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. 15)
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 - 499,569,689 ordinary shares (including ordinary
shares represented by Energy Group ADSs) as of June 25, 1998.
_________________________________________________________________
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [ ]
_________________________________________________________________
9. Percent of Class Represented by Amount in Row (7)
95.5%
_________________________________________________________________
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, OO
_________________________________________________________________
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 - 499,569,689 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)
95.5%*
_________________________________________________________________
10. Type of Reporting Person
HC
* Represents shares owned as of June 25, 1998 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, May 27, June 1, June 5 and June 23, 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 ADSs" and, together with the Energy Group
Shares, "Energy Group Securities"), as set forth in this Amendment
No. 15. 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 June 25, 1998 in the United States and as
of the close of business on June 25, 1998 in the United Kingdom,
TU Acquisitions owned, had rights over or had received valid
acceptances in respect of 499,569,689 Energy Group Shares,
including Energy Group Shares evidenced by Energy Group ADRs,
representing approximately 95.5% of The Energy Group's issed
ordinary share capital.
Item 11. Material to be Filed as Exhibits.
------- --------------------------------
EXHIBIT DESCRIPTION
------- -----------
(a)(40) Text of letter dated June 26, 1998 to non-assenting
holders of Energy Group Securities regarding
compulsory acquisition.
(a)(41) Text of statutory notice under UK law to holders of
Energy Group Shares regarding compulsory acquisition.
<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 29, 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)(40) Text of letter dated June 26, 1998 to non-assenting
holders of Energy Group Securities regarding
compulsory acquisition.
(a)(41) Text of statutory notice under UK law to holders of
Energy Group Shares regarding compulsory acquisition.
Exhibit (a)(40)
THIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
WHEN CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED
IMMEDIATELY TO SEEK YOUR OWN FINANCIAL ADVICE FROM YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL
SERVICES ACT 1986.
If you have sold or otherwise transferred all your Energy Group
Securities, please send this letter, together with the
accompanying document, as soon as possible, to the purchaser or
transferee, or to the stockbroker, bank or other agent through
whom the sale or transfer was effected for onward transmission to
the purchaser or transferee. HOWEVER, SUCH DOCUMENTS SHOULD NOT
BE FORWARDED OR TRANSMITTED IN OR INTO CANADA, AUSTRALIA OR
JAPAN.
LEHMAN BROTHERS MERRILL LYNCH
LEHMAN BROTHERS INTERNATIONAL Merrill Lynch International
(EUROPE) Registered in England
One Broadgate, London EC2M 7HA (No. 2312079)
Regulated by the Securities Registered Office:
and Futures Authority 25 Ropemaker Street,
Member of the London Stock London EC2Y 9LY
Exchange and the International A Subsidiary of Merrill Lynch
Securities Market Association & Co., Inc., Delaware, USA
Registered in England No. 2538254 Regulated by The Securities
at the above address and Futures Authority
Limited
Member of the London
Stock Exchange
To holders of Energy Group Securities (other than those resident
in Canada, Japan or Australia) who have not yet accepted the
Texas Utilities Offer.
26 JUNE 1998
Dear Sir or Madam,
COMPULSORY PURCHASE OF ENERGY GROUP SECURITIES
TU Acquisitions announced on 19 May 1998 that the Texas Utilities
Offer for The Energy Group had become unconditional in all
respects. TU Acquisitions has now acquired or received
acceptances in respect of over 90 per cent. in value of the
Energy Group Shares (including Energy Group Shares represented by
Energy Group ADSs) to which the Texas Utilities Offer relates.
TU Acquisitions now intends to exercise the powers conferred by
section 429 of the Companies Act to acquire compulsorily on the
terms of the Texas Utilities Offer the remaining Energy Group
Shares which it does not already own or has not contracted to
acquire.
You have been sent this letter because you appear not to have
accepted the Texas Utilities Offer for all or some of the Energy
Group Securities registered in your name. Enclosed with this
letter is a statutory notice required pursuant to the compulsory
purchase provisions under section 429(4) of the Companies Act.
