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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. 4)
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
<PAGE>
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
Forty-five million nine hundred eighty-seven thousand seventy-nine
(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 eight point eight percent (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) ___
- --------------------------------------------------------------------------------
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
Forty-five million nine hundred eighty-seven thousand seventy-nine
(45,987,079)
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8. Check box if the aggregate amount in row (7) excludes certain shares
___
- --------------------------------------------------------------------------------
9. Percent of class represented by amount in row (7)
Approximately eight point eight percent (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. 4. Capitalized terms not defined
herein have the meanings assigned thereto in the Statement.
Item 1. Security and Subject Company.
(b) On March 2, 1998, PacifiCorp issued a press release, a copy of which is
attached hereto as Exhibit (a)(16) and is incorporated herein by reference. On
March 3, 1998, PacifiCorp issued a press announcement in the U.K., a copy of
which is attached hereto as Exhibit (a)(17) and is incorporated herein by
reference.
Item 6. Interest in Securities of the Subject Company.
(a) and (b) On March 2, 1998, PacifiCorp issued a press release, a copy of
which is attached hereto as Exhibit (a)(16) and is incorporated herein by
reference. On March 3, 1998, PacifiCorp issued a press announcement in the U.K.,
a copy of which is attached hereto as Exhibit (a)(17) and is incorporated herein
by reference.
Item 10. Additional Information.
(f) On March 2, 1998, PacifiCorp issued a press release, a copy of which is
attached hereto as Exhibit (a)(16) and is incorporated herein by reference. On
March 3, 1998, PacifiCorp issued a press announcement in the U.K., a copy of
which is attached hereto as Exhibit (a)(17) and is incorporated herein by
reference.
Item 11. Material to Be Filed as Exhibits.
(a)(16) Press Release, dated March 2, 1998.
(a)(17) Press Announcement issued in the U.K., dated March 3, 1998.
4
<PAGE>
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: March 3, 1998
PACIFICORP ACQUISITIONS
By W.E. PERESSINI
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W.E. Peressini
Deputy Chief Finance Officer
PACIFICORP
By W.E. PERESSINI
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W.E. Peressini
Vice President and Treasurer
5
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
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(a)(16) Press Release, dated March 2, 1998.
(a)(17) Press Announcement issued in the U.K.,
dated March 3, 1998.
Exhibit (a)(16)
PacifiCorp NEWS RELEASE
FOR FURTHER INFORMATION CONTACT:
Scott Hibbs, for investors, (503) 731-2123
Angela Hult, for investors (503) 731-2192
Dave Kvamme, for media (503) 464-6272
March 2, 1998
Update: PacifiCorp Tops Texas Utilities; Acquires 8.8% Stake in TEG
PORTLAND, Oregon - PacifiCorp (NYSE: PPW) today announced an increased
offer of 820 pence per Energy Group Share, topping the offer of 810 pence per
Energy Group Share by Texas Utilities Company (NYSE: TXU).
PacifiCorp has acquired 45,987,079 Energy Group Shares at 820 pence per
share, representing approximately 8.8 percent of the outstanding share capital
of The Energy Group PLC.
In increasing its offer for The Energy Group, PacifiCorp was able to
finance the increased purchase requirements through a combination of internal
and external sources.
"PacifiCorp is still able to meet its original capital structure objectives
with the increased offer", according to Richard T. O'Brien, Chief Financial
Officer, "and the acquisition financing package continues to be consistent with
the high quality nature of the assets being acquired." Mr. O'Brien reiterated
the Company's commitment to credit quality and its aggressive consolidated debt
reduction program following this acquisition, including consideration of the
disposition of any non-strategic assets.
A further announcement containing details of PacifiCorp's increased offer
will be made in due course.
###
Exhibit (a)(17)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN
OR INTO CANADA, AUSTRALIA OR JAPAN
INCREASED CASH OFFER
by
Goldman Sachs International
on behalf of
PacifiCorp Acquisitions
for
The Energy Group PLC
Increased Cash Offer of 820 Pence per Energy Group Share
PacifiCorp yesterday announced an increased cash offer of 820 pence per Energy
Group Share (the "Increased Offer").
