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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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EMPRESA NACIONAL DE ELECTRICIDAD S.A.
(NAME OF SUBJECT COMPANY)
DUKE ENERGY INTERNATIONAL, L.L.C.
DUKE ENERGY CORPORATION
(BIDDERS)
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COMMON STOCK, NO PAR VALUE
(INCLUDING THAT REPRESENTED BY
AMERICAN DEPOSITARY SHARES) 29244T101
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER OF CLASS OF SECURITIES)
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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 OF 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
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CUSIP No. 29244T101 14D-1 Page 2 of
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1 NAME OF REPORTING PERSONS: DUKE ENERGY INTERNATIONAL L.L.C.
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 56-2051206
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED N/A [ ]
PURSUANT TO ITEMS 2(e) OR 2(f):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON O
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES N/A [ ]
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
10 TYPE OF REPORTING PERSON OO
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CUSIP No. 29244T101 14D-1 Page 3 of
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1 NAME OF REPORTING PERSONS: DUKE ENERGY GLOBAL ASSET DEVELOPMENT, INC.
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 88-0366429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED N/A
PURSUANT TO ITEMS 2(e) OR 2(f):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF NEVADA
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON O
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES N/A [ ]
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
10 TYPE OF REPORTING PERSON CO
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CUSIP No. 29244T101 14D-1 Page 4 of
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1 NAME OF REPORTING PERSONS: DUKE ENERGY SERVICES, INC.
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 48-0650320
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED N/A [ ]
PURSUANT TO ITEMS 2(e) OR 2(f):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON O
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES N/A [ ]
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
10 TYPE OF REPORTING PERSON CO
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CUSIP No. 29244T101 14D-1 Page 5 of
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1 NAME OF REPORTING PERSONS: PANENERGY CORP.
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 74-2150460
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED N/A [ ]
PURSUANT TO ITEMS 2(e) OR 2(f):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON O
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES N/A [ ]
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
10 TYPE OF REPORTING PERSON CO
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CUSIP No. 29244T101 14D-1 Page 6 of
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1 NAME OF REPORTING PERSONS: DUKE CAPITAL CORPORATION
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 51-0282142
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: BK, WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED N/A [ ]
PURSUANT TO ITEMS 2(e) OR 2(f):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON O
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES N/A [ ]
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
10 TYPE OF REPORTING PERSON CO
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CUSIP No. 29244T101 14D-1 Page 7 of
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1 NAME OF REPORTING PERSONS: DUKE ENERGY CORPORATION
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 56-0205520
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED N/A [ ]
PURSUANT TO ITEMS 2(e) OR 2(f):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF NORTH CAROLINA
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON O
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES N/A [ ]
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
10 TYPE OF REPORTING PERSON CO
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on February 25, 1999 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.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT NUMBER DESCRIPTION
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Exhibit (a)(12) English translation of Notice of Intent to Acquire Control dated February 18, 1999,
published in La Segunda.
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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 February 26, 1999
DUKE ENERGY INTERNATIONAL, L.L.C.
By: /s/ BRUCE A. WILLIAMSON
...................................
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: /s/ BRUCE A. WILLIAMSON
...................................
Name: Bruce A. Williamson
Title: Authorized person
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EXHIBIT INDEX
DESCRIPTION
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EXHIBIT NUMBER DESCRIPTION
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(a)(12) English translation of Notice of Intent to Acquire Control dated February 18, 1999, published in La
Segunda.
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CONTROL OF EMPRESA NACIONAL
DE ELECTRICIDAD S.A.
OPEN STOCK CORPORATION
AND OF ITS AFFILIATES AND ENTITIES CONTROLLED, DIRECTLY OR INDIRECTLY BY IT:
TRANSELEC S.A., PEHUENCHE S.A., PANGUE S.A., COMPANIA ELECTRICA CONO SUR S.A.,
INFRAESTRUCTURA 2000 S.A., CELTA S.A., ENDESA ARGENTINA S.A., COMPANIA
ELECTRICA SAN ISIDRO S.A., ENDESA CHILE OVERSEAS COMPANY, INVERSIONES
ELECTRICAS QUILLOTA S.A., HIDROELECTRICIDAD S.A., TUNEL EL MELON S.A.,
LAJAS HOLDING INC., NOPEL LIMITADA, GASODUCTO CUENCA NOROESTE
LIMITADA, GASODUCTO ATACAMA LIMITADA Y ELECTROGAS S.A.
DUKE ENERGY CORPORATION ("DUKE"), a company formed in the United States of
America pursuant to the laws of the State of North Carolina of the United States
of America, which corporate purpose is the generation, transportation and
distribution of energy, domiciled at 422 South Church Street, in the city of
Charlotte, State of North Carolina, United States of America, in conformity with
article 54 of Law N. 18,045 and the provisions of Circular Letter 608 of the
Superintendency of Securities and Insurance, informs that it intends to obtain
direct control, by the acquisition of shares that will grant it the absolute
majority of the share participation of the open stock corporation named EMPRESA
NACIONAL DE ELECTRICIDAD S.A. ("ENDESA") and, through the latter, of affiliate
companies and of companies, directly or indirectly, controlled by Endesa
(TRANSELEC S.A., PEHUENCHE S.A., PANGUE S.A., COMPANIA ELECTRICA CONO SUR S.A.,
INFRAESTRUCTURA 2000 S.A., CELTA S.A., ENDESA ARGENTINA S.A., COMPANIA ELECTRICA
SAN ISIDRO S.A., ENDESA CHILE OVERSEAS COMPANY, INVERSIONES ELECTRICAS QUILLOTA
S.A., HIDROELECTRICIDAD S.A., TUNEL EL MELON S.A., LAJAS HOLDING INC., NOPEL
LIMITADA, GASODUCTO CUENCA NOROESTE LIMITADA, GASODUCTO ATACAMA LIMITADA Y
ELECTROGAS S.A., hereinafter the "Companies"). Duke will implement the
aforementioned, by acting in Chile and in the United States of America through
"DUKE ENERGY INTERNATIONAL LLC." ("DUKE INTERNATIONAL"), a subsidiary that it
owns in its entirety, a company organized and in existence under the laws of the
State of Delaware, United States of America, domiciled at 5400 Westheimer Court,
Houston, Texas, and for these purposes in Santiago of Chile, Moneda 970, 12
floor.
