<PAGE> 1
As filed with the Securities and Exchange Commission on October 26, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13E-3
TRANSACTION STATEMENT PURSUANT TO RULE 13E-3
UNDER SECTION 13 (E) OF THE SECURITIES EXCHANGE ACT OF 1934
COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A.-
BOLIVIAN POWER COMPANY LIMITED
------------------------------
(Name of Issuer)
Compania Boliviana de Energia Electrica S.A.-
Bolivian Power Company Limited
Tosli Acquisition B.V.
Tosli Investments N.V.
NRG Energy, Inc.
Nordic Power Invest AB
Vattenfall AB
------------------------------
(Name of Person(s) Filing Statement)
Common Stock Without Nominal or
Par Value
------------------------------
(Title of Class of Securities)
204425 102
------------------------------
(CUSIP Number of Class of Securities)
David H. Peterson
Chairman Of the Board and Chief Executive Officer
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 Notice and
Communications on Behalf of Person(s) Filing Statement)
Copy To:
Frank Voigt, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Pillsbury Center South
Minneapolis, MN 55402-1498
(612) 340-2781
<PAGE> 2
This statement is filed in connection with (check the appropriate box):
|X| a. The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1],
Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c)
[ss.240.13e-3(c)] under the Securities Exchange Act of 1934.
|_| b. The filing of a registration statement under the Securities
Act of 1933.
|X| c. A tender offer
|_| d. None of the above.
Check the following box if the soliciting materials or information statement
referred to in check box (a) are preliminary copies: |_|
<TABLE>
<CAPTION>
CALCULATION OF FILING FEE
===============================================================================
TRANSACTION VALUATION * AMOUNT OF FILING FEE
<S> <C>
$84,051,500 $16,810
===============================================================================
</TABLE>
* For purposes of calculating fee only. This amount assumes the purchase at a
price of U.S. $20.00 net per share of 4,202,575 outstanding shares of
Company Common Stock. The amount of the filing fee, calculated in
accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934,
as amended, equals 1/50th of one percent of the value of the shares
purchased.
|_| CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED IN 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 SCHEDULE
AND THE DATE OF ITS FILING.
Amount Previously Paid: $16,810
Form or Registration No.: 13E-3
Filing Parties: Compania Boliviana de Energia Electrica S.A.-
Bolivian Power Company Limited
Tosli Acquisition B.V.
Tosli Investments N.V.
NRG Energy, Inc.
Nordic Power Invest AB
Vattenfall AB
Date Filed: August 26, 1999
-2-
<PAGE> 3
AMENDED
CROSS REFERENCE SHEET
(PURSUANT TO GENERAL INSTRUCTION F TO SCHEDULE 13E-3)
INTRODUCTION
This Amendment No. 1 to Rule 13E-3 Transaction Statement is being filed
in connection with an 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 and a wholly-owned limited liability subsidiary of Northern States
Power Company, a Minnesota corporation, and Nordic Power Invest AB, a Swedish
corporation, and a wholly-owned subsidiary of Vattenfall AB, a Swedish
corporation that is wholly-owned by the State of Sweden, to purchase all the
outstanding common shares (the "Shares"), without nominal or par value, of
Compania Boliviana de Energia Electrica S.A. - Bolivian Power Company Limited
(the "Company"), at a purchase price of U.S. $20.00 per Share, net to the Seller
in cash, without interest (the "Offer Price"), pursuant to the terms and
conditions of 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 Offer to
Purchase, dated October 26, 1999 (the "Supplement"), a copy of which is attached
hereto as Exhibit (d)(10).
All valid tenders not withdrawn prior to the Expiration Date (as
defined in Section 1 of "THE OFFER -" in the Offer to Purchase) will be
accepted. If at the Expiration Date, it is determined that valid tenders
representing at least 90% of the number of non-affiliate Shares outstanding on a
fully-diluted basis have been or are likely to be received and accepted, the
Purchaser, in its sole discretion may extend the Offer. If 90% of such
non-affiliate Shares are tendered and accepted, the Purchaser intends to extend
the period of time for which the Offer is open for an additional three months,
Tosli, which owns 4,030,762 Shares (96.6% of the currently outstanding Shares),
intends to tender all of such Shares, and in the event Tosli tenders its Shares,
all Shares not tendered will be purchased pursuant to Nova Scotia law, at the
Offer Price.
If at the Expiration Date, a sufficient number of valid tenders have
been accepted to reduce the number of record holders of the Shares to less than
300, the Company intends to deregister the Shares with the United States
Securities and Exchange Commission (the "Commission"), and cease filing reports
and other information which the Company is currently required to file with the
Commission under the requirements of the Securities Exchange Act of 1934, as
amended. All valid tenders will be accepted as they are received.
