-----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, SWj0j1p3LS4jbDPZW05Obh11MctkCWGN5v/wywddgnqnoEAH/RU/2mBbA9aHQIaB UPjPMO6wfMftSey8gCrrlA== /in/edgar/work/0000950136-00-001666/0000950136-00-001666.txt : 20001123 0000950136-00-001666.hdr.sgml : 20001123 ACCESSION NUMBER: 0000950136-00-001666 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENER S A CENTRAL INDEX KEY: 0000926075 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-55455 FILM NUMBER: 775690 BUSINESS ADDRESS: STREET 1: MIRAFLORES 222 STREET 2: 4TH FL CITY: SANTIAGO CHILE STATE: F3 BUSINESS PHONE: 5626322909 FORMER COMPANY: FORMER CONFORMED NAME: CHILGENER INC DATE OF NAME CHANGE: 19940628 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AES CORPORATION CENTRAL INDEX KEY: 0000874761 STANDARD INDUSTRIAL CLASSIFICATION: [4991 ] IRS NUMBER: 541163725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1001 N 19TH ST STREET 2: STE 2000 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7035221315 SC TO-T/A 1 0001.txt SCHEDULE TO-T/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 1) ------------------------ 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- *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. 1 amends and supplements the Tender Offer Statement on Schedule TO, dated November 9, 2000 (the "Schedule TO"), filed 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), and 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 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 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 supplemented by adding the following paragraph after the eighth bullet point: "The AES Corporation announced on November 22, 2000 that early termination of the waiting period under the Hart Scott Rodino Act with respect to the purchase of Gener ADSs pursuant to the Offer was granted by the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice on November 20, 2000." The answer to the question "WHAT ARE THE CONDITIONS TO YOUR CHILEAN OFFER?" in the section entitled "QUESTIONS AND ANSWERS ABOUT THE TRANSACTION" in the Prospectus is hereby amended and supplemented by adding the following paragraph after the third bullet point: "The AES Corporation announced on November 22, 2000 that it had waived the financing condition in its offer to purchase 3,466,600,000 shares of Gener S.A. in Chile at the Chilean peso equivalent of US $0.235294118 per share." The section entitled "THE CHILEAN OFFER" in the Prospectus is hereby amended and supplemented by adding the following sentence after the second paragraph: "The AES Corporation announced on November 22, 2000 that it had waived the financing condition in its offer to purchase 3,466,600,000 shares of Gener S.A. in Chile at the Chilean peso equivalent of US $0.235294118 per share." ITEMS 4 and 11. Items 4 and 11 are hereby amended and supplemented as follows: The section entitled "SUMMARY--Our Offer" is hereby amended and supplemented by adding the following paragraph after the third bullet point on page 14: "The AES Corporation announced on November 22, 2000 that early termination of the waiting period under the Hart Scott Rodino Act with respect to the purchase of Gener ADSs pursuant to the Offer was granted by the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice on November 20, 2000." The section entitled "OUR OFFER--Certain Legal Matters; Regulatory Approvals" in the Prospectus is hereby amended and supplemented by adding the following sentence after the first paragraph: "The AES Corporation announced on November 22, 2000 that early termination of the waiting period under the Hart Scott Rodino Act with respect to the purchase of Gener ADSs pursuant to the Offer was granted by the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice on November 20, 2000." ITEM 12. Exhibits. Item 12 is hereby amended and supplemented to add the following exhibit: (a)(9) Press release dated November 22, 2000. 2 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 22, 2000 The AES Corporation By: /s/ Paul T. Hanrahan -------------------------- Name: Paul T. Hanrahan Title: Senior Vice President Dated: November 22, 2000 3 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. (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. - ---------- * Previously filed. 4 EX-99.(A)(9) 2 0002.txt PRESS RELEASE DATED NOVEMBER 22, 2000 [AES LETTERHEAD] FOR IMMEDIATE RELEASE - --------------------- Contact: Kenneth R. Woodcock (703) 522-1315 AES WAIVES FINANCING CONDITION IN GENER CHILEAN OFFER ARLINGTON, VA, NOVEMBER 22, 2000 -- The AES Corporation (NYSE:AES), announced that it had waived the financing condition in its offer to purchase 3,466,600,000 shares of Gener S.A. in Chile at the Chilean peso equivalent of US $0.235294118 per share. AES is also offering to purchase all outstanding Gener American Depositary Shares for AES common stock having a value of US$16 per ADS. As a result of this action, the Chilean offer is no longer conditioned on the receipt by AES of sufficient funds to purchase the Gener shares sought in the Chilean offer and to pay all fees and expenses incurred in connection with the offers. The U.S. offer is conditioned upon, among other things, the purchase of shares in the Chilean offer. Naveed Ismail, President of AES Andes commented, "We are taking action today to waive the financing condition so that it is no longer an issue for Gener shareholders." AES has stated that it intends to obtain such funds from various sources including project borrowings and issuances of debt, equity and convertible securities by AES and its subsidiaries. AES also announced that early termination of the waiting period under the Hart Scott Rodino Act with respect to the purchase of Gener shares pursuant to the Offers had been granted. AES is a leading global power company comprised of competitive generation, distribution and retail supply businesses in Argentina, Australia, Bangladesh, Brazil, Canada, China, Dominican Republic, El Salvador, Georgia, Hungary, India, Kazakhstan, the Netherlands, Mexico, Pakistan, Panama, Sri Lanka, the United Kingdom, the United States and Venezuela. The company's generating assets include interests in one hundred and thirty seven facilities totaling over 49 gigawatts of capacity. AES's electricity distribution network has over 920,000 km of conductor and associated rights of way and sells over 126,000 gigawatt hours per year to over 17 million end-use customers. In addition, through its various retail electricity supply businesses, the company sells electricity to over 154,000 end-use customers. AES is dedicated to providing electricity worldwide in a socially responsible way. * * * * * For more general inforomation visit our web site at www.aesc.com or contact investor relations at investing@aesc.com. The list aes-pr-announce is an automated mailing list and can be found on the investing page of our web site. Those who subscribe to this list will receive updates when AES issues a presss release. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----