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UNITED STATES
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. 9*)
THE ENERGY GROUP PLC
(Name of Subject Company)
PACIFICORP ACQUISITIONS
PACIFICORP
(Bidders)
Ordinary Shares of 10p Each and
American Depositary Shares, Each Representing 4 Ordinary Shares
and Evidenced by American Depositary Receipts
(Title of Class of Securities)
292691 10 2
(CUSIP Number of Class of Securities)
Richard T. O'Brien
PacifiCorp
Port of Portland Building, Suite 1600
700 NE Multnomah
Portland, Oregon 97232
(503) 731-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copy to:
Stuart W. Chestler
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
(503) 294-9500
*Constituting the Final Amendment to Schedule 14D-1.
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14D-1
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1. Name of reporting person
PacifiCorp Acquisitions
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2. Check the appropriate box if a member of a group (a) ___
(b) ___
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3. SEC Use Only
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4. Sources of Funds
AF, BK
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5. Check box if disclosure of legal proceedings is required pursuant
to Items 2(e) OR 2(f) ___
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6. Citizenship or place of organization
England and Wales
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7. Aggregate amount beneficially owned by each reporting person
45,987,079
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8. Check box if the aggregate amount in row (7) excludes certain shares ___
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9. Percent of class represented by amount in row (7)
Approximately 8.8%
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10. Type of reporting person
CO
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2
<PAGE>
14D-1
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1. Name of reporting person
PacifiCorp
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2. Check the appropriate box if a member of a group (a) ___
(b) ___
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3. SEC Use Only
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4. Sources of Funds
AF, BK
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5. Check box if disclosure of legal proceedings is required pursuant
to Items 2(e) OR 2(f) ___
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6. Citizenship or place of organization
Oregon
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7. Aggregate amount beneficially owned by each reporting person
45,987,079
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8. Check box if the aggregate amount in row (7) excludes certain shares
___
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9. Percent of class represented by amount in row (7)
Approximately 8.8%
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10. Type of reporting person
CO
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PacifiCorp Acquisitions and PacifiCorp hereby amend and supplement their
Tender Offer Statement on Schedule 14D-1 (the "Statement"), originally filed on
February 6, 1998, with respect to their offer to purchase all outstanding
Ordinary Shares of 10p each and American Depositary Shares, each representing 4
Ordinary Shares and evidenced by American Depositary Receipts, of The Energy
Group PLC, a public limited company organized under the laws of England and
Wales, as set forth in this Amendment No. 9, constituting the Final Amendment to
the Statement. Capitalized terms not defined herein have the meanings assigned
thereto in the Statement.
Item 10. Additional Information.
(f) The Increased Offer terminated at 10:00 p.m. (London time), 5:00 p.m.
(Eastern Daylight time), on Tuesday, May 5, 1998. No Energy Group Securities
were purchased pursuant to the Increased Offer. On May 6, 1998, PacifiCorp
issued two press releases, copies of which are attached hereto as Exhibits
(a)(33) and (a)(34) and are incorporated herein by reference.
Item 11. Material to Be Filed as Exhibits.
(a)(33) Press Release issued in the U.S., dated May 6, 1998.
(a)(34) Press Announcement issued in the U.K., dated May 6, 1998.
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: May 6, 1998.
PACIFICORP ACQUISITIONS
By RICHARD T. O'BRIEN
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Richard T. O'Brien
Chief Finance Officer
PACIFICORP
By RICHARD T. O'BRIEN
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Richard T. O'Brien
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
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(a)(33) Press Release issued in the U.S., dated May 6, 1998.
(a)(34) Press Announcement issued in the U.K., dated May 6, 1998.
Exhibit (a)(33)
PACIFICORP NEWS RELEASE
FOR FURTHER INFORMATION CONTACT:
Scott Hibbs, for investors, (503) 731-2123
Dave Kvamme, for media, (503) 464-6272
May 6, 1998
PacifiCorp Offer for The Energy Group Lapses
PORTLAND, OR -- PacifiCorp (NYSE: PPW) announced today that it has not
extended its cash tender offer for The Energy Group PLC (NYSE/LSE: TEG).
Accordingly, the offer lapsed May 5 at 5:00 pm EDT.
As of 5:00 p.m. (EDT) Tuesday, May 5, PacifiCorp Acquisitions had received
valid acceptances under the offer in respect of a total of 5,216,645 Energy
Group shares and 705,167 Energy Group ADSs, representing in aggregate 8,037,313
Energy Groups Shares or 1.54 percent of the issued ordinary share capital of The
Energy Group.
Prior to the commencement of the offer period on January 26, PacifiCorp
Acquisitions, including all persons acting in concert with PacifiCorp
Acquisitions, owned, or had rights over 7,533,346 Energy Group Shares, including
Energy Group Shares represented by Energy Group ADSs.
Since January 26, 1998, PacifiCorp Acquisitions has acquired 45,987,079
Energy Group Shares (including 241,589 shares held by the PacifiCorp Master
Retirement Trust before January 26, 1998), representing approximately 8.8
percent of the issued ordinary share capital of The Energy Group.
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Exhibit (a)(34)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN
OR INTO CANADA, AUSTRALIA OR JAPAN
PACIFICORP
6 May 1998
Increased Cash Offer
by
Goldman Sachs International
on behalf of
PacifiCorp Acquisitions
for
The Energy Group PLC
As at 10:00pm (London time), 5:00pm (New York City time) on 5 May 1998,
PacifiCorp Acquisitions had received valid acceptances under the Offer in
respect of a total of 5,216,645 Energy Group shares and 705,167 Energy Group
ADSs, representing in aggregate 8,037,313 Energy Group Shares or 1.54 per cent.
of the issued ordinary share capital of The Energy Group.
Prior to the commencement of the offer period on 26 January 1998, PacifiCorp
Acquisitions, including all persons acting in concert with PacifiCorp
Acquisitions, owned, or had rights over 7,533,346 Energy Group Shares, including
Energy Group Shares represented by Energy Group ADSs. Since 26 January 1998,
PacifiCorp Acquisitions has acquired 45,987,079 Energy Group Shares (including
241,589 shares held by the PacifiCorp Master Retirement Trust before 26 January
1996), representing approximately 8.8 per cent. of the issued ordinary share
capital of The Energy Group.
PacifiCorp has not extended the Offer. Accordingly, the Offer lapsed at 10:00pm
(London time), 5:00pm (New York City time) on 5 May 1998.
ENQUIRIES
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PacifiCorp 1 503 731 2123
Scott Hibbs
Goldman Sachs International 0171 774 1000
Meyrick Cox
