-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BTcTQc4rCk+WgOsjrFKrDNkwnLlDerI/KIWYB4CuxwLwg5mQht8UxLxSeLNHflIk t3/POz071ZCCACX4TaOl0A== 0000950103-06-002604.txt : 20061115 0000950103-06-002604.hdr.sgml : 20061115 20061115165451 ACCESSION NUMBER: 0000950103-06-002604 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061115 DATE AS OF CHANGE: 20061115 GROUP MEMBERS: BANCO SANTANDER CENTRAL HISPANO, S.A. GROUP MEMBERS: SANTANDER SEGUROS Y REASEGUROS, CIA ASEGURADORA, S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDESA SA CENTRAL INDEX KEY: 0001046649 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80961 FILM NUMBER: 061220491 BUSINESS ADDRESS: STREET 1: CALLE RIBERA DEL LOIRA 60 CITY: MADRID STATE: U3 ZIP: 28042 BUSINESS PHONE: 34-91-2131000 MAIL ADDRESS: STREET 1: 410 PARK AVE STREET 2: STE 410 CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANCO SANTANDER CENTRAL HISPANO SA CENTRAL INDEX KEY: 0000891478 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 132617929 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: NEW YORK BRANCH STREET 2: 45 EAST 53RD STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124505098 MAIL ADDRESS: STREET 1: NEW YORK BRANCH STREET 2: 45 EAST 53RD ST CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: BANCO SANTANDER S A DATE OF NAME CHANGE: 19931201 FORMER COMPANY: FORMER CONFORMED NAME: BANCO SANTANDER SOCIEDAD ANONIMA DATE OF NAME CHANGE: 19921120 SC 13D/A 1 dp04011_sc13da.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)

Endesa, S.A.

(Name of Issuer)

ordinary shares, nominal value €1.20 each

(Title of Class of Securities)

E41222113

(CUSIP Number)

James H. Bathon
Banco Santander Central Hispano, S.A.
c/o Banco Santander Central Hispano, S.A., New York Branch
45 East 53^rd Street
New York, NY 10022
(212) 350-3500

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

November 10, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. E41222113

13D

Page 2 of 10 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) *Banco Santander Central Hispano, S.A*.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION *Kingdom of Spain*
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER *1,632,616*
		8	SHARED VOTING POWER *824,843*
		9	SOLE DISPOSITIVE POWER *1,632,616*
		10	SHARED DISPOSITIVE POWER *824,843*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON *2,457,459*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *0.232%*
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 2 of 10

CUSIP No. E41222113

13D

Page 3 of 10 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) *Banco Español de Crédito, S.A*.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION *Kingdom of Spain*
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER *401,239*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER *401,239*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON *401,239*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *0.038%*
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 3 of 10

CUSIP No. E41222113

13D

Page 4 of 10 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) *Santander Seguros y Reaseguros, CIA Aseguradora, S.A*.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION *Kingdom of Spain*
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER *156,337*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER *156,337*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON *156,337*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *0.015%*
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 4 of 10

CUSIP No. E41222113

13D

Page 5 of 10 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) *Santander Investment Bolsa S.V.S.A.*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION *Kingdom of Spain*
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER *267,267*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER *267,267*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON *267,267*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *0.025%*
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 5 of 10

This Amendment No. 2 (the “Amendment”) constitutes the second amendment to the Schedule 13-D originally filed by Banco Santander Central Hispano, S.A., a Spanish sociedad anonima (“Santander”), and the other filing persons identified therein (the “Reporting Persons”), with the Securities and Exchange Commission (“SEC”) on October 20, 2006 (the “Statement”, and as amended from time to time prior to the date hereof, the “Schedule 13D/A”), with respect to ordinary shares, nominal value €1.20 each (the “Shares”), of Endesa, S.A., a Spanish sociedad anonima (the “Issuer”). Except as specifically amended by this Amendment, the Schedule 13D/A remains in full force and effect. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Statement.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D/A is hereby amended by adding the following to the end of the disclosures set forth therein:

On November 10, 2006, Finanzas Dos, S.A. (“Finanzas”) exercised its early termination rights under each of the total return equity swap transactions relating to the Issuer’s Shares described above. Consequently, on that date Santander sold in the open market on the Automated Quotation Systems of the Spanish stock exchanges the 101,983,965 Shares that it had held in order to hedge its exposure under the total return equity swaps. The net payment to be made by Santander to Finanzas as a result of this termination of the swap transactions is EUR 215,215,476.42.

