<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Rule 14(d)(1) Under The
Securities Exchange Act of 1934
COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. -
BOLIVIAN POWER COMPANY LIMITED
- --------------------------------------------------------------------------------
(Name of Subject Company)
TOSLI ACQUISITION B.V.
TOSLI INVESTMENTS N.V.
NRG ENERGY, INC.
NORDIC POWER INVEST AB
VATTENFALL AB
- --------------------------------------------------------------------------------
(Bidders)
Common Shares, without nominal or par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
204425 102
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
David H. Peterson
Compania Boliviana de Energia Electrica S.A. -
Bolivian Power Company Limited
Obrajes, Ave. Hernando Siles #5635
Entre Calles 10 y 11
La Paz, Bolivia
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
with a copy to:
Frank Voigt, Esq.
Dorsey & Whitney LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, Minnesota 55402
(612) 340-2781
<PAGE> 2
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee**
- -------------------------------------------------------------------------------
<S> <C>
$84,051,500 $16,810
- --------------------------------------------------------------------------------
</TABLE>
* For purposes of calculating the filing fee only. Assumes the purchase
of 4,202.575 common shares (the "Shares") at a purchase price of U.S.
$20.00 net per Share in cash. Such number of Shares represents all the
Shares outstanding as of March 31, 1999.
** The amount of the filing fee, calculated in accordance with Rule
0-11(d) under the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate cash offered by the bidder.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount Previously Paid: $16,810 Filing Parties: Tosli Acquisition B.V.
Tosli Investments N.V.
NRG Energy, Inc.
Nordic Power Invest AB
Vattenfall AB
Form or Registration No.: Schedule 13E-3 Date Filed: August 26, 1999
- 2 -
<PAGE> 3
TENDER OFFER
This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1
(this "Statement") relates to the offer by Tosli Acquisition B.V., a Netherlands
private limited liability company (the "Purchaser") and a wholly-owned
subsidiary of Tosli Investments N.V., a Netherlands public limited liability
company ("Tosli") that is equally owned, through subsidiaries, by NRG Energy,
Inc., a Delaware corporation ("NRG") and a wholly-owned subsidiary of Northern
States Power Company, a Minnesota corporation ("NSP"), and Nordic Power Invest
AB, a Swedish corporation ("NPI") and a wholly-owned subsidiary of Vattenfall
AB, a Swedish corporation ("Vattenfall") that is wholly-owned by the State of
Sweden, to purchase all of the outstanding common shares (the "Shares"), without
nominal or par value, of Compania Boliviana de Energia Electrica S.A. - Bolivian
Power Company Limited, a Nova Scotia corporation (the "Company"), at a purchase
price of U.S. $20.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated August 26,
1999 (the "Offer to Purchase"), and in the related Letter of Transmittal, which,
as amended from time to time, together constitute the "Offer," and the
Supplement to the Offer to Purchase, dated October 26, 1999 (the "Supplement"),
a copy of which is attached hereto as Exhibit (a)(9).
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Compania Boliviana de Energia
Electrica S.A. -- Bolivian Power Company Limited, a Nova Scotia corporation,
which has its principal executive offices at Av. Hernando Siles 5635, Obrajes,
La Paz, Bolivia.
(b) The class of equity securities being sought is the Company's common
shares, without nominal or par value. The information set forth on the cover
page and in the "INTRODUCTION" of the Offer to Purchase is incorporated herein
by reference.
(c) The information set forth in Section 5 "THE OFFER - Price Range of
Shares; Dividends" of the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Statement is being filed by Purchaser, Tosli, NRG, NPI
and Vattenfall. The information set forth in Section 7 "THE OFFER - Certain
Information Concerning the Purchaser, Tosli, NRG, NPI, Vattenfall and NSP" and
Schedule A of the Offer to Purchase is incorporated herein by reference.