This amended Cross Reference Sheet is being supplied pursuant to
General Instruction F of Schedule 13E-3 and shows the location in the Company's
Amendment No. 1 to Schedule 14D-1, concurrently being filed with the Commission
in connection with the Offer, of information required to be included in response
to items of this amended Statement. A copy of Amendment No. 1 to Schedule 14D-1
is attached hereto as Exhibit (d)(12). The information in Schedule Amendment No.
1 to 14D-1, including all exhibits thereto, is hereby expressly incorporated
herein by reference and the responses to each item are qualified in their
entirety by the provisions of Amendment No. 1 to Schedule 14D-1. All information
in, or incorporated by reference in Amendment No. 1 to Schedule 14D-1 or this
Statement concerning the Company, or actions or events with respect to the
Company, was provided by the Company, and all information in, or incorporated by
reference in Amendment No. 1 to Schedule 14D-1 or this amended Statement
concerning the Purchaser or its affiliates, or actions or events with respect to
any of them, was provided by the Purchaser.
Amendment No. 1 to Schedule 14D-1 is incorporated by reference in this
filing. In addition, the information in this amended Schedule is intended to be
solely for the information and use of the Commission, and should not be relied
upon by any other person for any purpose. Capitalized terms used but not defined
in this amended Statement shall have the respective meanings given them in
Amendment No. 1 to Schedule 14D-1.
-3-
<PAGE> 4
<TABLE>
<CAPTION>
AMENDMENT NO. 1 TO SCHEDULE 13E-3 RESPONSE AND/OR LOCATION IN AMENDMENT NO. 1 TO SCHEDULE
- --------------------------------- -------------------------------------------------------
ITEM NUMBER AND CAPTION 14D-1
- ----------------------- -----
<S> <C>
ITEM 1. ISSUER AND CLASS OF SECURITY
SUBJECT TO THE TRANSACTION.
(a) - (d) Item 1. Security and Subject Company.
(e) - (f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (g) Item 2. Identity and Background.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR
NEGOTIATIONS.
(a) - (b) Item 3. Past Contacts, Transactions or Negotiations with the
Subject Company.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Item is omitted from Amendment No.1 to Schedule 14D-1.
(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER
OR AFFILIATE.
(a) - (f) Item 5. Purpose of the Tender Offer and Plans or Proposals of
Bidder.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION.
(a) - (b) Item 4. Source and Amount of Funds or Other Consideration.
(c) - (d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES,
REASONS AND EFFECTS.
(a) - (c) Item 5. Purpose of the Tender Offer and Plans or Proposals of the
Bidder.
(d) Item 5. Purpose of the Tender Offer and Plans or Proposals of the
Bidder, except that a discussion on the federal income tax consequences
of the Company, its affiliates and unaffiliated security holders is
omitted from Amendment No. 1 to Schedule 14D-1.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) - (b); (e) Item 5. Purpose of the Tender Offer and Plans or Proposals of
Bidder.
(c) Not applicable.
(d) Not applicable.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS
AND CERTAIN NEGOTIATIONS.
(a) - (c) Item 8. Persons Retained, Employed or to be Compensated.
</TABLE>
-4-
<PAGE> 5
<TABLE>
<S> <C>
ITEM 10. INTEREST IN SECURITIES OF THE
ISSUER.
(a) - (b) Item 6. Interest in Securities of the Subject Company.
ITEM 11. CONTRACTS, ARRANGEMENTS OR
UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
Item 7. Contracts, Arrangements, Understandings or
Relationships With Respect to the Subject Company's Securities.
ITEM 12. PRESENT INTENTION AND
RECOMMENDATION OF CERTAIN PERSONS
WITH REGARD TO THE TRANSACTION.
(a) - (b) Item 5. Purpose of the Tender Offer and Plans or Proposals of the
Bidder.
ITEM 13. OTHER PROVISIONS OF THE
TRANSACTION.
(a) - (c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) Item 9. Financial Statements of Certain Bidders.
(b) Not applicable.
ITEM 15. PERSON AND ASSETS EMPLOYED,
RETAINED OR UTILIZED.
(a) Not applicable.
(b) Item 8. Persons Retained, Employed or to Be Compensated.
ITEM 16. ADDITIONAL INFORMATION.
Item 10. Additional Information.
ITEM 17. EXHIBITS.
Item 11. Material to Be Filed as Exhibits.
</TABLE>
-5-
<PAGE> 6
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a)-(d) The information set forth in Item 1 "Security and Subject
Company" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by
reference.