Under the provisions of section 429 of the Companies Act, the
Energy Group Shares now held by you (or on your behalf) will be
transferred to TU Acquisitions on the terms referred to in the
enclosed statutory notice at the expiry of six weeks from the
date of such notice unless you either accept the Texas Utilities
Offer before such date or application is made to the Court by you
before such date and the Court thinks fit to order otherwise.
IN THE MEANTIME, YOU MAY STILL ACCEPT THE TEXAS UTILITIES OFFER.
However, if you fail to accept the Texas Utilities Offer before 7
August 1998 and do not apply to the Court (see enclosed notice),
your Energy Group shares (including Energy Group Shares
represented by Energy Group ADSs) will be compulsorily acquired
in accordance with and subject to the provisions of Part XIIIA of
the Companies Act.
If such Energy Group Shares are compulsory acquired, the
consideration which you would otherwise have received under the
terms of the Texas Utilities Offer will be transferred to The
Energy Group to be held on trust by The Energy Group on your
behalf in accordance with section 430 of the Companies Act,
pending written application by you (accompanied by satisfactory
evidence of your identity and title to such Energy Group Shares)
for the release of such consideration.
TO ACCEPT THE TEXAS UTILITIES OFFER
The Texas Utilities Offer remains open for acceptance. Holders
of Energy Group Securities who accept the Texas Utilities Offer
will be entitled to receive:
FOR EACH ENERGY GROUP SHARE 840 PENCE; AND
FOR EACH ENERGY GROUP ADS L33.60.
Under the Share Alternative, holders of Energy Group Securities
who validly accept the Texas Utilities Offer (apart from certain
holders of Energy Group Securities who are residents of
jurisdictions outside the United Kingdom or the US) will be
entitled to receive, instead of cash consideration for all (but
not part) of their holding:
FOR EACH ENERGY GROUP 0.355 NEW TEXAS UTILITIES
SHARE SHARES; AND
FOR EACH ENERGY GROUP 1.420 NEW TEXAS UTILITIES
ADS SHARES.
Further details of the method for calculating the entitlement of
a holder of Energy Group Securities using the above ratio are set
out in paragraph 4 of the letter from Lehman Brothers and Merrill
Lynch contained in the Offer Document.
As an alternative to some or all of the cash consideration
receivable under the Texas Utilities Offer, holders of Energy
Group Shares who validly accept the Texas Utilities Offer (apart
from US citizens or residents and certain other overseas persons)
may elect to receive Loan Notes instead of cash on the following
basis:
FOR EVERY L1 OF CASH L1 NOMINAL OF LOAN NOTES.
CONSIDERATION
If you hold Energy Group Shares, to accept the Texas Utilities
Offer, the Form of Acceptance sent to you on 10 March 1998 (or
the duplicate Form of Acceptance sent to you on 27 March 1998)
must be completed and returned, whether or not your Energy Group
Shares are in CREST. The completed, signed and (if you are an
individual) witnessed Form of Acceptance, together with, if your
Energy Group Shares are not in CREST, the share certificate(s)
and/or other document(s) of title for your Energy Group Shares,
should be returned by post or by hand to Computershare Services
PLC, PO Box 859, Consort House, East Street, Bedminster, Bristol
BS99 1XZ, or by hand, during normal business hours only, to
Computershare Services PLC, 5-10 Great Tower Street, London EC3R
5ER or by post or by hand to The Bank of New York, 101 Barclay
Street, New York, New York 10286, marked for the attention of
Tenders and Exchanges, as soon as possible. Computershare
Services PLC has assumed responsibility for the share
registration business previously undertaken by the Registrars
Department of The Royal Bank of Scotland plc. However, the pre-
paid envelopes sent out previously under the name of The Royal
Bank of Scotland plc remain valid.