(e) and (f) During the last five years, neither Purchaser, Tosli, NRG, NPI
nor Vattenfall, nor, to the best of their knowledge, any of the individuals
listed in Schedule A of the Offer to Purchase has (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth in Section 7 "THE OFFER - Certain
Information Concerning the Purchaser, Tosli, NRG, NPI, Vattenfall and NSP,"
Section 1 "SPECIAL FACTORS - Background of the Offer; Agreements" and Section 2
"SPECIAL FACTORS - Purposes of the Offer; Plans for the Company" of the Offer to
Purchase, each as amended and supplemented, is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in the "INTRODUCTION" and Section 8 "THE
OFFER - Source and Amount of Funds" of the Offer to Purchase is incorporated
herein by reference.
- 3 -
<PAGE> 4
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(e) The information set forth in the "INTRODUCTION," Section 1 "SPECIAL
FACTORS - Background of the Offer; Agreements" and Section 2 "SPECIAL FACTORS -
Purpose of the Offer; Plans for the Company" of the Offer to Purchase is
incorporated herein by reference.
(f)-(g) The information set forth in the "INTRODUCTION" and Section 3
"SPECIAL FACTORS - Effect of the Offer on the Market for the Shares; Termination
of Exchange Act Registration" of the Offer to Purchase is incorporated herein by
reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth in the "INTRODUCTION," Section 7 "THE
OFFER - Certain Information Concerning the Purchaser, Tosli, NRG, NPI,
Vattenfall and NSP," Section 1 "SPECIAL FACTORS - Background of the Offer;
Agreements," Section 2 "SPECIAL FACTORS - Purposes of the Offer; Plans for the
Company" and Schedule A of the Offer to Purchase is incorporated herein by
reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the "INTRODUCTION," Section 7 "THE OFFER -
Certain Information Concerning Purchaser, Tosli, NRG NPI, Vattenfall and NSP,"
Section 8 "THE OFFER - Source and Amount of Funds," Section 1 "SPECIAL FACTORS -
Background of the Offer," Section 2 "SPECIAL FACTORS - Purposes of the Offer;
Plans for the Company," and Schedule A of the Offer to Purchase is incorporated
herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the "INTRODUCTION" of the Offer to Purchase is
incorporated herein by reference.
Except as set forth above, none of the bidders or any person acting on its
or their behalf has or currently intends to employ, retain or compensate any
person to make solicitations or recommendations on its or their behalf in
connection with the Offer.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 7 "THE OFFER - Certain Information
Concerning Purchaser, Tosli, NRG NPI, Vattenfall and NSP" of the Offer to
Purchase is incorporated herein by reference.
The incorporation by reference herein of the above-referenced financial
information does not constitute an admission that such information is material
to a decision by a security holder of the Company whether to sell, tender or
hold securities being sought in the Offer.
ITEM 10. ADDITIONAL INFORMATION.
(a) Except as disclosed in Items 3 and 7 above, there are no present or
proposed material contracts, arrangements, understandings or relationships
between the Purchaser, Tosli, NRG, NPI and Vattenfall, or to the best knowledge
of the Purchaser, Tosli, NRG, NPI and Vattenfall, any of the persons listed in
Schedule A of the Offer to Purchase, and the Company, or any of its executive
officers, directors, controlling persons or subsidiaries.
(b)-(d) The information set forth in Section 10 "THE OFFER - Certain Legal
Matters; Regulatory Approval" of the Offer to Purchase is incorporated herein by
reference.
(e) None.
