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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
SCHEDULE 14D-9
COMPANIA BOLIVIANA de ENERGIA ELECTRICA S.A.--
BOLIVIAN POWER COMPANY LIMITED
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(Name of Subject Company)
COMPANIA BOLIVIANA de ENERGIA ELECTRICA S.A.--
BOLIVIAN POWER COMPANY LIMITED
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(Name of Person Filing Statement)
Common Shares, without nominal or par value
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(Title of Class of Securities)
204425 102
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(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
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(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
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INTRODUCTION
This Amendment No. 3 dated November 9, 1999 to Schedule 14D-9 dated
August 26, 1999, relates to an offer by Tosli Acquisition B.V., a Netherlands
private limited liability company and a wholly-owned subsidiary of Tosli
Investments N.V., a Netherlands public limited liability company that is equally
owned, through subsidiaries, by NRG Energy, Inc., a Delaware corporation and a
wholly-owned 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 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").
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended and supplemented by addition of the following
information thereto:
A copy of the Company's press release announcing the expiration of the
Offer is filed as Exhibit (a)(11) to the Schedule 14D-9 in Item 9 below and is
incorporated herein by reference.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
(a)(11) Press Release issued by the Company, dated November 9, 1999.*
* Filed herewith
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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: November 9, 1999 COMPANIA BOLIVIANA de ENERGIA
ELECTRICA S.A.--Bolivian Power Company
Limited
By /s/ Roger J. Dupuis
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Roger J. Dupuis
President and General Manager
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PRESS RELEASE NOVEMBER 9, 1999
TOSLI ACQUISITION B.V. SUCCESSFULLY COMPLETES TENDER OFFER FOR COMPANIA
BOLIVIANA de ENERGIA ELECTRICA S.A. - BOLIVIAN POWER COMPANY LIMITED
New York, New York - November 9, 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. for all outstanding shares of the
Company's common stock expired at 12:00 Midnight, New York City time, on Monday,
November 8, 1999.
As of the expiration of the Offer, based on a preliminary count from the
Depositary for the tender offer, U.S. Bank Trust National Association,
approximately 89,566 outstanding shares of the Company were tendered, and
accepted for payment. These tendered shares represent approximately 2.13%
percent of the outstanding shares of the common stock of the Company, or 109
registered holders.
The Company, whose Shares are not listed on a national securities exchange and
whose Shares are currently registered under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), intends to terminate such registration.
Registration of the Shares under the Exchange Act may be terminated upon
application of the Company to the Securities and Exchange Commission, if there
are fewer than 300 record holders of the Shares. Based on a preliminary count
from the Depositary for the tender offer, the number of remaining record
holders, after taking into account the Shares tendered and accepted pursuant to
the tender offer, is approximately 265.