If your Energy Group Shares are in uncertificated form (that is,
if you do not have a paper share certificate because your shares
are held in CREST), you should read carefully paragraphs 11(d)-
(1) of Part B of Appendix I to the Offer Document, which set out
the acceptance procedures for holders of Energy Group Shares in
uncertificated form. If you are a CREST sponsored member, you
should refer to your CREST sponsor before taking any action.
If your Energy Group Shares are in certificated form, but your
share certificate(s) and/or other document(s) of title is/are not
readily available or is/are loss, the Form of Acceptance should
nevertheless be completed, signed and returned as stated above as
soon as possible, together with any share certificate(s) and/or
other document(s) of title that you have available accompanied by
a letter stating that the balance will follow. You should then
arrange for the relevant share certificate(s) and/or other
document(s) of title to be forwarded as soon as possible
thereafter. No acknowledgement of receipt of documents will be
given. In the case of loss, you should write as soon as possible
to Lloyds Bank Registrars, The Causeway, Goring-by-Sea, Worthing,
West Sussex BN99 6DA for a letter of indemnity for lost share
certificate(s) and/or other document(s) of title which, when
completed in accordance with the instructions given, should be
returned to Computershare Services PLC as stated above.
If you hold Energy Group ADSs, your attention is drawn to
paragraph 10 of Part B of Appendix I ("Procedures for tendering
Energy Group ADSs") of the Offer Document and to the relevant
provisions of the Letter of Transmittal sent to you on 10 March
1998 (or the duplicate Letter of Transmittal sent to you on 27
March 1998).
To accept the Texas Utilities Offer, holders of Energy Group ADSs
must complete the Letter of Transmittal in accordance with the
instructions printed on it or comply with the instructions in
such Letter of Transmittal applicable to book-entry transfers.
The completed Letter of Transmittal should be sent together with
the required signature guarantees and any other required
documents to the US Depositary by mail to The Bank of New York,
Tender & Exchange Department, P.O. Box 11248, Church Street
Station, New York, New York 10286-1248 or by hand delivery or
overnight courier to The Bank of New York, Tender & Exchange
Department, 101 Barclay Street, Receive and Deliver Window, New
York, New York 10286. The Energy Group ADRs must be either
received by the US Depositary at one of such addresses or
delivered in accordance with paragraph 10 of Part B of Appendix I
of the Offer Document referred to above.
The attention of holders of energy Group Securities who are
residents of jurisdictions outside the United Kingdom or the US
is drawn to the provisions relating to overseas shareholders
contained in the terms and conditions of the Texas Utilities
Offer.
IF YOU DO NOT ACCEPT THE TEXAS UTILITIES OFFER
IF YOU HAVE NOT ACCEPTED THE TEXAS UTILITIES OFFER BY MIDNIGHT
(LONDON TIME), 7:00 PM (NEW YORK CITY TIME) ON 7 AUGUST 1998,
YOUR ENERGY GROUP SHARES (INCLUDING ENERGY GROUP SHARES
REPRESENTED BY ENERGY GROUP ADSS) WILL BE TRANSFERRED TO TU
ACQUISITIONS PURSUANT TO THE COMPULSORY PURCHASE PROVISIONS. The
enclosed statutory notice explains that under the compulsory
purchase provisions you may choose either to receive the cash
consideration, elect for the Share Alternative (unless you are
resident in certain jurisdictions outside the United Kingdom or
the US) or elect for the Loan Note Alternative (unless you are a
US citizen or resident or a resident of certain other overseas
jurisdictions) in respect of some or all of the cash
consideration otherwise due to you (as the case may be). You
will need to inform TU Acquisitions in writing c/o Computershare
Services PLC, PO Box 859, Consort House, East Street, Bedminster,
Bristol BS99 1XZ to be received no later than 7 August 1998, of
your choice of consideration and, if you elect for the Loan Note
Alternative, the amount of consideration you wish to receive
under the Loan Note Alternative.
