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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER U.S. OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4
Empresa Nacional de Electricidad S.A.
(Name of Subject Company)
Duke Energy International, L.L.C.
Duke Energy Corporation
(Bidders)
Common Stock, no par value
(including that represented by
American Depositary Shares) 29244T101
(Title of Class of Securities) (CUSIP Number of Class of Securities)
Carol Graebner, Esq.
General Counsel
Duke Energy International, L.L.C.
5400 Westheimer Court
Houston, Texas 77056-5310
Telephone: (713) 627-6542
Facsimile: (713) 627-5219
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
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Copy to:
Frederick S. Green, Esq.
Ellen J. Odoner, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153-0119
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
(Continued on following pages)
(Page 1 of 18)
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1 NAME OF REPORTING PERSONS: Duke Energy International, L.L.C.
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S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 56-2051206
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) OR 2(f) N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: State of Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES N/A
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
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10 TYPE OF REPORTING PERSON OO
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Page 2 of 18
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1 NAME OF REPORTING PERSONS: Duke Energy Global Asset Development, Inc.
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S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 88-0366429
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) OR 2(f) N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: State of Navada
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES N/A
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
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10 TYPE OF REPORTING PERSON CO
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Page 3 of 18
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1 NAME OF REPORTING PERSONS: Duke Energy Services, Inc.
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S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 48-0650320
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) OR 2(f) N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: State of Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES N/A
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
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10 TYPE OF REPORTING PERSON CO
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Page 4 of 18
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1 NAME OF REPORTING PERSONS: PanEnergy Corp.
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S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 74-2150460
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) OR 2(f) N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: State of Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES N/A
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
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10 TYPE OF REPORTING PERSON CO
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Page 5 of 18
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1 NAME OF REPORTING PERSONS: Duke Capital Corporation
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S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 51-0282142
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: BK, WC,OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) OR 2(f) N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: State of Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES N/A
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
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10 TYPE OF REPORTING PERSON CO
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Page 6 of 18
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1 NAME OF REPORTING PERSONS: Duke Energy Corporation
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S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 56-0205520
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) OR 2(f) N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: State of North Carolina
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES N/A
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
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10 TYPE OF REPORTING PERSON CO
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Page 7 of 18
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This Amendment No. 4 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed on February 25, 1999, as amended, by Duke Energy
International, L.L.C., a Delaware limited liability company (the "BIDDER") and a
wholly-owned, indirect subsidiary of Duke Energy Corporation, a North Carolina
corporation ("Duke"), with respect to the offer by Bidder to purchase for cash
up to 501,947,400 shares of Common Stock, no par value (the "SHARES"), of
Empresa Nacional de Electricidad S.A. (the "COMPANY"), a publicly traded stock
corporation (sociedad anonima abierta) incorporated under the laws of the
Republic of Chile, including Shares represented by American Depositary Shares,
each representing 30 Shares and evidenced by American Depositary Receipts.
SCHEDULE I. DIRECTORS AND EXECUTIVE OFFICERS.
Paragraph 4 of Schedule I is amended and restated as follows:
4. DIRECTORS AND EXECUTIVE OFFICERS OF DUKE ENERGY SERVICES, INC. The name,
business address, present principal occupation or employment and five-year
employment history of each director and executive officer of Duke Energy
Services, Inc. and certain other information are set forth below. Unless
otherwise indicated below, the address of each director and officer is 5400
Westheimer Court, Houston, Texas 77056-5310, U.S.A. Where no date is shown, the
individual has occupied the position indicated for the past five years. All
directors and officers listed below are United States citizens. Directors are
identified by an asterisk.
PRESENT PRINCIPAL OCCUPATION OR
NAME AND BUSINESS ADDRESS EMPLOYMENT AND FIVE-YEAR EMPLOYMENT HISTORY
- ------------------------- -------------------------------------------
Keith G. Butler Senior Vice President and Chief Financial
Officer of DESI; has held other positions at
Duke and its subsidiaries.
Bradley C. Karp* Executive Vice President of DESI; has held other
positions at Duke and its subsidiaries.
Robert S. Lilien* Senior Vice President--Diversified Businesses,
Duke; has held other positions at Duke and its
subsidiaries.
Richard McGee Senior Vice President and General Counsel of
DESI; has held other positions at Duke and its
subsidiaries since 1998; prior to 1998, Vinson &
Elkins LLP.
Harvey J. Padewer* President, Chief Executive Officer, Chairman of
the Board of DESI; Group President, Energy
Services (1999); Utilicorp (1995-1999); prior to
1995, ABB.
Page 8 of 18
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PRESENT PRINCIPAL OCCUPATION OR
NAME AND BUSINESS ADDRESS EMPLOYMENT AND FIVE-YEAR EMPLOYMENT HISTORY
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John F. Norris * Executive Vice President and Vice Chairman of
the Board of DESI; has held other positions at
Duke and its subsidiaries.
