<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT to NO. 2
SCHEDULE 14D-9
COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A.--
BOLIVIAN POWER COMPANY LIMITED
- --------------------------------------------------------------------------------
(Name of Subject Company)
COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A.--
BOLIVIAN POWER COMPANY LIMITED
- --------------------------------------------------------------------------------
(Name of Person Filing Statement)
Common Shares, 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 the Person Filing Statement)
with a copy to:
Frank Voigt, Esq.
Dorsey & Whitney LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, MN 55402-1498
(612) 340-2781
<PAGE> 2
INTRODUCTION
This Amendment No. 2 to Schedule 14D-9 relates to an offer by Tosli
Acquisition B.V., a Netherlands private limited liability company ("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 Shares (as defined
below) of Compania Boliviana de Energia Electrica S.A.--Bolivian Power Company
Limited, a Nova Scotia corporation (the "Company").
ITEM 1. SECURITY AND SUBJECT COMPANY
The name and subject company is Compania Boliviana de Energia
Electrica S.A.--Bolivian Power Company Limited, a Nova Scotia corporation. The
address of the principal executive office of the Company is Obrajes, Ave.
Hernando Siles #5635, Entre Calles 10 y 11, La Paz, Bolivia. The title of the
class of equity securities to which this Statement relates is the common shares,
without nominal or par value, of the Company (the "Shares").
ITEM 2. TENDER OFFER OF THE BIDDER
This Amendment No. 2 relates to the tender offer made by Purchaser
disclosed in a Tender Offer Statement on Schedule 14D-1, dated August 26, 1999
(as amended or supplemented from time to time, the "Schedule 14D-1") to purchase
all the outstanding Shares at a price of U.S. $20.00 per Share (the "Offer
Price"), 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 (as amended or
supplemented from time to time, the "Offer to Purchase"), and the related Letter
of Transmittal (which, together with any amendments and supplements thereto,
collectively 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)(8).
According to the Schedule 14D-1, the address of the principal
executive offices of Purchaser is J. J. Viottastraat 46, 1071 JT Amsterdam, The
Netherlands.
ITEM 3. IDENTITY AND BACKGROUND
(a) Identity
The name and business address of the Company, which is the person
filing this Statement, are set forth in Item 1 above, which information is
incorporated herein by reference.
(b) Contracts
Certain information with respect to certain contracts, agreements,
arrangements or understandings between the Company and certain of its executive
officers, directors and affiliates is described under Items 10, 11, 12 and 13 of
the Company's Annual Report on Form 10-K/A for the year ended December 31, 1998,
which is attached hereto as Exhibits (c)(1)-(c)(9) and incorporated herein by
reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) Recommendation of the Board of Directors
The Board of Directors of the Company, concluding that the Offer Price
of U.S. $20.00 would be fair to the Shareholders not affiliated with Tosli and
in the best interest of the Company and the Stockholders, by unanimous written
action approved the Offer and recommends that the Stockholders of the Company
accept the Offer and tender
- 2 -
<PAGE> 3
their shares pursuant to the Offer. A copy of the letter to the Stockholders of
the Company communicating the Board of Director's recommendation is attached
hereto as Exhibit (a)(4) and incorporated herein by reference.
(b) Background for the Recommendation
In November 1996, pursuant to a Purchase Agreement with Tosli, Tosli
made a cash tender offer (the "1996 Offer") for all of the outstanding shares of
the Company's Common Stock at $43.00 per share. The Offer expired on December
18, 1996, and promptly thereafter Tosli purchased all of the shares that had
been validly tendered and not withdrawn. As a result, Tosli acquired and now
owns 4,060,732, or 96.6%, of the Company's outstanding Shares, and became
entitled to designate all of the members of the Company's Board of Directors.
Since the completion of the 1996 Offer, the Company has received
inquiries from Stockholders concerning the provision of some means of providing
such Stockholders liquidity for their investments, and the Company has stated
its intention to assess means by which to provide liquidity, if practicable. In
addition, the Company has considered various means of reducing the number of its
Stockholders of record to a number which would allow it to cease reporting to
the Commission under the Exchange Act and thereby reduce its annual
administrative costs, and Tosli, the Company's principal Stockholder, has
expressed a desire to acquire the Shares not owned by it.
The alternatives considered included (i) a short-from 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."
On June 10, 1999, the Board of Directors met to consider the proposal
by Tosli to make the Offer and the terms to be offered to the Company's
Stockholders. The form of the transaction (an offer by the Purchaser, a
wholly-owned subsidiary of Tosli) was decided upon based on the advice of United
States, Canadian and Dutch counsel as to the preferable form for allowing Tosli
to purchase, if possible, all outstanding Shares. See the discussion in Section
4 above under the caption "Possible Purchase of Shares Not Tendered." The Board
also discussed the fact that the Offer, even if it did not succeed in the goal
of acquiring all outstanding Shares, would result in desired liquidity for the
Stockholders and might result in the acquisition by the Purchaser of enough
Shares to permit the Company to terminate its registration of the Shares under
the Exchange Act, thereby achieving the Company's objective of reducing or
eliminating the cost of reporting to the Commission under the Exchange Act.
