-----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, EjanzReeZMlf7/EQ0AB4sP/IHdSKl3FkPon1NHvg5qKhRfspDqYVNFrarCqCx7vd 02V1DDI6/erQ1lx37Nhqdg== 0000950136-00-001777.txt : 20001214 0000950136-00-001777.hdr.sgml : 20001214 ACCESSION NUMBER: 0000950136-00-001777 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENER S A CENTRAL INDEX KEY: 0000926075 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [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: 788328 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: COGENERATION SERVICES & SMALL POWER PRODUCERS [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. 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
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. 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 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 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: (a)(15) Press release dated December 12, 2000.
4 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 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 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.
* Previously filed. EX-99.(A)(15) 2 0002.txt PRESS RELEASE [AES LOGO] NEWS RELEASE - -------------------------------------------------------------------------------- Contact: Kenneth R. Woodcock (703) 522-1315 FOR IMMEDIATE RELEASE AES INCREASES PRICE IN GENER OFFERS - -------------------------------------------------------------------------------- ARLINGTON, VA, DECEMBER 12, 2000 -- The AES Corporation (NYSE: AES) announced today that as a result of negotiations with Provida, Habitat, Bansander and Cuprum, AES had determined to make certain amendments to its offers for Gener American Depositary Shares and Gener Shares. AES is increasing the price in its offer to exchange all American Depositary Shares of Gener S.A. for AES common stock to a value of US $16.50 per ADS. AES is also making a corresponding increase in the price pursuant to its offer to purchase in Chile 3,466,600,000 shares of Gener common stock to the Chilean peso equivalent price of $0.242647059. AES also announced that it was modifying the AES share price condition of its offers. The offers will now be subject to the condition that 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 the exchange offer expires, not be less than $45. AES also stated that in the event it acquires 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. The expiration date of the U.S. exchange offer has been extended so that the U.S. exchange offer is now scheduled to expire on Tuesday, December 26, 2000 at 12:00 midnight. Except as modified by these changes, the terms and conditions of the exchange offer and the Chilean offer remain in effect and unmodified. As of the close of business on December 11, 2000, 8,485,568 ADSs had been tendered and not withdrawn pursuant to the exchange offer. AES is a leading global power company comprised of competitive generation, distribution and retail supply businesses in Argentina, Australia, Bangladesh, Brazil, Canada, China, Colombia, 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 nine 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 information visit our web site 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 press release. - -------------------------------------------------------------------------------- The AES Corporation o 1001 North 19th Street o Arlington, Virginia 22209 -----END PRIVACY-ENHANCED MESSAGE-----