Clarence L. Ray, Jr.* President of Duke/Fluor Daniel; has held other
positions at Duke and its subsidiaries.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
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Exhibit (a)(21) English translation of a brochure placed on
the Internet page of Banchile Corredores de Bolsa
(long version).
Exhibit (a)(22) English translation of a brochure placed on
the Internet page of Banchile Corredores de Bolsa
(short version).
Page 9 of 18
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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 March 12, 1999
DUKE ENERGY INTERNATIONAL, L.L.C.
By: BRUCE A. WILLIAMSON
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Name: Bruce A. Williamson
Title: President and Chief Executive Officer
DUKE ENERGY CORPORATION
DUKE ENERGY GLOBAL ASSET DEVELOPMENT, INC.
DUKE ENERGY SERVICES, INC.
PANENERGY CORP.
DUKE CAPITAL CORPORATION
By: BRUCE A. WILLIAMSON
-----------------------------------------
Name: Bruce A. Williamson
Title: Authorized person
Page 10 of 18
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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(a)(21) English translation of a brochure placed on the Internet
page of Banchile Corredores de Bolsa (long version).
(a)(22) English translation of a brochure placed on the Internet
page of Banchile Corredores de Bolsa (short version).
Page 11 of 18
EXHIBIT (A)(21)
Page 12 of 18
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OFFER TO PURCHASE ENDESA SHARES
DUKE ENERGY CORPORATION publicly announced its intent to take control of Endesa
through the purchase of 51% of the outstanding shares of such company. In order
to achieve this objective it has launched through Duke Energy International an
offer to purchase in Chile, from Chilean shareholders, for up to 3,680.9 million
shares (44.48%) and another in the United States (Tender Offer) for up to 501.9
million shares (6.12%) directed towards foreign shareholders.
BANCHILE has been the Stock Exchange Broker hired by Duke to carry out the
purchase of the shares of Endesa in Chile, which will materialize through an
Auction to take place on a stock exchange in Chile on a date to be informed
further on, put that is assumed should take place during the last days of April.
In this connection, Banchile shall be in charge of managing the commercial and
operative aspects of the offer, receiving the sales orders and implementing the
purchase of the securities in the auction.
ENDESA is a company with 8,201 million issued shares, which are distributed
among approximately 43,000 shareholders. Pursuant to information available as of
February 25, 1999, the AFPs own jointly considered a total of 2,250 million
shares (27.51%), while Enersis jointly considered with Inmobiliaria Manso de
Velasco own 2,070 million shares (25.28%), the ADR holders have 13.61% of the
shares and other big investors own 5.32%. The remaining 28.28% is formed by
approximately 42,900 minority shareholders distributed along the country.
CHARACTERISTICS OF THE PURCHASE OF SHARES OFFER (PSO)
Duke offers to purchase in Chile, from Chilean shareholders, a total of
3,680,947,436 shares at a price of CH$ 250 PER SHARE.
These 250 pesos paid per share represent a premium of 51% over the price of 165
pesos per share, which is the average value during the month of November of
1998, when the intent of Duke to take control of Endesa and the intent of
Enersis to sell its participation in Endesa was not yet known.
Also, the 250 pesos per share mean a premium of 19% over the 210 pesos per share
existing as of March 1, 1999.
Page 13 of 18
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In the event that there are offers for sale that exceed the total number of
shares which Duke has offered to buy, the latter will purchase shares PRORATE to
the number of shares each shareholder has decided to sell. This means that not
all the shares ordered to sell by a shareholder could be actually purchased by
Duke. The prorate system guarantees fairness conditions for all shareholders,
regardless of the number of securities they may own.
The shares that may possibly remain in the hands of the shareholders, as a
result of the prorate system being applied, will enable [the shareholders] to
associate themselves with a great company such as Duke, which has stated that
Endesa will be a key player in its expansion in Latin America. Duke will be able
contribute financial, technical and human resources to the development of
Endesa.
RECEPTION OF SALES ORDERS
Banchile is receiving from shareholders of Endesa the sales orders for
their shares as of March 4 and up to 12 hours of the fifth stock exchange
working day prior to the auction date.
The shares offered for sale must be entirely paid for, free of liens,
prohibitions, claims, etc.
The sales offer shall be revocable up to 18 hours of the second stock exchange
working day prior to the Auction date.
CONDITIONS TO CARRY OUT THE AUCTION
It is an essential condition to carry out the Auction that, previously,
an Extraordinary Shareholders Meeting of Endesa, to take place next April 8,
approves the increase in the maximum ownership concentration level of Endesa
from 26% to 65%. Once the aforementioned condition actually takes place, Duke
shall publish within the 10 stock exchange working days that follow the
legalization of the bylaws, an advertisement in the El Mercurio newspaper
informing of such circumstance and fixing the date for the Auction, which must
take place within the next 10 stock exchange working days as of the date of
publication of such advertisement.