(f) Reference is hereby made to the Offer to Purchase, the Supplement, and
the related Letter of Transmittal,
- 4 -
<PAGE> 5
copies of which are attached hereto as Exhibits (a)(1), (a)(2) and (a)(9),
respectively, and which are incorporated herein in their entirety by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated August 26, 1999.**
(a)(2) Form of Letter of Transmittal.**
(a)(3) Form of Notice of Guaranteed Delivery.**
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees.**
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees.**
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.**
(a)(7) Form of Notice of Offer to Purchase.**
(a)(8) Press Release issued by the Company, dated August 26, 1999.**
(a)(9) Supplement to Offer to Purchase dated October 26, 1999.*
(a)(10) Press Release issued by the Company, dated September 27, 1999.*
(a)(11) Press Release issued by the Company, dated October 26, 1999.*
(b) None
(c)(1) Employment Agreement of Roger J. Dupuis, dated October 7, 1996
(incorporated by reference to the Company's Form 10-K for the year
ended December 31, 1996). **
(c)(2) Employment Agreement of Roland C. Gibson, dated October 7, 1996
(incorporated by reference to the Company's Form 10-K for the year
ended December 31, 1996).**
(c)(3) Stockholders Agreement dated as of December 13, 1996, by and between
NRG Energy, Inc. and Nordic Power Invest AB (incorporated by reference
to the Company's Form 8-K dated December 19, 1986).**
(c)(4) Credit Agreement dated as of August 1, 1997, by and between the
Company and Corporacion Andina de Fomento. (incorporated by reference
to the Company's Form 10-Q for the quarter ended June 30, 1990).**
(c)(5) Stockholder Maintenance Agreement dated August 1, 1997, by and among
NRG Energy, Inc., Nordic Power Invest AB and Corporation Andina de
Fomento (incorporated by reference to the Company's Form 10-Q for the
quarter ended June 30, 1990).**
(c)(6) Form of Pledge Agreement dated as of August 1, 1997, by and among
the Company, Corporacion Andina de Fomento and United States Trust
Company of New York (incorporated by reference to the Company's Form
10-Q for the quarter ended June 30, 1997).**
(c)(7) Form of Subsidiary Guaranty dated as of August 1, 1997, by and
among the Company, Corporacion Andina de Fomento and all Restricted
Subsidiaries of the Company made a party to the Agreement by execution
of a Joinder to Guaranty in the form attached thereto (incorporated by
reference to the Company's Form 10-Q for the quarter ended June 30,
1997).**
(c)(8) Form of Indenture dated as of August 1, 1997, by and between the
Company and Corporacion Andina de Fomento (incorporated by reference
to the Company's Form 10-Q for the quarter ended June 30, 1997).**
- 5 -
<PAGE> 6
(c)(9) Development Services Agreement, dated October 9, 1998, between
Cobee Development LLC and the Company (incorporated by reference to
the Company's Form 10-K for the year ended December 31, 1998).**
(d) None
(e) Not applicable.
(f) Not applicable.
* Filed herewith.
** Previously filed.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: October 26, 1999 Tosli Acquisition B.V.
By: /S/ Valorie A. Knudsen
----------------------------------
Valorie A. Knudsen
Director of Tosli Investments N.V.
And By: /S/ Gunnar Vallin
-------------------------------
Gunnar Vallin
Director of Tosli Investments N.V.
Tosli Investments N.V.
By: /S/ Valorie A. Knudsen
-----------------------------------
Valorie A. Knudsen
Director
And By: /S/ Gunnar Vallin
-------------------------------
Gunnar Vallin
Director
NRG Energy, Inc.