PacifiCorp has acquired 45,987,079 Energy Group Shares at a price of 820 pence
per share, representing 8.8 per cent. of Energy Group's outstanding share
capital.
The Increased Offer is 7 per cent. higher than PacifiCorp's renewed offer of 765
pence, which was posted to shareholders of The Energy Group on 6 February. The
Increased Offer represents excellent value and certainty for Energy Group
Shareholders.
PacifiCorp has obtained all specific regulatory approvals which it has been
seeking and which are conditions to its existing offer. The US Federal Trade
Commission ("FTC") cleared the offer by terminating the Hart-Scott-Rodino
Antitrust Improvement Act (the "HSR Act"), seven months after being notified of
the previous offer. PacifiCorp's previous offer was also cleared by the UK
government following a six month enquiry by the UK Monopolies and Mergers
Commission and the UK government.
Texas Utilities' bid, on the other hand, is subject to clearance by the
Secretary of State for Trade and Industry and certain other regulatory bodies.
PacifiCorp believes that the transaction will be accretive to earnings in the
first year following the acquisition and thereafter. This statement should not
be interpreted to mean that PacifiCorp's total reported earnings per share will
necessarily be greater than those for the year ended 31 December 1997.
<PAGE>
In making the Increased Offer, PacifiCorp reiterated the company's commitment to
credit quality and to an aggressive consolidated debt reduction program
following the acquisition, including consideration of the disposal of any
non-strategic assets. "The acquisition financing package continues to be
consistent with the high quality nature of the assets being acquired", said a
company spokesman.
The Increased Offer will be made by Goldman Sachs International on behalf of
PacifiCorp Acquisitions, a wholly owned subsidiary of PacifiCorp. The Increased
Offer values the fully diluted share capital of The Energy Group at
approximately 4,347 million pounds.
PacifiCorp's Increased Offer, which will expire on a Business Day falling not
less than 14-days after the date of the Increased Offer Document (unless
extended), follows yesterday's acquisition by PacifiCorp Acquisitions of
45,987,079 Energy Group Shares. Such shares are expected to count as "Energy
Group Securities to which the Offer relates" for the purposes of the Acceptance
Condition.
The Increased Offer represents a premium of approximately 7 per cent. to
PacifiCorp's recommended cash offer of 765 pence per Energy Group Share,
announced on 3 February 1998 and made on 6 February 1998 (the "Offer"), a
premium of approximately 26 per cent. to the Closing Price of 652 pence per
Energy Group Share on 18 December 1997 (the day immediately prior to the
clearance of PacifiCorp's 30 June 1997 offer by the President of the Board of
Trade), a premium of approximately 46 per cent. to the Closing Price of 561.5
pence per energy Group Share on 9 June 1997 (the day before the announcement by
The Energy Group that it was involved in talks with PacifiCorp in relation to
the 30 June 1997 offer) and a premium of approximately 20 per cent. to the
Closing Price of 685.5 pence per Energy Group Share on 23 January 1998 (the last
Business Day prior to the commencement of the current offer period).
On behalf of PacifiCorp Acquisitions, Goldman Sachs International will offer to
acquire, on the terms and subject to the conditions of the Increased Offer, all
of the Energy Group Securities on the following basis:
For each Energy Group Share 820 pence; and
For each Energy Group ADS 32.80 pounds
The Loan Alternative will continue to be available to eligible Energy Group
shareholders who validly accept the Increased Offer on the same basis, and
subject to the same restrictions, as apply to the Offer.
The Increased Offer will be subject to the Conditions of the Offer set out in
Part A of Appendix I of the offer document relating to the Offer (the "Offer
Document"), except that:
<PAGE>
(a) the Acceptance Condition (Condition (a)) shall be read as if the reference
to "9 March 1998" were to a Business Day, to be specified in the revised
Offer Document, falling not less than 14 days after the date of the revised
Offer Document; and
(b) Condition (c) has been satisfied.
References in the Offer Document to the Offer shall be deemed to include this
revision of the Offer.