If you fail to make such a choice, your Energy Group Shares will
be compulsorily acquired on the basis that you have not elected
for either the Share Alternative or the Loan Note Alternative;
i.e. you will be entitled to the cash consideration only. The
consideration due to you is required by the compulsory
acquisition provisions to be held on trust on your behalf by The
Energy Group and will be transferred to you only after you have
provided satisfactory evidence of your entitlement to either
Computershare Services PLC if you hold Energy Group Shares, or
the depositary for Energy Group ADSs or such other paying agent
may be appointed by The Energy Group if you hold Energy Group
ADSs. This would include, where your Energy Group Shares or
Energy Group ADSs are held in certificated form, your share
certificate(s) or a suitable form of indemnity if you are unable
to locate the certificate(s).
GENERAL
YOU WILL NOT RECEIVE THE CASH DUE TO YOU (OR THE NEW TEXAS
UTILITIES SHARES/LOAN NOTES IF YOU ELECT FOR THEM INSTEAD OF
CASH) UNLESS:
(A) YOU VALIDLY COMPLETE AND RETURN AN ACCEPTANCE FORM; OR
(B) YOU SEND IN AN APPROPRIATE REQUEST UNDER THE COMPULSORY
ACQUISITION PROVISIONS AS SET OUT IN THE ENCLOSED
STATUTORY NOTICE;
IN EACH CASE, WHERE YOUR ENERGY GROUP SHARES OR ENERGY GROUP ADSS
ARE HELD IN CERTIFICATED FORM, TOGETHER WITH YOUR SHARE
CERTIFICATE(S) AND/OR OTHER DOCUMENT(S) OF TITLE.
This letter should be read in conjunction with the Offer Document
dated 10 March 1998. If you have mislaid that document and/or
the accompanying Acceptance Form, further copies may be obtained
from Computershare Services PLC or The Bank of New York at the
addresses set out below.
ALL COMMUNICATIONS REGARDING THIS LETTER AND ITS CONTENTS SHOULD
BE ADDRESSED TO COMPUTERSHARE SERVICES PLC, PO BOX 859, CONSORT
HOUSE, EAST STREET, BEDMINSTER, BRISTOL BS99 1XZ OR THE BANK OF
NEW YORK, 101 BARCLAY STREET, NEW YORK, NEW YORK 10286,
ATTENTION: TENDERS AND EXCHANGES. PLEASE CALL COMPUTERSHARE
SERVICES PLC ON 0117 937 0647 OR THE BANK OF NEW YORK ON (888)
460 7637 IF YOU HAVE ANY QUERIES.
Yours faithfully
Richard Collier Justin Dowley
Managing Director Managing Director
Lehman Brothers Merrill Lynch
Notes:
1 Words defined in the Offer Document dated 10 March 1998 have
the same meaning in this letter.
2 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.
3 The Texas Utilities Offer is not being made, directly or
indirectly, in or into Canada, Australia or Japan.
4 The New Texas Utilities Shares to be issued pursuant to the
Texas Utilities Offer have not been, and will not be, the
subject of a prospectus under the securities laws of any
province of Canada and will not be registered under any
relevant securities laws of any country other than the
federal securities laws of the United States. The New Texas
Utilities Shares are not being offered, sold or delivered,
directly or indirectly; in or into Canada, Australia or
Japan.
5 The Loan Notes to be issued pursuant to the Texas Utilities
Offer have not been, and will not be registered under the
Securities Act or under any relevant securities laws of any
state or district of the United States, will not be the
subject of a prospectus under the securities laws of any
province of Canada and will not be registered under any
relevant securities laws of any other country. The Loan
Notes are not being offered, sold or delivered, directly or
indirectly, in or into the United States, Canada, Australia
or Japan.