At the June 10 meeting, a presentation was made to the Board which
explained the background of the Offer and the form of the Offer, and the Board
and representatives of the Purchaser had preliminary discussions concerning a
suggested Offer Price. Specifically, the Board considered the fact that an Offer
would address the goals described above relating to Stockholder expectations and
liquidity and reductions in Company expenses. During the presentation, it was
noted that a proposed Offer Price of U.S. $20.00 per Share would represent (i) a
slight premium over a price based upon the Company's projected 1999 earnings per
Share, and (ii) a small discount from a price determined by subtracting from the
price of the 1996 Offer ($43.00) the premium represented by such price over the
market price for the Shares prior to the Company's announcement that it had
retained advisors to assist it with studying certain strategic alternatives,
including the sale of up to 100 percent of the Company ($5.87), and adding the
dividends paid to Stockholders since the 1996 Offer ($13.32) ($43.00 - $5.87 =
$37.13 - $13.32 = $23.81). The Board also took note of the fact that there are
no current price quotations for the Shares.
After discussion by the full Board, all but two of whose members are
representatives of NPI and NRG (see Schedule A attached to the Offer to
Purchase), the Members of the Board decided to defer a determination of the
fairness of a $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 and reviewed
additional
- 3 -
<PAGE> 4
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.
Based on the information received and discussed at the June 10 meeting
and the additional information obtained and reviewed by the Board, the Board
then unanimously adopted a joint written action concluding that an Offer Price
of U.S. $20.00 would be fair to the Stockholders not affiliated with Tosli and
that the terms of the Offer (including the Offer Price) are in the best
interests of the Company and the Stockholders, and determined that the Board
should recommend to the Stockholders that they accept the Offer and tender their
Shares pursuant to the Offer. In making its decision, the Board considered the
following factors:
(i) the appropriateness of a U.S. $20.00 Offer price, giving
consideration to a variety of factors, including the price of the 1996
Offer and the approximate valuations of comparable companies;
(ii) the fact that the Offer represents a most viable and acceptable
means of offering the Stockholders liquidity with respect to their
Shares;
(iii) the positive impact on the Company if the Offer results in a
reduction of the number of Stockholders to a number that will allow
the Company to cease filing reports and otherwise complying with the
requirements of the Exchange Act;
- 4 -
<PAGE> 5
(iv) the simplicity of Company corporate governance if the Offer
results in the Company having only one Stockholder (Tosli); and
(v) the likelihood that the Offer will result in a reduction of the
Company's exposure to Stockholder complaints and possibly litigation
if liquidity is not provided to the Stockholders.
While it did not give specific weight to any of these factors, the
Board considered factors (i) and (ii) most important in making its decision as
to the fairness of the Offer Price.
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.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Neither the Company nor any person acting on its behalf has or
currently intends to employ, retain or compensate any person to make
solicitations or recommendations to the stockholders of the Company on its
behalf with respect to the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) Transactions in Securities
During the past 60 days, no transactions in Shares have been effected
by the Company or any subsidiary of the Company, or, to the best of the
Company's knowledge, by any of its executive officers, directors or affiliates.
(b) Intent to Tender
To the best of the Company's knowledge, each executive officer,
director or subsidiary of the Company presently intends to tender, pursuant to
the Offer, all Shares beneficially owned by him. Tosli, an affiliate of the
Company, intends to tender all of its Shares if at the Expiration Date, it is
determined that valid tenders representing at least 90% of the number of
non-affiliate shares have been or are likely to be received and accepted.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) Negotiations
The Company is not engaged in any negotiations in response to the
Offer that relate to or would result in (i) an extraordinary transaction, such
as a merger or reorganization involving the Company or any subsidiary thereof;
(ii) a purchase, sale or transfer of a material amount of assets by the Company
or any subsidiary thereof; (iii) a tender offer for or other acquisition of
securities by or of the Company; or (iv) any material change in the present
capitalization or dividend policy of the Company.
(b) Transactions and Other Matters
There are no transactions, board resolutions, agreements in principle
or signed contracts in response to the Offer that relate to or would result in
one or more of the events referred to in Item 7(a) above.
- 5 -
<PAGE> 6
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The information contained in all of the Exhibits referred to in Item 9
below is incorporated herein by reference.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
(a)(1) Offer to Purchase dated August 26, 1999.**
(a)(2) Letter of Transmittal.**
(a)(3) Form of Notice of Guaranteed Delivery.**
(a)(4) Form of Letter to Stockholders of the Company dated August 26, 1999.**
(a)(5) Intentionally omitted.
(a)(6) Form of Notice of Offer to Purchase.**
(a)(7) Press Release issued by the Company, dated August 26, 1999.**
(a)(8) Press Release issued by the Company, dated September 27, 1999.**
(a)(9) Press Release issued by the Company, dated October 26, 1999.*
(a)(10) Supplement to the Offer to Purchase, dated October 26, 1999.*
(b) Not applicable.
(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 Ronald 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).**
- 6 -
<PAGE> 7
(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).**
* Filed herewith
** Previously filed
- 7 -
<PAGE> 8
SIGNATURE
After reasonable 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 COMPANIA BOLIVIANA de ENERGIA
ELECTRICA S.A.--Bolivian Power Company
Limited
By /s/ Roger J. Dupuis
-------------------------------------
Roger J. Dupuis
President and General Manager
- 8 -
<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
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