By: /S/ Valorie A. Knudsen
-----------------------------------
Valorie A. Knudsen
Vice President, Corporate Strategy
and Emerging Markets
- 6 -
<PAGE> 7
Nordic Power Invest AB
By: /S/ Gunnar Vallin
-----------------------------------
Gunnar Vallin
President
Vattenfall AB
By: /S/ Gunnar Vallin
-----------------------------------
Gunnar Vallin
Senior Vice President
- 7 -
<PAGE> 8
EXHIBIT INDEX
(a)(1) Offer to Purchase dated August 26, 1999.**
(a)(2) Form of Letter of Transmittal.**
(a)(3) Form of Notice of Guaranteed Delivery.**
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees.**
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees.**
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.**
(a)(7) Form of Notice of Offer to Purchase.**
(a)(8) Press Release issued by the Company, dated August 26, 1999.**
(a)(9) Supplement to Offer to Purchase, dated October 26, 1999.*
(a)(10) Press Release issued by the Company, dated September 27, 1999.*
(a)(11) Press Release issued by the Company, dated October 26, 1999.*
(b) None
(c)(1) Employment Agreement of Roger J. Dupuis, dated October 7,
1996 (incorporated by reference to the Company's Form 10-K for the
year ended December 31, 1996). **
(c)(2) Employment Agreement of Roland C. Gibson, dated October 7, 1996
(incorporated by reference to the Company's Form 10-K for the year
ended December 31, 1996).**
(c)(3) Stockholders Agreement dated as of December 13, 1996, by and between
NRG Energy, Inc. and Nordic Power Invest AB (incorporated by reference
to the Company's Form 8-K dated December 19, 1986).**
(c)(4) Credit Agreement dated as of August 1, 1997, by and between the
Company and Corporacion Andina de Fomento. (incorporated by reference
to the Company's Form 10-Q for the quarter ended June 30, 1990).**
(c)(5) Stockholder Maintenance Agreement dated August 1, 1997, by and
among NRG Energy, Inc., Nordic Power Invest AB and Corporation
Andina de Fomento (incorporated by reference to the Company's
Form 10-Q for the quarter ended June 30, 1990).**
(c)(6) Form of Pledge Agreement dated as of August 1, 1997, by and among
the Company, Corporacion Andina de Fomento and United States
Trust Company of New York (incorporated by reference to the
Company's Form 10-Q for the quarter ended June 30, 1997)**
(c)(7) Form of Subsidiary Guaranty dated as of August 1, 1997, by and
among the Company, Corporacion Andina de Fomento and all
Restricted Subsidiaries of the Company made a party to the
Agreement by execution of a Joinder to Guaranty in the form
attached thereto (incorporated by reference to the Company's Form
10-Q for the quarter ended June 30, 1997).**
(c)(8) Form of Indenture dated as of August 1, 1997, by and between the
Company and Corporacion Andina de Fomento (incorporated by
reference to the Company's Form 10-Q for the quarter ended June
30, 1997).**
(c)(9) Development Services Agreement, dated October 9, 1998, between
Cobee Development LLC and the Company (incorporated by reference
to the Company's Form 10-K for the year ended December 31,
1998).**
- 8 -
<PAGE> 9
(d) None
(e) Not applicable.
(f) Not applicable.
* Filed herewith.
** Previously filed.
- 9 -
<PAGE> 1
SUPPLEMENT TO OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES OF
COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. --
BOLIVIAN POWER COMPANY LIMITED
AT
U.S. $20.00 NET PER SHARE
BY
TOSLI ACQUISITION B.V.
A WHOLLY-OWNED SUBSIDIARY OF
TOSLI INVESTMENTS N.V.
THE PRINCIPAL SHAREHOLDER OF THE COMPANY
THE OFFER AND WITHDRAWAL RIGHTS HAS BEEN EXTENDED SUCH THAT THE OFFER WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 8, 1999, UNLESS THE
OFFER IS FURTHER EXTENDED.
THIS SUPPLEMENT, DATED OCTOBER 26, 1999, SUPPLEMENTS AND AMENDS THE OFFER
TO PURCHASE, DATED AUGUST 26, 1999, RELATING TO THE PROPOSED OFFER TO PURCHASE
FOR CASH ALL OUTSTANDING COMMON SHARES, WITHOUT NOMINAL OR PAR VALUE, OF
COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. -- BOLIVIAN POWER COMPANY LIMITED,
A NOVA SCOTIA CORPORATION (THE "COMPANY"), FOR A CASH PRICE OF U.S. $20.00 NET
PER SHARE. THIS SUPPLEMENT, WHICH SHOULD BE READ IN CONJUNCTION WITH THE OFFER
TO PURCHASE, IS BEING PROVIDED TO GIVE YOU CERTAIN ADDITIONAL INFORMATION. THE
MATERIAL TERMS OF THE OFFER HAVE NOT BEEN CHANGED, OTHER THAN TO EXTEND THE DATE
FOR TENDERING YOUR SHARES FROM OCTOBER 25, 1999 TO NOVEMBER 8, 1999. YOU MAY
CONTINUE TO USE THE LETTER OF TRANSMITTAL AND PROCEDURES FOR TENDERING
PREVIOUSLY DELIVERED TO YOU. CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE
DEFINED HAVE THE MEANINGS ASCRIBED TO THEM IN THE OFFER TO PURCHASE.