Exhibit (a)(41)
COMPANIES FORM NO. 429(4)
NOTICE TO NON-ASSENTING
SHAREHOLDERS
429(4)
Pursuant to section 429(4) of the Companies Act 1985
as inserted by Schedule 12 to the Financial Services Act 1986
To:
CANCELLED
A takeover offer was made on 10 March 1998 (the "Offer") by
Lehman Brothers International (Europe) ("Lehman Brothers") and
Merrill Lynch International ("Merrill Lynch") on behalf of TU
Acquisitions PLC (the "Offeror") for the ordinary shares of 10p
each in the share capital of The Energy Group PLC (the
"Company").
The Offeror has within four months of making the Offer acquired
or contracted to acquire not less than nine-tenths in value of
the shares of the class to which the Offer relates. The Offeror
gives notice that it now intends to exercise its right under
section 429 of the Companies Act 1985 (as amended) (the "Act") to
acquire shares held by you in the Company.
The terms of the Offer are set out and referred to in the Offer
Document dated 10 March 1998 sent to holders of ordinary shares
of 10p each ("Energy Group Shares") and American Depositary
Shares ("Energy Group ADSs" and, together with the Energy Group
Shares, "Energy Group Securities") of the Company (the "Energy
Group Shareholders") by Lehman Brothers and Merrill Lynch on
behalf of the Offeror and provide for the Energy Group Securities
to be acquired on the following basis:
For each Energy Group Share 840 pence in cash; and
For each Energy Group ADS L33.60 in cash
and so in proportion for any other number of Energy Group
Securities. Holders of Energy Group ADSs will receive any cash
consideration in US dollars converted from pounds sterling on the
date six weeks from the date of this notice in the manner
referred to in paragraph 19(f) of the letter from Lehman Brothers
and Merrill Lynch contained in the Offer Document.
Under the Share Alternative (as defined in the Offer Document),
holders of Energy Group Securities (apart from certain holders of
Energy Group Securities who are residents of jurisdictions
outside the United Kingdom or the US) who validly accept the
Offer will be entitled to receive, instead of cash consideration
for all (but not part) of their holding:
For each Energy Group Share 0.355 New Texas Utilities
Shares; and
For each Energy Group ADS 1.420 New Texas Utilities
Shares
determined as, and subject to the limitations, referred to in
paragraph 4 of the letter from Lehman Brothers and Merrill Lynch
contained in the Offer Document.
Instead of some or all of the cash consideration to which Energy
Group Shareholders would otherwise be entitled under the Offer,
Energy Group Shareholders who accept the Offer (apart from US
citizens or residents and certain other overseas shareholders)
may elect to receive Loan Notes (as defined in the Offer
Document) on the following basis:
For every L1 of cash
consideration L1 nominal of Loan Notes.
As these terms include a choice of consideration, you should
within six weeks of the date of this notice inform the Offeror in
writing c/o Computershare Services PLC, PO Box 859, Consort
House, East Street, Bedminster, Bristol BS99 1XZ or c/o The Bank
of New York, 101 Barclay Street, New York, New York 10286,
Attention: Tenders and Exchanges which of the choices you wish to
accept.
If you fail to make a choice and do not make an application to
the Court (see below) the Offeror will acquire your shares on the
following terms:
For each Energy Group Share 840 pence in cash; and
For each Energy Group ADS L33.60 in cash.
Holders of Energy Group ADSs will receive any cash consideration
in US dollars, converted from pounds sterling in the manner
described above.
Note: You are entitled under section 430C of the Act to make an
application to the Court within six weeks of the date of this
notice for an order either that the Offeror shall not be entitled
and bound to acquire your shares or that different terms to those
of the Offer shall apply to the acquisition. If you are
contemplating such action you may wish to seek legal advice.
Dated 26 June 1998
For and on behalf of TU Acquisitions PLC
Erle Nye
Chairman and Chief Executive
Any communications regarding this notice should be addressed to
Computershare Services PLC, PO Box 859, Consort House, East
Street, Bedminster, Bristol BS99 1XZ (telephone number: 0117 937
0647) or The Bank of New York, 101 Barclay Street, New York, New
York 10286, Attention: Tenders and Exchanges (telephone number
(888) 460 7637).
