilities
has reserved the right to increase its offer in the event of a
higher competing bid.
Texas Utilities, through its wholly owned subsidiary TU
Acquisitions, owns 21.96 per cent of The Energy Group's issued
ordinary share capital.
Holders of Energy Group Securities are strongly urged to accept
the Texas Utilities Offer as soon as possible and, in any event,
by no later than 10:00 p.m. (London time), 5:00 p.m. (New York
City time) on 21 April 1998.
Commenting, Erle Nye, Chairman and Chief Executive of Texas
Utilities, said:
"We are obviously delighted by today's announcement by the
Secretary of State clearing our offer and are confident that
the remaining consent will be forthcoming shortly. We have
consistently delivered on our commitments to The Energy Group's
Board and its shareholders, and our offer clearly represents
superior value for Energy Group shareholders."
<PAGE>
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
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 United States.
END
