<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. 3)
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
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$181,634,952.00 $36,327.00
1
<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,
FILE NO.: 333-49644
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. 3 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 WHICH WAS ANNEXED TO THE SCHEDULE TO AS EXHIBIT (a)(1), AS AMENDED BY
AMENDMENT NO. 1 THERETO, DATED NOVEMBER 22, 2000 (THE "FIRST AMENDMENT"), AND
AMENDMENT NO. 2 THERETO, DATED NOVEMBER 22, 2000 (THE "SECOND AMENDMENT"), AND
IN THE RELATED ADS LETTER OF TRANSMITTAL (COLLECTIVELY REFERRED TO AS THE
"OFFER").
AES HAS FILED A REGISTRATION STATEMENT ON FORM S-4 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
PROSPECTUS WHICH IS A PART OF THE REGISTRATION STATEMENT (THE "PROSPECTUS"), AND
THE RELATED ADS LETTER OF TRANSMITTAL, WHICH WERE ATTACHED TO THE SCHEDULE TO AS
EXHIBITS (a)(1) AND (a)(2), RESPECTIVELY.
ALL OF THE INFORMATION IN THE PROSPECTUS, THE FIRST AMENDMENT, THE
SECOND 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.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
ITEM 6 IS HEREBY AMENDED AND SUPPLEMENTED AS FOLLOWS:
THE SECTION ENTITLED "OUR OFFER-PURPOSE OF THE OFFERS; PLANS FOR GENER"
IN THE PROSPECTUS IS HEREBY AMENDED AND SUPPLEMENTED BY ADDING THE FOLLOWING
SENTENCE AFTER THE SECOND COMPLETE PARAGRAPH ON PAGE 37:
"ON NOVEMBER 28, 2000, WE ENTERED INTO AN AGREEMENT WITH
TOTALFINAELF, THE TOTAL AGREEMENT, WHICH PROVIDES, AMONG OTHER THINGS,
THAT IF WE ARE SUCCESSFUL IN ACQUIRING AT LEAST A MAJORITY OF THE
OUTSTANDING GENER SHARES, INCLUDING GENER SHARES REPRESENTED BY ADSS,
AS A SHAREHOLDER GENER WE WILL TAKE ACTION TO CAUSE GENER TO ENTER INTO
AN AGREEMENT TO SELL TO TOTALFINAELF ALL OF THE CAPITAL STOCK THAT
GENER OWNS IN CENTRAL PUERTO S.A., HIDRONEUQUEN S.A., TERMOANDES S.A.
AND INTERANDES S.A., THE ELECTRICITY COMPANIES, AND OTHER INTERESTS IN
ARGENTINA, THE ACQUIRED INTERESTS, CONSISTING OF ALL OF THE
SUBORDINATED INDEBTEDNESS OWNED BY GENER AND ITS AFFILIATES OF
HIDROELECTRICA, A 59% OWNED SUBSIDIARY OF HIDRONEUQUEN, ALL OF GENER'S
RIGHTS AND OBLIGATIONS UNDER MANAGEMENT CONTRACTS WITH THE ELECTRICITY
COMPANIES, ALL OF GENER'S INTERESTS IN PROJECTS UNDER STUDY OR
DEVELOPMENT TO DEVELOP ELECTRICITY TRANSMISSION OR GENERATION
FACILITIES IN ARGENTINA AND IN THE PROJECT UNDER STUDY TO DEVELOP
FACILITIES FOR TRANSMITTING ELECTRICITY BETWEEN THE YACYRETA REGION IN
ARGENTINA AND THE SAO PAULO REGION IN BRAZIL, FOR A PURCHASE PRICE OF
<PAGE>
$652 MILLION IN CASH, SUBJECT TO CERTAIN ADJUSTMENTS. CONCURRENTLY
WITH SUCH SALE, APPROXIMATELY $274 MILLION OF INDEBTEDNESS OF
TERMOANDES AND INTERANDES WOULD BE REPAID. IF WE PURCHASE GENER SHARES
IN THE OFFERS BUT DO NOT ACQUIRE A MAJORITY OF THE OUTSTANDING GENER
SHARES, INCLUDING GENER SHARES REPRESENTED BY ADSS, WE HAVE AGREED
WITH TOTALFINAELF THAT WE WILL USE OUR REASONABLE BEST EFFORTS TO
ACQUIRE AT LEAST A MAJORITY OF THE OUTSTANDING GENER SHARES, INCLUDING
GENER SHARES REPRESENTED BY ADSS.
2
<PAGE>
TOTALFINAELF HAS AGREED NOT TO TAKE ANY ACTION THAT WOULD FRUSTRATE OR
PREVENT THE CONSUMMATION OF THE OFFERS. WE AND TOTALFINAELF HAVE
AGREED TO COOPERATE AND TO USE OUR REASONABLE BEST EFFORTS TO SUPPORT
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE TOTAL
AGREEMENT, INCLUDING THE OFFERS. THE SALE TO TOTALFINAELF OF THE
ELECTRICITY COMPANIES' SHARES AND THE ACQUIRED INTERESTS IS SUBJECT TO
A NUMBER OF CONDITIONS, INCLUDING SATISFACTION BY TOTALFINAELF OF A
DUE DILIGENCE REVIEW. IN ADDITION, UNDER THE TOTAL AGREEMENT,
TOTALFINAELF HAS THE RIGHT AT ITS OPTION TO PURCHASE THE SHARES OF ALL
OR ANY OF THE ELECTRICITY COMPANIES AND TO PURCHASE OR NOT PURCHASE
THE ACQUIRED INTERESTS IN THE PROJECTS UNDER STUDY AND/OR DEVELOPMENT.
THE TOTAL AGREEMENT PROVIDES FOR TERMINATION BY THE PARTIES IN CERTAIN
EVENTS, INCLUDING UPON THE TERMINATION OF THE OFFERS WITHOUT THE
PURCHASE OF ANY GENER SHARES OR ADSS THEREUNDER."
ITEM 12. EXHIBITS.
ITEM 12 IS HEREBY AMENDED AND SUPPLEMENTED TO ADD THE FOLLOWING
EXHIBITS:
(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.
3
<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: NOVEMBER 30, 2000
THE AES CORPORATION
BY: /S/ PAUL T. HANRAHAN
--------------------------
NAME: PAUL T. HANRAHAN
TITLE: SENIOR VICE PRESIDENT
DATED: NOVEMBER 30, 2000
4
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
------- ------------
(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 scheduled for publication 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.
5
<PAGE>
EXHIBIT
NUMBER EXHIBIT NAME
------- ------------
(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.
* PREVIOUSLY FILED.
6