-------------------------
IMPORTANT
QUESTIONS OR REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE INFORMATION
AGENT AT THE ADDRESS AND TELEPHONE NUMBERS SET FORTH ON THE BACK COVER OF THIS
SUPPLEMENT. ADDITIONAL COPIES OF THIS SUPPLEMENT, THE OFFER TO PURCHASE, THE
LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY ALSO BE OBTAINED
FROM THE INFORMATION AGENT OR BROKERS, DEALERS, COMMERCIAL BANKS OR TRUST
COMPANIES.
-------------------------
October 26, 1999
<PAGE> 2
TO THE HOLDERS OF COMMON SHARES OF
COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. -- BOLIVIAN POWER COMPANY LIMITED:
The Offer to Purchase is amended and supplemented as follows:
1. The captions in the Offer to Purchase were rearranged as follows:
INTRODUCTION
SPECIAL FACTORS
1. Background of the Offer; Agreements
2. Purposes of the Offer; Plans for the Company
3. Effect of the Offer on the Market for the Shares; Termination of Exchange
Act Registration
4. Certain Income Tax Consequences of the Offer
THE OFFER
1. Terms of the Offer, Expiration Date
2. Acceptance for Payment and Payment
3. Procedure for Tendering Shares
4. Withdrawal Rights; Possible Purchase of Shares Not Tendered
5. Price Range of Shares; Dividends
6. Certain Information Concerning the Company
7. Certain Information Concerning the Purchaser, Tosli, NRG, NPI, Vattenfall
and NSP
8. Source and Amounts of Funds
9. Certain Conditions to the Offer
10. Certain Legal Matters; Regulatory Approvals
11. Fees and Expenses
12. Miscellaneous
Schedule A
2. The first paragraph under "SPECIAL FACTORS -- 1. Background of the
Offer; Agreements -- Background of the Offer" is hereby amended to insert the
following sentence at the end thereof:
"The alternatives considered included (i) a short-form merger or
consolidation and (ii) an issuer tender offer. After assessing the various
alternatives, the Company determined that the going private transaction was
superior to the other alternatives in terms of providing the Stockholders
with liquidity. Specifically, the first option would force the Stockholders
to exchange their Shares without providing them with any other options and
would require that the Company reincorporate in the state of Delaware which
would in turn jeopardize the Company's Bolivian concession. The second
option would have prevented Tosli from acquiring the remaining shares under
Nova Scotia law."
3. Following the third paragraph under "SPECIAL FACTORS -- 1. Background of
the Offer; Agreements -- Background of the Offer" we have added the following
new paragraphs:
"After discussion by the full Board, all but two of whose members are
representatives of NPI and NRG (see Schedule A), the Members of the Board
decided to defer a determination of the fairness of a U.S. $20.00 Offer
Price pending review of additional information concerning the current value
of the Company's Shares. Thereafter certain representatives of NRG serving
as Members of the Board obtained
<PAGE> 3
and reviewed additional information relating to the implied market value of
the Company's Shares based on actual and forecasted results, current market
comparables and current economic factors. This information was then
presented to the other Board Members.
The additional information reviewed included (i) certain information
relating to the business, financial condition and operations of the
Company; (ii) certain internal financial planning information of the
Company; (iii) certain financial and other securities data relating to the
Company and other publicly traded South American utility companies deemed
similar to the Company or representative of the business sector in which
the Company operates, consisting of: Endesa Chile, Gener, Central Puerto
and Costanera (the "Selected Companies").
