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. 5)
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 and
April 22, 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.
5. Capitalized terms not defined herein have the meanings
assigned thereto in the Statement.
Item 10. Additional Information.
------- ----------------------
(b) and (f). On April 24, 1998, Texas Utilities announced
that it had received clearance from the U.S. Federal Energy
Regulatory Commission in connection with the proposed sale of the
Peabody Coal business (including Citizens Power LLC) by The
Energy Group to an affiliate of Lehman Merchant Banking Partners
II L.P. On April 24, 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)(21) and is incorporated
herein by reference. On April 24, 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)(22) and is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
------- --------------------------------
EXHIBIT DESCRIPTION
------- -----------
(a)(21) Text of US press release of Texas Utilities dated
April 24, 1998.
(a)(22) Text of UK press release of Texas Utilities dated
April 24, 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 24, 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)(21) Text of US press release of Texas Utilities dated
April 24, 1998.
(a)(22) Text of UK press release of Texas Utilities dated
April 24, 1998.
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
---------------------
FINAL REGULATORY CLEARANCE RECEIVED
DALLAS, TEXAS - APRIL 24, 1998 - Texas Utilities Company
(NYSE:TXU) announces that it received yesterday the only
remaining specific 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.
Texas Utilities and Lehman Merchant have now received or
waived all specific regulatory approvals required for the
purposes of the Texas Utilities Offer.
The Texas Utilities Offer of 840 pence per Energy Group
Share (NYSE/LSE:TEG) 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% 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 May 5, 1998.
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 TIM HOGAN
214/812-4641 OR 214/812-2756
[email protected] [email protected]
GENERAL NEWS MEDIA CONTACT: JIM LAWRENCE 214/812-5073
RAND LAVONN 214/812-3675
TEXAS UTILITIES COMPANY NEWS RELEASE
----------------------------------------------------------------
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO CANADA, AUSTRALIA OR JAPAN
24 APRIL 1998
TEXAS UTILITIES COMPANY
---------------------------
OFFER FOR
THE ENERGY GROUP PLC
FINAL REGULATORY CLEARANCE RECEIVED
Texas Utilities announces that it received yesterday the
only remaining specific regulatory consent required for
the purposes of the Texas Utilities Offer, namely that
required from FERC in relation to the Peabody Sale.
Texas Utilities and Lehman Merchant have now received or
waived all specific regulatory approvals required for the
purposes of the Texas Utilities Offer.
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 5 May 1998.
Enquiries:
TEXAS UTILITIES COMPANY
David Anderson (Investors) Telephone: +1-214-812 4641
Joan Hunter (Press) Telephone: +1-214-812 4071
LEHMAN BROTHERS INTERNATIONAL
Richard Collier Telephone: +44-171-601 0011
Anthony Fobel
MERRILL LYNCH INTERNATIONAL
Justin Dowley Telephone: +44-171-628 1000
Lewis Lee
Martin Faulkner
MERRILL LYNCH CORPORATE BROKING
Mike Gibson Telephone: +44-171-772 1000
Stephen Robinson
FINANCIAL DYNAMICS
Nick Miles Telephone: +44-171-831 3113
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.
ENDS
