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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. 5)
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
(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
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*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. 5 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), 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 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 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
On December 8, 2000, AES issued a press release announcing that it was
extending the expiration date of the offer until 12:00 midnight on Tuesday,
December 12, 2000. A copy of the press release is filed herewith as Exhibit
(a)(14) 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:
(a)(14) Press release dated December 8, 2000.
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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 8, 2000
The AES Corporation
By: /s/ Paul T. Hanrahan
Name: Paul T. Hanrahan
Title: Senior Vice President
Dated: December 8, 2000
EXHIBIT INDEX
EXHIBIT EXHIBIT NAME
NUMBER
(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.
(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.
* Previously filed.
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