As part of the analysis various financial multiples and ratios based
on published stock prices for each of the Selected Companies were
calculated and compared. The following were factors considered with respect
to the Selected Companies based on year-to-date earnings:
- the ratio of firm value to earnings before interest, taxes,
depreciation and amortization ratios, where firm value equals
equity value plus straight debt, minority interest, straight
preferred stock, all out-of-money convertibles, less investments
in unconsolidated affiliates and cash, which ranged from 3.2x to
11.3x;
- the ratio of equity market value to net income, which ranged from
0.0 to 12.1x;
- the ratio of equity market value to book value, which ranged from
0.6x to 1.2x;
- the ratio of equity value to megawatt hours of electricity sold,
which ranged from $54 to $499; and
- the ratio of equity value to generating capacity, which ranged
from $348 to $1,868.
These calculations yielded an implied value of the Company's Shares in
the range of $11.50 to $19.50, with a mid-point of $16.00 per share.
The information relied on for these calculations was not independently
reviewed by the Board for accuracy and was relied on as being complete in all
respects. In the analysis provided to the Board as to the implied value of the
Company's Shares, no single analysis or factor was relied upon nor were relative
weights assigned to the analysis or factors used. Accordingly, an analysis of
the results is not mathematical; rather, it involves complex considerations and
judgments concerning differences in the various characteristics of the Selected
Companies and other factors that could affect the nature of the comparisons of
the Selected Companies to which the Company was compared."
4. Following the fourth paragraph under "SPECIAL FACTORS -- 1. Background
of the Offer; Agreements -- Background of the Offer" we have added the following
new paragraphs:
"The Offer was determined to be procedurally fair because, among other
things:
(i) the Board has two directors who are not affiliates of NRG or NPI,
shareholders of Tosli;
(ii) the Board reviewed the business and financial condition of the
Company; and
(iii) the deliberations pursuant to which the Board evaluated the
Offer.
FORWARD-LOOKING INFORMATION
Certain information included in this Offer contains statements that are
forward-looking. Such forward-looking information involves risks and
uncertainties that could significantly affect anticipated results in the future
and, accordingly, such results may differ from those expressed in any
forward-looking statements made by or on behalf of the Company."
<PAGE> 4
5. The first paragraph under "THE OFFER -- 4. Withdrawal Rights; Possible
Purchase of Shares Not Tendered -- Possible Purchase of Shares Not Tendered" is
hereby replaced in its entirety by inserting the following in lieu thereof:
"The Companies Act of the Province of Nova Scotia, under which the
Company was incorporated, provides in substance (in Section 132) that if,
at the conclusion of a tender offer for all of the outstanding securities
of a company (the "Transferor Company") that has been held open for tenders
for a period of at least four months, tenders are received and accepted for
at least 90% of the Transferor Company's outstanding shares, the party
acquiring shares in the tender offer (the "Transferee Company") may, within
four months after the termination of the tender offer, give notice to
non-tendering holders of shares, that it desires to purchase all of such
shares for the same per-share consideration paid in the tender offer. If
such notice is given by the Transferee Company, unless upon application by
a non-tendering shareholder to a court of competent jurisdiction stating
that the Transferee Company is not entitled to the benefits of Section 132
and, within one month following such notice such court orders otherwise,
the Transferee Company will have the right and become bound to acquire the
shares not tendered for that consideration. At the end of the one-month
period (or such later date as a court to whom application has been made
makes its final determination), the Transferee Company must transfer to the
Transferor Company the funds necessary to purchase the shares not tendered,
to be held in trust for the benefit of the holders of such shares. Upon the
transfer of such funds, the Transferee Company will become the holder of
record of such shares. Apart from the application process described herein,
non-tendering shareholders do not possess any other rights, including
dissenters rights."
Dated: October 26, 1999 Tosli Acquisition B.V.
By: /s/ VALORIE A. KNUDSEN
-------------------------------------
Valorie A. Knudsen
Director of Tosli Investments N.V.