Santander owns 1,632,616 Shares of the Issuer, and Santander’s subsidiaries, Banco Español de Crédito, S.A., Santander Seguros y Reaseguros, CIA Aseguradora S.A., and Santander Investment Bolsa S.V.,S.A. own 824,843 Shares of the Issuer, in each case acquired in the course of proprietary trading activities and transactions on behalf of clients.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BANCO SANTANDER CENTRAL HISPANO, S.A.

	November 15, 2006

	Date

	/s/ Juan Guitard

	Signature

	Juan Guitard/Executive Vice President

	(Name/Title)

BANCO ESPAÑOL DE CREDITO, S.A.

	November 15, 2006

	Date

	/s/ Jose M. Puro Morales

	Signature

	Jose M. Puro Morales/Sub-Director General

	(Name/Title)

SANTANDER SEGUROS Y REASEGUROS, CIA ASEGURADORA, S.A.

	successor of BANESTO SEGUROS

	November 15, 2006

	Date

	/s/ David Fernandez Rueda

	Signature

	David Fernandez Rueda/Director Tecnico

	(Name/Title)

	/s/ Arturo Palomero

	Signature

	Arturo Palomero/Apoderado

	(Name/Title)

SANTANDER INVESTMENT BOLSA, S.V.S.A.

	November 15, 2006

	Date

	/s/ Gabriel Alvarez de Toledo

	Signature

	Gabriel Alvarez de Toledo/CEO

	(Name/Title)

TRANSACTIONS IN SHARES OF THE ISSUER SINCE OCTOBER 20, 2006

All of the purchases and sales of Shares set forth below were made by Santander since October 20, 2006:

Date of Transaction		Number of Shares
(Day/Month/Year)	Buy/Sell	Purchased	Nature of Purchase	Price Per Share

26/10/2006	Buy	14,684	Open Market	34.36
26/10/2006	Buy	17,159	Open Market	34.38
26/10/2006	Buy	25,000	Open Market	34.36
26/10/2006	Sell	-25,000	Open Market	34.36
26/10/2006	Sell	-17,159	Open Market	34.38
27/10/2006	Buy	14,684	Open Market	34.50
30/10/2006	Buy	7,342	Open Market	34.41
30/10/2006	Sell	-22,026	Open Market	34.47
31/10/2006	Sell	-7,342	Open Market	34.56
1/11/2006	Sell	-14,684	Open Market	34.73
3/11/2006	Buy	35,000	Open Market	35.11
3/11/2006	Sell	-73,420	Open Market	35.33
3/11/2006	Sell	-35,000	Open Market	35.11
6/11/2006	Buy	17	Open Market	35.93
6/11/2006	Buy	20	Open Market	35.93
6/11/2006	Buy	52	Open Market	35.93
6/11/2006	Buy	52	Open Market	35.93
6/11/2006	Buy	61	Open Market	35.82
6/11/2006	Buy	65	Open Market	35.81
6/11/2006	Buy	101	Open Market	35.82
6/11/2006	Buy	105	Open Market	35.93
6/11/2006	Buy	128	Open Market	35.82
6/11/2006	Buy	150	Open Market	35.93
6/11/2006	Buy	158	Open Market	35.93
6/11/2006	Buy	196	Open Market	35.93
6/11/2006	Buy	204	Open Market	35.82
6/11/2006	Buy	250	Open Market	35.93
6/11/2006	Buy	250	Open Market	35.81
6/11/2006	Buy	321	Open Market	35.82
6/11/2006	Buy	423	Open Market	35.82
6/11/2006	Buy	762	Open Market	35.82
6/11/2006	Buy	1,685	Open Market	35.81
6/11/2006	Buy	34,684	Open Market	35.75
6/11/2006	Sell	-3,735	Open Market	35.94
6/11/2006	Sell	-3,440	Open Market	35.83
6/11/2006	Sell	-2,372	Open Market	35.68
6/11/2006	Sell	-1,265	Open Market	35.94
6/11/2006	Sell	-628	Open Market	35.68
6/11/2006	Sell	-480	Open Market	35.83
6/11/2006	Sell	-427	Open Market	35.83
6/11/2006	Sell	-225	Open Market	35.83
6/11/2006	Sell	-167	Open Market	35.83
6/11/2006	Sell	-100	Open Market	35.83
6/11/2006	Sell	-100	Open Market	35.83
6/11/2006	Sell	-61	Open Market	35.83
7/11/2006	Buy	14,684	Open Market	35.75
7/11/2006	Sell	-73,420	Open Market	35.50