(e) There have been no underwritten public offerings of the Shares for
cash registered under the Securities Act or exempt from registration thereunder
pursuant to Regulation A.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
The Company (which is the issuer of the class of equity securities that
is the subject of the Rule 13e-3 transaction), Tosli Acquisition B.V., Tosli
Investments N.V., NRG Energy, Inc., Nordic Power Invest AB, and Vattenfall AB.
(a)-(g) The information set forth in Item 2 "Identity and Background"
of Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth in Item 3 "Past Contacts,
Transactions or Negotiations with the Subject Company" of Amendment No. 1 to
Schedule 14D-1 is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) See Exhibit (99)(1) hereto.
(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER.
(a) - (f) The information set forth in Item 5 "Purpose of the Tender
Offer and Plans and Proposals of Bidder" of Amendment No. 1 to Schedule 14D-1 is
incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) - (b) The information set forth in Item 4 "Source and Amount of
Funds or Other Consideration" of Amendment No. 1 to Schedule 14D-1 is
incorporated herein by reference.
(c) - (d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) - (d) The information set forth in Item 5 "Purpose of the Tender
Offer and Plans and Proposals of Bidder" of Amendment No. 1 to Schedule 14D-1 is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) - (b) Purchaser reasonably believes that the Rule 13E-3 transaction
is fair to unaffiliated shareholders. The information set forth in Item 5
"Purpose of the Tender Offer and Plans and Proposals of Bidder" of Amendment No.
1 to Schedule 14D-1 is incorporated herein by reference. See also Exhibit 99(4).
(c) The transaction was not structured so that approval of at least a
majority of unaffiliated security holders is required.
-6-
<PAGE> 7
(d) A majority of non-employee directors of the Company have not
retained an unaffiliated representative to act solely on the behalf of any
unaffiliated holder of Shares.
(e) The Rule 13E-3 transaction was approved by a majority of
independent directors.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(b) The information set forth in Item 8 "Persons Retained, Employed
or to Be Compensated" of Amendment No. 1 to Schedule 14 D-1 is incorporated
herein by reference.
(c) The information set forth in Item 11 "Material to Be Filed as
Exhibits," is incorporated herein by reference. These documents shall be made
available for inspection and copying at the principal executive offices of the
issuer or affiliate during its regular business hours by any interested equity
security holder of the issuer or his representative who has been so designated
in writing. A copy of these documents will be transmitted by the issuer or
affiliate to any interested equity security holder of the issuer or his
representative who has been so designated in writing upon written request and at
the expense of the requesting security holder.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) The information set forth in Item 6 "Interest in Securities
of the Subject Company" of Amendment No. 1 to Schedule 14D-1 is incorporated
herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in Item 7 "Contracts, Arrangements,
Understandings or Relationships With Respect to the Subject Company's
Securities" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by
reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTIONS.
(a) - (b) The information set forth in Item 5 "Purpose of the Tender
Offer and Plans and Proposals of Bidder" of Amendment No. 1 to Schedule 14D-1 is
incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) Appraisal rights are not afforded to the holders of Shares under
applicable law or the articles of association of the Company with respect to the
Offer.
(b) - (c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in Item 9 "Financial Statements of
Certain Bidders" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by
reference. See also Exhibits (99)(2) and (99)(3) hereto.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Not applicable.
(b) The information set forth in Item 8 "Persons Retained, Employed or
to Be Compensated" of Amendment No. 1 to Schedule 14D-1 is incorporated herein
by reference.
-7-
<PAGE> 8
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in Item 10 "Additional Information" of
Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) (a)(1) Not applicable
(b) (b)(1) Not applicable
(c) (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, 1997).**
(c)(5) Stockholder Maintenance Agreement dated August 1, 1997, by and
among 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)(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 LLP and the Company (incorporated by reference to the
Company's Form 10-K for the year ended December 31, 1998).**
(d) (d)(1) Offer to Purchase dated August 26, 1999 **
(d)(2) Form of Letter of Transmittal **
(d)(3) Form of Notice of Guaranteed Delivery **
(d)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees **
(d)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Company and other Nominees **
(d)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 **
(d)(7) Form of Notice of Offer to Purchase **
(d)(8) Press Release issued by the Company, dated August 26, 1999 **
(d)(9) Schedule 14D-1 **
(d)(10) Supplement to Offer to Purchase, dated October 26, 1999*
(d)(11) Press Release issued by the Company, dated September 27, 1999*
(d)(12) Amendment No. 1 to Schedule 14D-1, dated October 26, 1999*
(d)(13) Press Release issued by the Company, dated October 26, 1999.*
(e) (e)(1) Not applicable
(f) (f)(1) Not applicable
-8-
<PAGE> 9
(99) (99)(1) Material terms of the transaction extracted from the Offer to
Purchase, dated August 26, 1999.**
(99)(2) Financial Information extracted from the Company's Form 10-K
for each of the years ended December 31, 1998 and 1997.**
(99)(3) Financial Information extracted from the Company's Form 10-K
for the quarter ended June 30, 1999.**
(99)(4) Table of Comparable Companies.*
* Filed herewith.
