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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. 8)
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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
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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
- --------------------------------------------------------------------------------
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) ___
- --------------------------------------------------------------------------------
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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3
<PAGE>
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. 8, and they hereby amend and
supplement their Schedule 13D, originally filed on March 12, 1998. Capitalized
terms not defined herein have the meanings assigned thereto in the Statement.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
On April 30, 1998, PacifiCorp issued two press releases, copies of which
are attached hereto as Exhibits (a)(31) and (a)(32) and are incorporated herein
by reference.
Item 10. Additional Information.
(f) On April 30, 1998, PacifiCorp issued two press releases, copies of
which are attached hereto as Exhibits (a)(31) and (a)(32) and are incorporated
herein by reference.
Item 11. Material to Be Filed as Exhibits.
(a)(31) Press Release issued in the U.S., dated April 30, 1998.
(a)(32) Press Announcement issued in the U.K., dated April 30, 1998.
4
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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: April 30, 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
5
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
(a)(31) Press Release issued in the U.S., dated April 30, 1998.
(a)(32) Press Announcement issued in the U.K., dated April 30, 1998.
Exhibit (a)(31)
PACIFICORP NEWS RELEASE
FOR FURTHER INFORMATION CONTACT:
Scott Hibbs, for investors, (503) 731-2123
Dave Kvamme, for media, (503) 464-6272
April 30, 1998
PacifiCorp Will End Its Pursuit of The Energy Group
PORTLAND, Oregon - PacifiCorp (NYSE: PPW) said today it will not increase
its revised offer to acquire The Energy Group (NYSE/LSE: TEG), ending its
pursuit of TEG.
"PacifiCorp's 820 pence per share offer for TEG represents a full price,
including the value of synergies to be obtained from TEG's U.S. coal business,"
said Fred Buckman, PacifiCorp President and Chief Executive Officer. "We do not
see acceptable financial returns available for PacifiCorp shareholders at prices
in excess of 820 pence per share."
The decision to end its pursuit of TEG does not change the company's
strategic direction, Buckman said. "We will vigorously pursue other
opportunities, both domestic and international, as part of PacifiCorp's
strategic objective of becoming a premier global energy provider."
Buckman reiterated that PacifiCorp's strategic future is embedded in the
strength of its competitive integrated utility system in the western U.S., a
rapidly expanding U.S. energy marketing and trading business, a growing
competitive energy business in Australia, and a strong balance sheet and cash
position.
"We will aggressively look for opportunities to expand on our core
strengths in fuels management, power generation and distribution, and energy
marketing and trading," Buckman said. "We will use our balance sheet strength to
invest prudently in new opportunities at attractive return levels or to return
capital to our investors as appropriate through potential share repurchase
activity."
PacifiCorp will record a $86 million pre-tax charge to first quarter 1998
earnings for bank commitment and facility fees, legal expenses and other related
costs, incurred since the company's original bid for TEG in June of 1997, that
had been deferred pending the outcome of the transaction. The company expects to
record, in the second quarter, a potential gain on the sale of 46 million TEG
shares currently held by the company.
<PAGE>
"The costs associated with pursuing the acquisition of TEG, while
significant, are dwarfed by the added shareholder value that we fully
anticipated at our announced bid levels," Buckman said. "Our disappointment in
not completing this acquisition will strengthen our resolve in identifying and
executing value enhancing transactions for our shareholders."
Buckman said, "The future of our company is bright. We are proud of our
accomplishments and our continued discipline in evaluating strategic options. We
remain quite optimistic about our ongoing position of strength in the industry
and our ability to deliver superior returns to our shareholders."
PacifiCorp, one of the lowest-cost electricity producers in the United
States, is a multinational energy company with 1.4 million retail electric
customers in the western United States and 550,000 customers in the State of
Victoria, Australia.
PacifiCorp, which has more than 10,000 megawatts of generation capacity,
also is the largest investor-owned bulk power marketer in the western U.S. and
is an active electricity
and gas marketer in the eastern U.S.
###
Exhibit (a)(32)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
CANADA, AUSTRALIA OR JAPAN
PACIFICORP
30 April 1998
Increased Cash Offer
by
Goldman Sachs International
on behalf of
PacifiCorp Acquisitions
for
The Energy Group PLC
PACIFICORP DECLARES OFFER FINAL
PacifiCorp will not increase its offer for The Energy Group. PacifiCorp believes
that its 820 pence per share offer for The Energy Group represents a full price,
including the value of synergies which could be obtained from the Peabody coal
business. Accordingly PacifiCorp is declaring its current offer of 820 pence per
Energy Group share as final. PacifiCorp does not intend to extend its offer
after 5th May, the next closing date. PacifiCorp President and Chief Executive
Officer Fred Buckman said. "We do not see acceptable financial returns to
PacifiCorp shareholders at values in excess of 820 pence".
The decision not to increase its offer for The Energy Group does not change the
company's strategic direction, Buckman said. "We will vigorously pursue other
opportunities, both domestic and international, as part of PacifiCorp's
strategic objective of becoming a premier global energy provider."
ENQUIRIES
PacifiCorp 1 503 731 2123
Scott Hibbs
Goldman Sachs International 0171 774 1000
Meyrick Cox
Gavin Anderson 0171 457 2345
Howard Lee