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Duke is a company which share titles are traded on the New York Stock Exchange,
and are widely held (with more than 150,000 shareholders), and among which the
principal individual shareholders are mutual funds managed by large American
fund managers such as Fidelity Management & Research, Putnam Investment
Management, BCW Barclays Global Investors and smith Barney Asset Management,
each one owning less than 5% of the share capital of Duke.
In order to obtain the control of Endesa and of the Companies, Duke
International shall carry out a process in Chile for the purpose of acquiring
shares of Endesa owned by the Chilean shareholders through a system of purchases
in auctions on the Santiago Stock Exchange, as well as a process for the purpose
of acquiring shares and ADSs of Endesa owned by the non-Chilean shareholders,
through a "Tender Offer" in such country. In order to carry out both processes,
an essential condition shall be that a General Shareholders Meeting of Endesa
legally approves the amendment of Article Five Bis of its bylaws, which
presently states that "no person, directly or through other related persons, may
concentrate more than 26% of the capital of the company which is entitled to
vote", and of Article Thirty Two Bis of its bylaws, which presently state that
"notwithstanding what is provided in the prior article, no shareholder may
exercise on behalf of itself or on behalf of other shareholders, the right to
vote for more than 26% of the subscribed shares of the company which are
entitled to vote, having to disregard the excess over 26%", and which concludes
stating "also, no other person may represent shareholders who in the aggregate
have more than 26% of the subscribed capital of the company", with the purpose
of substituting the referred limit of 26% of maximum shareholding participation
for a new 65% percentage, as well as the complementary agreements that may be
necessary and sufficient so that such charter amendment may be applied, and
legalized in time and form, which meeting must be held before April 8, 1999.
Once the aforementioned condition takes place and the charter amendment has been
duly legalized, Duke International shall publish, within 5 working days of
having obtained evidence of such legalization, a publication in the El Mercurio
of Santiago and in the Wall Street Journal of New York, United States of
America, respectively, informing of such circumstance.
The implementation of these processes shall be subject, in any event, to the
usual conditions for this type of transactions, including the absence of legal
actions or acts of authority which seek to stop these processes, the absence of
material adverse changes in the stock or
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financial markets or in the situation or business of Endesa, the absence of
significant changes in the number of shares of Endesa, the absence of other
charter amendments different than the one mentioned before and the absence of
competitive offers, all of which shall be described in the publication which is
referred to hereinbelow.
All the conditions referred to in this publication, other than the essential
condition mentioned hereinabove, are for the sole benefit of Duke International,
and therefore, Duke International may waive them.
The maximum number of shares and of ADSs that Duke International shall offer to
buy, is the following:
a) For the auction in Chile: up to 3,680,947,436 shares representing
44.88% of the subscribed and paid share capital of Endesa.
b) In the case of the "Tender Offer" in the United States of America: up to
510,947,400 shares, including those purchased in the form of ADSs
representing 6.12% of the subscribed and paid share capital of Endesa.
DUKE INTERNATIONAL intends to acquire a number of shares and ADSs that, in the
aggregate, represent 51% of the subscribed and paid share capital of Endesa.
In the event that the shares and the ADSs that are offered for sale exceed the
amounts indicated beforehand, the prorata system for purchase shall apply.
The price for the shares and the ADSs of Endesa that DUKE INTERNATIONAL shall
offer shall be the amount of Ch$ 250 (doscientos cincuenta Chilean pesos) per
share and of Ch$ 7,500 (seven thousand five hundred Chilean pesos) per ADS. It
is noted that each ADS represents 30 shares of Endesa. In Chile, the price shall
be paid in local currency and in the United States of America, the price for
shares shall be paid in Chilean currency and the price for ADSs shall be paid in
US dollars. In the event of there being competitive offers, the buyer may, at
its option, increase the price.
DUKE INTERNATIONAL shall carry out a publication in the El Mercurio newspaper of
Santiago and in the Wall Street Journal of New York, United States of America,
on February 25, 1999, with detailed information on the Chilean and American
acquisition processes, respectively. Also, the place and date in which the
materials required for these purposes will be available shall be informed. In
any event, the information delivered to those interested in the
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auction system to be carried out on the Santiago Stock Exchange, shall be the
same as the one delivered to those interested in participating in the offer that
will take place in the United States of America.
In the event that all of the indicated shares and ADSs are purchased in the
manner described in this publication, Duke International shall become the direct
and indirect owner of 4,182,894,836 shares, including the shares underlying the
ADSs of Endesa, representing in the aggregate the shares and the ADSs of 51% of
such company's subscribed and paid share capital.
DUKE ENERGY CORPORATION
