<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
-----------------------
GENER S.A.
(Name of Subject Company (Issuer))
-----------------------
THE AES CORPORATION
MERCURY CAYMAN CO. III, LTD.
(Name of Filing Persons (Offerors))
-----------------------
AMERICAN DEPOSITARY SHARES (EACH REPRESENTING 68 SHARES
OF COMMON STOCK, NO PAR VALUE)
(Title of Class of Securities)
-----------------------
368731105
(CUSIP Number of Class of Securities)
-----------------------
BARRY J. SHARP
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
THE AES CORPORATION
1001 NORTH 19TH STREET
ARLINGTON, VIRGINIA 22209
(703) 522-1315
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
-----------------------
Copy to:
Michael E. Gizang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000
-----------------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
<S> <C>
$ 181,634,952.00 $ 36,327.00
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
* Estimated for purposes of calculating the amount of the filing fee only
in accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities
Exchange Act of 1934, based upon (a) $12.25, the average of the high and
low price per Gener American Depositary Share on November 2, 2000, as
reported on the New York Stock Exchange Composite Transaction Tape,
multiplied by (b) 14,827,343, representing the aggregate number of Gener
American Depositary Shares outstanding on September 30, 2000.
** One-fiftieth of 1% of the value of the transaction.
/X/ Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $36,327.00
Form or Registration No.: Registration Statement on Form S-4
Filing Party: The AES Corporation
Date Filed: November 9, 2000
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
This Amendment No. 6 amends and supplements the Tender Offer Statement on
Schedule TO initially filed on November 9, 2000 (the "Schedule TO") by Mercury
Cayman Co. III, Ltd., a limited company organized under the laws of the Cayman
Islands (the "Purchaser") and a wholly owned subsidiary of The AES Corporation,
a Delaware corporation ("AES"), relating to the offer by the Purchaser to
exchange each issued and outstanding American Depositary Share (each, an "ADS"
and collectively, "ADSs") of Gener S.A. ("Gener"), each representing 68 shares
of Gener common stock, no par value (the "Shares"), for a fraction of a share
of common stock, par value $0.01 per share, of AES (the "AES Shares"), on the
terms and subject to the conditions described in the Prospectus (as defined
below), as amended by Amendment No. 5 thereto, dated December 8, 2000 (the
"Fifth Amendment"), and the related ADS Letter of Transmittal (collectively
referred to as the "Offer").
On December 7, 2000, AES filed Amendment No. 1 to its registration
statement on Form S-4 with the Securities and Exchange Commission relating to
the AES Shares to be issued to holders of Gener ADSs in the Offer (the
"Registration Statement"). The terms and conditions of the Offer are set forth
in the preliminary prospectus dated December 7, 2000, which is a part of the
Registration Statement (the "Prospectus"), and the related Letter of
Transmittal, which are annexed to the Schedule TO as Exhibits (a)(13) and
(a)(2), respectively.
All of the information in the Prospectus, the Fifth Amendment, and the
related ADS Letter of Transmittal, and any prospectus supplement or other
supplement or amendment thereto related to the Offer hereafter filed with the
Securities and Exchange Commission by AES, is hereby incorporated by reference
in answer to Items 2 through 11 of this Schedule TO.
2
<PAGE>
ITEM 1. SUMMARY TERM SHEET.
Item 1 is hereby amended and supplemented as follows:
The answer to the question "WHAT ARE THE CONDITIONS TO YOUR OFFER?" in the
section entitled "QUESTIONS AND ANSWERS ABOUT THE TRANSACTION" in the
Prospectus is hereby amended and restated by amending and restating the fourth
bullet point on page 4 to read in its entirety as follows:
"The average of the high and low selling prices of AES shares, as
reported on the New York Stock Exchange Composite Transaction Tape, for the
ten New York Stock Exchange trading days ending on the second New York
Stock Exchange trading day immediately prior to the date on which our
offer expires, will be no less than $45;"
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented as follows:
On December 12, 2000, we increased the value of the AES stock to be
exchanged for each issued and outstanding Gener ADS in our offer from
US$16.00 to US$16.50. We made a corresponding increase in the price
to be paid for each Gener share to be purchased in the Chilean offer, to
the Chilean peso equivalent price of US$0.242647059. A copy of the press
release is filed herewith as Exhibit (a)(15) and the information set forth
in the press release is incorporated herein by reference.
ITEMS 4 AND 11.