And By: /s/ GUNNAR VALLIN
-----------------------------------
Gunnar Vallin
Director of Tosli Investments N.V.
<PAGE> 5
THE DEPOSITARY FOR THE OFFER IS:
U.S. BANK TRUST NATIONAL ASSOCIATION
<TABLE>
<S> <C>
By Hand: By Mail or Overnight Courier:
U.S. Bank Trust National Association U.S. Bank Trust National Association
Attention: Corporate Trust Department U.S. Bank Trust Center
100 Wall Street -- 20th Floor Attention: Specialized Finance Department
New York, New York 10005 180 East Fifth Street, Suite 200
St. Paul, Minnesota 55101
By Facsimile Transmission:
(For Eligible Institutions Only)
Telecopier Number: (651) 244-1537
Confirm Receipt of Facsimile by Telephone Only:
Telephone Number: (651) 244-5172
</TABLE>
Any questions or requests for assistance or additional copies of this Offer
to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Information Agent at its telephone number and location listed
below. You may also contact your broker, dealer, commercial bank or trust
company or nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
156 5th Avenue
New York, New York 10010
Banks and Brokers Call Collect: (212) 929-5500
All Others Call Toll Free: (800) 322-2885
<PAGE> 1
PRESS RELEASE SEPTEMBER 27, 1999
TOSLI ACQUISITION B.V. EXTENDS TENDER OFFER FOR COMPANIA BOLIVIANA DE ENERGIA
ELECTRICA S.A. - BOLIVIAN POWER COMPANY LIMITED'S STOCK TO OCTOBER 25, 1999
New York, New York - September 27, 1999. Today, Compania Boliviana de Energia
Electrica S.A. - Bolivian Power Company Limited (the "Company") announced that
the tender offer of Tosli Acquisition B.V. ("Tosli") for all outstanding shares
of the Company's common stock has been extended until 12:00 Midnight, New York
City time, on Monday, October 25, 1999.
According to Tosli and the Company, the tender offer has been extended to
provide the shareholders additional time to tender their shares. In addition,
supplemental information will be promptly forwarded to the shareholders of the
Company when it becomes available.
Tosli's tender offer was scheduled to expire at Midnight, New York City time, on
Friday, September 24, 1999. According to the Company's Form 10-Q for the period
ended June 30, 1999, as of August 11, 1999, 4,202,575 shares were issued and
outstanding, and 9,700 shares were reserved for issuance pursuant to employee
stock options. The Depositary for the offer, U.S. Bank Trust National
Association, has advised Tosli that 38,670 outstanding shares of the Company
have been tendered as of the close of business on Thursday, September 23, 1999.
For more information, reporters may contact the Information Agent:
MACKENZIE PARTNERS, INC.
156 5th Avenue
New York, New York 10010
(800) 322-2885
<PAGE> 1
PRESS RELEASE OCTOBER 26, 1999
TOSLI ACQUISITION B.V. EXTENDS TENDER OFFER FOR COMPANIA BOLIVIANA de ENERGIA
ELECTRICA S.A. - BOLIVIAN POWER COMPANY
LIMITED'S STOCK TO NOVEMBER 8, 1999
New York, New York -October 26, 1999. Today, Compania Boliviana de Energia
Electrica S.A. - Bolivian Power Company Limited (the "Company") announced that
the tender offer of Tosli Acquisition B.V. ("Tosli") for all outstanding shares
of the Company's common stock has been extended until 12:00 Midnight, New York
City time, on Monday, November 8, 1999.
Tosli's tender offer was scheduled to expire at Midnight, New York City time, on
Monday, October 25, 1999. The Depositary for the offer, U.S. Bank Trust National
Association, has advised Tosli that 82,505 outstanding shares of the Company
have been tendered as of the close of business on Friday, October 22, 1999.
For more information, reporters may contact the Information Agent:
MACKENZIE PARTNERS, INC.
156 5th Avenue
New York, New York 10010
(800) 322-2885
