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. 6)
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,
April 22 and April 24, 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. 6. Capitalized terms not defined herein have
the meanings assigned thereto in the Statement.
Item 10. Additional Information.
------- ----------------------
(f). On April 30, 1998, Texas Utilities issued a press
release in the United States, a copy of which is filed as Exhibit
(a)(23) and is incorporated herein by reference. On April 30, 1998,
Texas Utilities issued a press release in the United Kingdom, a
copy of which is filed as Exhibit (a)(24) and is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits.
------- --------------------------------
EXHIBIT DESCRIPTION
------- -----------
(a)(23) Text of US press release of Texas Utilities dated
April 30, 1998.
(a)(24) Text of UK press release of Texas Utilities dated
April 30, 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 30, 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)(23) Text of US press release of Texas Utilities dated
April 30, 1998.
(a)(24) Text of UK press release of Texas Utilities dated
April 30, 1998.
Exhibit (a)(23)
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
---------------------
TEXAS UTILITIES OFFER FOR THE ENERGY GROUP
DALLAS, TEXAS - APRIL 30, 1998 - Texas Utilities Company
(NYSE:TXU) notes the announcement today by PacifiCorp that it has
decided not to increase its current offer for The Energy Group
PLC (NYSE/LSE:TEG) and that PacifiCorp intends to allow its offer
to lapse on the next closing date, May 5, 1998.
Texas Utilities is pleased that its higher offer for The
Energy Group has prevailed and looks forward to welcoming all
Energy Group employees to the Texas Utilities System.
Erle Nye, chairman and chief executive of Texas Utilities
said, "The addition of The Energy Group is a key step in
implementing Texas Utilities' multi-regional strategy. The
acquisition is expected to be earnings and cash flow enhancing in
the first complete year following completion of the acquisition
and provides Texas Utilities with a significant and integrated
presence in three key liberalizing energy markets - the United
States, the United Kingdom and Australia. We look forward to
working with The Energy Group to continue its excellent record of
serving its customers."
The above statement in relation to earnings should not be
interpreted to mean that the future earnings per share of Texas
Utilities, as enlarged by the acquisition of The Energy Group,
will necessarily be greater than the historical published
earnings per share of Texas Utilities.
The last day on which the Texas Utilities offer may be
declared unconditional is now May 19, 1998. HOLDERS OF ENERGY
GROUP SHARES ARE NOW URGED TO ACCEPT THE TEXAS UTILITIES OFFER AS
SOON AS POSSIBLE. The first settlement of consideration under
the Texas Utilities Offer will be made within 14 days of the date
on which the Texas Utilities Offer becomes or is declared wholly
unconditional in respect of acceptances received complete in all
respects by such date.
The Texas Utilities Offer is 840 pence (US $14.03) in cash
for each Energy Group Share and L33.60 per American Depositary
Share (ADS) (US $56.12). Subject to the details set out in the
Offer document dated March 10, 1998, holders of Energy Group
Securities who validly accept the Texas Utilities Offer may elect
to receive, instead of cash consideration of all (but not part)
of their Energy Group Shares (including Energy Group Shares
represented by Energy Group ADSs), that number of New Texas
Utilities Shares with a value (the "Share Alternative Value")
equal to 865 pence (US $14.45) for each Energy Group share and
L34.60 (US $57.80) per ADS based on the average of the closing
prices of shares of Texas Utilities Common Stock on the NYSE for
the 20 consecutive dealing days ending the day (the "Calculation
Day") falling three dealing days prior to the date on which, in
the absence of unforeseen circumstances, TU Acquisitions intends
to declare the Texas Utilities Offer unconditional in all
respects.
As soon as practicable after the Share Alternative Ratio has
been calculated, and in any event no later than 3:00 p.m. (London
time), 10:00 a.m. (New York City time) on the dealing day
immediately following the Calculation Day, TU Acquisitions will
announce the Share Alternative Ratio and state that, in the
absence of unforseen circumstances, it intends to declare the
Texas Utilities Offer unconditional in all respects on the date
falling two dealing days following such announcement. During
such two dealing day period, persons who have tendered their
Energy Group Securities will continue to be entitled to withdraw
their acceptance and, at any time before the end of that period
or the Subsequent Offer Period, may re-tender their Energy Group
Securities under either the cash or limited share alternative
using a new Acceptance Form (which they may obtain from the
United Kingdom Receiving Agent or the US Depositary).