** Previously filed.
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.
October 26, 1999 Compania Boliviana de Energia Electrica S.A.-
Bolivian Power Company Limited
By: /s/ Roger J. Dupuis
----------------------------------------
Roger J. Dupuis
President and General Manager
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
-9-
<PAGE> 10
NRG Energy, Inc.
By: /s/ Valorie A. Knudsen
----------------------------------------
Valorie A. Knudsen
Vice President, Corporate Strategy and
Emerging Markets
Nordic Power Invest AB
By: /s/ Gunnar Vallin
----------------------------------------
Gunnar Vallin
President
Vattenfall AB
By: /s/ Gunnar Vallin
----------------------------------------
Gunnar Vallin
Senior Vice President
-10-
<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
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
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
<PAGE> 1
COMPARABLE COMPANY VALUATION
<TABLE>
<CAPTION>
COBEE COMPARABLE IMPLIED
PROJECTIONS RANGE MEDIAN VALUE
----------------- ----------------- ------------------
<S> <C> <C> <C>
Price to Earnings
1999E $ 6,804 12.1x $ 82,325
Market/Book 84,165 1.0 83,068
--------------------------------------------------------------
Mean Implied Equity Value $ 82,696
IMPLIED PRICE PER SHARE $ 19.68
--------------------------------------------------------------
Firm Value/EBITDA
1999E $ 19,641 7.2x $ 140,430
--------------------------------------------------------------
Mean Implied Equity Value $ 140,430
Less Debt 72,535
IMPLIED PRICE PER SHARE $ 16.16
--------------------------------------------------------------
Equity Value/
Capacity 190 $ 736 $ 139,745
MWh Sold 840,715 123 102,988
------------------
--------------------------------------------------------------
Mean Implied Equity Value $ 121,366
Less Debt 72,525
IMPLIED PRICE PER SHARE $ 11.62
--------------------------------------------------------------
</TABLE>
<PAGE> 2
COMPARABLE COMPANIES
<TABLE>
<CAPTION>
EQUITY MARKET VALUE
---------------------------------------
MARKET NET INCOME(B)
STOCK EQUITY ----------------------------- BOOK FIRM
COMPANY PRICE VALUE 1998 1999E 2000E VALUE VALUE(C)
- ------------------ --------- --------- -------- --------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Endesa Chile 0.38 $ 3,076 32.2 NM 14.9 1.2 $ 8,239
Gener 0.28 1,548 16.7 12.1 NA 0.9 2,688
Central Buerto 2.29 203 3.5 3.4 7.4 0.6 480
Costanera 2.82 380 5.6 4.3 14.2 1.0 562
----------------------------------------------------------------------------
High: -- 32.2x 12.1x 14.9x 1.2x --
Median: -- 11.2 4.3 14.2 1.0 --
Mean: -- 14.5 6.6 12.2 0.9 --
Low: -- 3.5 3.4 7.4 0.6 --
----------------------------------------------------------------------------
<CAPTION>
FIRM VALUE/
EBITDA(B) Equity Value
------------------------- -----------------------------
COMPANY 1998 1999E 2000E CAPACITY MWH SOLD
- ------------------ ------------ ---------- ------------ -------------- ----------------
<S> <C> <C> <C> <C> <C>
Endesa Chile 8.6 11.3 9.0 $ 1,868 $ 499
Gener 11.1 10.1 NA 974 182
Central Buerto 4.7 4.2 4.9 348 54
Costanera 4.2 3.2 5.0 497 63
----------------------------------------------------------------------------
High: 11.1x 11.3x 9.0x $ 1,868 $ 499
Median: 6.7 7.2 5.0 736 123
Mean: 7.2 7.2 6.3 922 200
Low: 4.2 3.2 4.9 348 54
----------------------------------------------------------------------------
</TABLE>
(a) As of 6/17/99
(b) Based on estimates
(c) Firm Value equals equity value plus straight debt, minority interest,
straight preferred stock, all out-of-money convertibles, less investmentz in
unconsolidated affiliates and cash.