It is also a condition that there be sales offers in Chile for at least 3,680.9
million. This condition, however, may be waived by Duke at its sole discretion.
In the event that the auction is suspended, Banchile shall deliver the shares
within the 7 working days term that follows the date of the suspension of the
auction.
Page 14 of 18
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WHO IS DUKE ENERGY CORPORATION?
Duke Energy Corporation is a global energy company that has activities
in more than 50 countries in the areas of production, commercialization and
transportation of energy, as well as in the provision of power energy services.
In the United States, the Duke Energy companies provide electrical services to
clients in North Carolina and South Carolina, operate interstate gas pipelines
for the delivery of natural gas to various regions of the country, and are
leaders in the commercialization of electricity, natural gas and liquids from
natural gas. In the United States, Duke Power operates nuclear, coal and
hydroelectric plants for the generation of energy with an installed capacity of
18,000 MW and sales of 82,000 Gwh. Also, the Duke Energy companies carry out
promotion activities for real estate, communications and water supply public
services.
Duke Energy Corporation is a company which shares are traded in the New York
Stock Exchange, reaching a stock exchange value of US$ 23,000 millions. During
1998, it reached a sales level of US$ 17,610 millions and a profit of US$ 1,252
millions. As of December 1998, its assets had a value of US$ 26,806 millions,
with a level of debt of US$ 7,168 millions and a net worth of US$ 8,150
millions. It has more than 150,000 shareholders, among which it can be noted the
presence of mutual funds managed by American companies such as Fidelity
Management and Research with a little less than 4% of the property, Putnam
Investment Management with a 3.6% and BCW Barclay Global Investors with a 2.7%.
Recently, Duke Energy Corporation was qualified as the most admired gas and
energy utility of the United States.
For more information,
to consult operational aspects and places for your service, call
800 20 28 20
More details on the transaction as well as other conditions for the auction to
take place, are on the Notice of Purchase Offer of Shares of Empresa Nacional de
Electricidad S.A. in Auction, published on the El Mercurio newspaper, on
February 25, 1999 and which you can find on the internet page www.banchile.cl
Page 15 of 18
EXHIBIT (A)(22)
Page 16 of 18
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OFFER TO PURCHASE ENDESA SHARES
DUKE ENERGY INTERNATIONAL L.L.C. has stated its intent of purchasing 51% of the
shares of Endesa S.A. With this purpose it has offered to purchase in Chile a
total of 3,680,947,436 shares at a price of
CH$ 250 PER SHARE.
This price is 19% higher than the price for the shares on March 1, 1999 and is
50% higher than the average price that the share had before the intent of take
of control was announced (average price during the month of November 1998).
DUKE ENERGY INTERNATIONAL is a subsidiary company of Duke Energy Corporation, a
company with activities in more than 50 countries, in the areas of production,
commercialization and transportation of energy. Its stock exchange value is
23,000 millions of dollars, with assets valued at 26,806 millions of dollars. In
1998 it obtained net profits for 1,252 millions of dollars.
BANCHILE STOCK EXCHANGE BROKERS, a subsidiary of Banco de Chile, has been
designated by Duke International to manage the commercial and operative aspects
of this offer, which includes receiving the sales orders from the Chilean
shareholders and carrying out the purchase of the shares through the AUCTION on
a stock exchange in Chile.
RECEPTION OF SALES ORDERS
The shareholders who wish to sell their Endesa shares in the aforementioned
auction, must have previously signed a sales order.
The reception of sales orders shall end at 12 noon of the fifth stock exchange
working day prior to the auction.
To this end, Banchile Stock Exchange Brokers has provided an broad coverage of
service at a national level.
The sales order is REVOCABLE up to 18 hours of the second stock exchange working
day prior to the auction.
Page 17 of 18
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CONDITIONS TO CARRY OUT THE AUCTION
The offer is made under the condition that an Extraordinary Shareholders Meeting
of Endesa, approves the increase in the level of shareholder concentration from
26% to 65%. Once the aforementioned condition actually takes place, Duke
International shall publish, within the 10 stock exchange working days following
the legalization of the amendment to the by-laws, a notice in the El Mercurio
newspaper of Santiago and in the Wall Street Journal of New York, United States
of America, respectively, informing of said circumstance and fixing the date of
the auction.
Also, the offer shall be subject to [the fact], that on the date of the auction,
the sales offers received in Chile enable Duke Energy International to acquire
at least 3,680,947,436 shares.
PRORATE SYSTEM
In the event that the total number of shares offered for sale in the auction is
higher than the one offered to buy, the purchase shall be made prorate. This
system guarantees the fairness of the conditions for all shareholders,
independently of the total number of shares they may own.
Page 18 of 18