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 OR TIM HOGAN
214/812-4641 214/812-2756
[email protected] [email protected]
MEDIA: JIM LAWRENCE 214/812-4073
RAY GRANADO 214/812-4087
Exhibit (a)(24)
TEXAS UTILITIES COMPANY NEWS RELEASE
------------------------------------------------------------------
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO CANADA, AUSTRALIA OR JAPAN
30 April 1998
TEXAS UTILITIES COMPANY
------------------------------------------------
OFFER FOR THE ENERGY GROUP PLC
Texas Utilities notes the announcement today by PacifiCorp that it
has decided not to increase its current offer for The Energy
Group and that PacifiCorp intends to allow its offer to lapse on
the next closing date, 5 May 1998.
Texas Utilities is pleased that its higher offer for The
Energy Group has prevailed and looks forward to welcoming all
Energy Group employees to the Texas Utilities System.
Erle Nye, Chairman and Chief Executive of Texas Utilities said:
"The addition of The Energy Group is a key step in
implementing Texas Utilities' multi-regional strategy.
The acquisition is expected to be earnings and cash flow
enhancing in the first complete year following completion
of the acquisition* and provides Texas Utilities with a significant
and integrated presence in three key liberalising energy markets
- the United States, the United Kingdom and Australia. We look
forward to working with The Energy Group to continue its excellent
record of serving its customers."
*The above statement in relation to earnings should not be
interpreted to mean that the future earnings per share
of Texas Utilities, as enlarged by the acquisition of
The Energy Group will necessarily be greater than the
historical published earnings per share of Texas Utilities.
The last day on which the Texas Utilities offer may be declared
unconditional is 19 May 1998. Holders of Energy Group Shares
are now urged to accept the Texas Utilities Offer as soon
as possible. The first settlement of consideration under
the Texas Utilities Offer will be made within 14 days of the
date on which the Texas Utilities Offer becomes or is declared
wholly unconditional, in respect of acceptances received complete
in all respects by such date.
The Texas Utilities Offer is 840p in cash for each Energy
Group Share. Subject to the details set out in the Offer Document,
holders of Energy Group Securities who validly accept the Texas
Utilities Offer may elect to receive, instead of cash consideration
for all (but not part) of their Energy Group Shares (including
Energy Group Shares represented by Energy Group ADSs), that
number of New Texas Utilities Shares with a value (the "Share
Alternative Value") equal to 865 pence for each Energy Group Share
based on the average of the closing prices of shares of Texas
Utilities Common Stock on the NYSE for the 20 consecutive dealing
days ending on the day (the "Calculation Day") falling three
dealing days prior to the date on which, in the absence of
unforeseen circumstances, TU Acquisitions intends to declare
the Texas Utilities Offer unconditional in all respects. As
soon as practicable after the Share Alternative Ratio has been
calculated, and in any event no later than 3.00 pm (London time),
10.00 am (New York City time) on the dealing day immediately
following the Calculation Day, TU Acquisitions will announce
the Share Alternative Ratio and state that, in the
absence of unforseen circumstances, it intends to declare the
Texas Utilities Offer unconditional in all respects on the
date falling two dealing days following such announcement.
During such two dealing day period, any person who has tendered
his Energy Group Securities will continue to be entitled to
withdraw his acceptance and, at any time before the end of that
period or the Subsequent Offer Period, may retender his Energy
Group Securities under either the cash or limited share
alternative using a new Acceptance Form (which he may obtain
from the United Kingdom Receiving Agent or the US Depository).
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
Tony Durrant
Mark Bentley
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 for
Lehman Brothers Inc. and Merrill Lynch & Co., respectively, for
the purposes of making the Texas Utilities Offer in the
Unites States.