The Increased Offer will extend to any fully paid Energy Group Shares which are
unconditionally allotted or issued while the Increased Offer is open for
acceptance, including those unconditionally allotted or issued pursuant to the
exercise of options under the Energy Group Share Schemes. Appropriate proposals
will be made in due course to the participants in the Energy Group Share
Schemes.
Under the Increased Offer, Energy Group Securities will be acquired by
PacifiCorp Acquisitions fully paid and free from all liens, equities, charges,
encumbrances and other interest and, together with all rights now or hereafter
attaching thereto, including without limitation the right to receive and retain
all dividends and other distributions declared, made or paid hereafter.
Neither PacifiCorp Acquisitions, nor any of the directors of PacifiCorp
Acquisitions, nor, so far as PacifiCorp Acquisitions is aware, any party acting
in concert with PacifiCorp Acquisitions, owns or controls any Energy Group
Securities or holds any options to purchase Energy Group Shares or holds any
derivatives referenced to Energy Group Securities, other than as set out below:
(a) PacifiCorp Acquisitions beneficially owns 45,987,079 Energy Group Shares;
(b) PacifiCorp Master Retirement Trust, an independently managed pension fund
of PacifiCorp, beneficially owns 241,589 Energy Group Shares;
(c) Goldman Sachs & Co. Discretionary Customer accounts hold 72,000 Energy
Group Shares; and
(d) Goldman Sachs International Discretionary Customer accounts hold 95,531
Energy Group ADSs.
As at 3 p.m. (London time), 10 a.m. (New York City time) on 2 March 1998,
PacifiCorp Acquisitions had received valid acceptances under the Offer in
respect of a total of 6,355,412 Energy Group Shares and 452,800 Energy Group
ADSs, representing in aggregate 8,166,612 Energy Group Shares or 1.56 per cent.
of the issued ordinary share capital of The Energy Group.
<PAGE>
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
those Energy Group Shares represented by Energy Group ADSs. Since that date,
neither PacifiCorp Acquisitions nor any person acting in concert with it has
acquired any further Energy Group Shares or Energy Group ADSs, or rights over
such securities, except for 45,987,079 Energy Group Shares acquired by
PacifiCorp Acquisitions on 2 March.
PacifiCorp Acquisitions owns, or has rights over or has received valid
acceptances in respect of 54,849,404 Energy Group Shares, including those Energy
Group Shares represented by Energy Group ADSs, representing 10.5 per cent. of
the issued share capital of The Energy Group.
PacifiCorp Acquisitions has arranged for appropriate financing in connection
with the Increased Offer.
The Increased Offer will not be made, directly or indirectly, in or into Canada,
Australia or Japan. Accordingly, copies of this announcement are not being, and
must not be, mailed or otherwise distributed or sent in or into Canada,
Australia or Japan.
The Increased Offer will be subject to the applicable requirements of both the
City Code in the United Kingdom and United States federal securities laws.
Unless otherwise stated or the context otherwise requires, words and expressions
defined in the Offer Document have the same meaning throughout this
announcement.
Goldman Sachs International, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for PacifiCorp Acquisitions
and PacifiCorp and for no one else in connection with the Increased Offer and
will not be responsible to anyone other than PacifiCorp Acquisitions and
PacifiCorp for providing the protections afforded to its customers or for giving
advice in relation to the Increased Offer. Goldman Sachs International will be
acting through Goldman, Sachs & Co. for the purposes of making the Increased
Offer in and into the United States.
A revised offer document, which will contain terms and conditions similar to
those of the Offer (except as indicated above), will be posted in due course.
Sources and Bases
The value of the fully diluted share capital of The Energy Group is based upon
520,857,817 Energy Group Shares in issue on 2 February 1998 and 9,228,858 Energy
Group shares which could fall to be issued on exercise in full of options and
vesting of all outstanding awards granted under the Energy Group Shares Schemes.
ENQUIRIES
PacifiCorp 1 503 731 2123
Scott Hibbs
Goldman Sachs International 0171 774 1000
Meyrick Cox
Gavin Anderson 0171 457 2345
Howard Lee