Items 4 and 11 are hereby amended and supplemented as follows:
The section of the Prospectus entitled "SUMMARY--Our Offer--Conditions of
Our Offer" is hereby amended and restated by amending and restating the fourth
bullet point on page 13 to read in its entirety as follows:
"The average of the high and low selling prices of AES shares, as
reported on the New York Stock Exchange Composite Transaction Tape, for the
ten New York Stock Exchange trading days ending on the second New York
Stock Exchange trading day immediately prior to the date on which our offer
expires, will be no less than $45;"
The section of the Prospectus entitled "OUR OFFER--Conditions of Our
Offer--Minimum Share Price Condition" is hereby amended and restated to read in
its entirety as follows:
"The average of the high and low selling prices of AES shares, as
reported on the New York Stock Exchange Composite Transaction Tape, for the
ten New York Stock Exchange trading days ending on the second New York
Stock Exchange trading day immediately prior to the date on which our offer
expires, will be no less than $45."
ITEMS 5 AND 6.
Items 5 and 6 are hereby amended and supplemented as follows:
The section entitled "OUR OFFER--Purpose of the Offers; Plans for
Gener--Plans for Gener" in the Prospectus is hereby amended and supplemented by
adding the following sentence after the final paragraph of the section:
"On December 12, 2000, we announced that, as a result of negotiations
with Provida, Habitat, Bansander and Cuprum, in the event we acquire
control of Gener, Gener will propose an amendment to the terms of Gener's
6% Senior Convertible Notes Due 2005, relating to adjustments of the
conversion price in the event of certain distributions of dividends to
provide that the conversion price of the notes will be subject to
adjustment upon the terms set forth in such notes in the event of a
distribution of dividends from accumulated profits and capital reserves as
of September 30, 2000. The Gener convertible notes currently require such
adjustments only in the event of the distribution of dividends
corresponding to fiscal years prior to 1998.
3
<PAGE>
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
On December 12, 2000, we extended the expiration date of the U.S.
exchange offer so that it is now scheduled to expire at 12:00 midnight on
Tuesday December 26, 2000. A copy of the press release is filed herewith as
Exhibit (a)(15) and the information set forth in the press release is
incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following exhibit:
<TABLE>
<S> <C>
(a)(15) Press release dated December 12, 2000.
</TABLE>
4
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
MERCURY CAYMAN CO. III, LTD.
By: /s/ Naveed Ismail
------------------------------------
Name: Naveed Ismail
Title: President
Dated: December 13, 2000
THE AES CORPORATION
By: /s/ Paul T. Hanrahan
------------------------------------
Name: Paul T. Hanrahan
Title: Senior Vice President
Dated: December 13, 2000
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
--------------- ---------------------------------------------------------------------------------------
<S> <C>
(a)(1) Prospectus relating to AES Shares to be issued in the U.S. Offer (incorporated by
reference from The AES Corporation Registration Statement on Form S-4 filed on
November 9, 2000).*
(a)(2) Form of ADS Letter of Transmittal (incorporated by reference to Exhibit 99.1 to The
AES Corporation Registration Statement on Form S-4 filed on November 9, 2000).*
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to
The AES Corporation Registration Statement on Form S-4 filed on November 9, 2000).*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees (incorporated by reference to Exhibit 99.3 to The AES Corporation
Registration Statement on Form S-4 filed on November 9, 2000).*
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to The AES
Corporation Registration Statement on Form S-4 filed on November 9, 2000).*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(incorporated by reference to Exhibit 99.5 to The AES Corporation Registration
Statement on Form S-4 filed on November 9, 2000).*
(a)(7) Summary Advertisement published in The Wall Street Journal on November 13, 2000
(incorporated by reference to Exhibit 99.6 to The AES Corporation Registration
Statement on Form S-4 filed on November 9, 2000).*
(a)(8) Press Release issued by AES on November 3, 2000 (incorporated by reference to Exhibit
99.7 to The AES Corporation Registration Statement on Form S-4 filed on November 9,
2000).*
(b) None.
(d) Letter Agreement between AES and Compania de Petroleos de Chile S.A., dated
November 3, 2000.*
(g) None.
(h) None.
(a)(9) Press release dated November 22, 2000.*
(a)(10) Press release dated November 28, 2000.*
(a)(11) Agreement, dated as of November 28, 2000, between AES, TotalFinaElf, and Total Gas
and Power Ventures.*
(a)(12) Press release dated December 7, 2000.*
(a)(13) Preliminary Prospectus, dated December 7, 2000, relating to AES Shares to be issued in
Offer (incorporated by reference from Amendment No. 1 to AES's Registration
Statement on S-4 filed on December 7, 2000).*
(a)(14) Press release dated December 8, 2000.*
(a)(15) Press release dated December 12, 2000.
</TABLE>
* Previously filed.