Date of Transaction		Number of Shares
(Day/Month/Year)	Buy/Sell	Purchased	Nature of Purchase	Price Per Share

8/11/2006	Buy	7,342	Open Market	35.69
10/11/2006	Buy	14,684	Open Market	35.55
10/11/2006	Buy	15,000	Open Market	35.65
10/11/2006	Sell	-101,983,965	Open Market	35.6248
10/11/2006	Sell	-15,000	Open Market	35.65
13/11/2006	Buy	7,342	Open Market	35.57
13/11/2006	Sell	-222,903	Open Market	35.75
13/11/2006	Sell	-8,360	Open Market	35.74
14/11/2006	Buy	30,000	Open Market	35.74
14/11/2006	Buy	5,000	Open Market	35.74
14/11/2006	Buy	5,000	Open Market	35.75
14/11/2006	Buy	5,000	Open Market	35.75
14/11/2006	Buy	15,000	Open Market	35.77
14/11/2006	Buy	3,944	Open Market	35.75
14/11/2006	Buy	105,000	Open Market	35.94
14/11/2006	Buy	5,874	Open Market	35.94
14/11/2006	Buy	15,000	Open Market	35.75
14/11/2006	Sell	-7,342	Open Market	35.65

All of the purchases of Shares set forth below were made by Banco Español de Crédito, S.A. since October 20, 2006:

Date of Transaction		Number of Shares
(Day/Month/Year)	Buy/Sell	Purchased	Nature of Purchase	Price Per Share

13/11/2006	Buy	40,000	Open Market	35.75
14/11/2006	Buy	10,000	Open Market	35.94

All of the purchases and sales of Shares set forth below were made by Santander Investment Bolsa, S.V., S.A. since October 20, 2006:

Date of Transaction		Number of Shares
(Day/Month/Year)	Buy/Sell	Purchased	Nature of Purchase	Price Per Share

10/26/2006	Buy	3,000	Open Market	34.30
10/26/2006	Sell	3,000	Open Market	34.30
10/30/2006	Buy	749	Open Market	34.65
10/30/2006	Sell	749	Open Market	34.65
10/31/2006	Sell	2,937	Open Market	34.73
11/1/2006	Buy	9,492	Open Market	34.80
11/1/2006	Sell	9,492	Open Market	34.80
11/14/2006	Buy	68	Open Market	35.82
11/14/2006	Sell	68	Open Market	35.84

All of the purchases and sales of Shares set forth below were made by Santander Seguros y Reaseguros, CIA Aseguradora, S.A. since October 20, 2006:

Date of Transaction		Number of Shares
(Day/Month/Year)	Buy/Sell	Purchased	Nature of Purchase	Price Per Share

10/27/2006	Buy	100,000	Open Market	34.50
10/27/2006	Buy	25,000	Open Market	34.50
10/30/2006	Buy	2,898	Open Market	34.33
10/30/2006	Buy	102	Open Market	34.39
10/30/2006	Sell	3,000	Open Market	34.35
11/13/2006	Sell	50,000	Open Market	35.75
11/13/2006	Sell	50,000	Open Market	35.75

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