-----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, GjmDrpGgymPdC7ArZUQdfSGOZtdn242B4BiupICxVNM12jSiTBQzzhb3/gqH/uCr Peb1InTB2qsUUIaQq0Fz/Q== 0000950136-00-001855.txt : 20001227 0000950136-00-001855.hdr.sgml : 20001227 ACCESSION NUMBER: 0000950136-00-001855 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001226 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: 795645 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. 10) ----------------------- 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** $440,264,006.40 $90,627.00 =============================================================================== - -------------------------------------------------------------------------------- * 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) $16.03125, the average of the high and low price per Gener American Depositary Share on December 15, 2000, as reported on the New York Stock Exchange Composite Transaction Tape, multiplied by (b) 27,462,862, representing the aggregate number of Gener American Depositary Shares AES estimates will be the maximum number of Gener ADSs outstanding on the expiration date of the U.S. Offer. ** 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 plus $54,300 Form or Registration No.: Registration Statement on Form S-4 and Amendment No. 4 thereto. Filing Party: The AES Corporation Date Filed: November 9, 2000 and December 21, 2000 respectively [ ] 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. 10 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"), Amendment No. 6 thereto, dated December 13, 2000 (the "Sixth Amendment"), Amendment No. 7 thereto, dated December 14, 2000 (the "Seventh Amendment"), Amendment No. 8 thereto, dated December 21, 2000 (the "Eighth Amendment"), and Amendment No. 9 thereto, dated December 22, 2000 (the "Ninth Amendment") and the related ADS Letter of Transmittal (collectively referred to as the "Offer"). AES initially filed a Registration Statement on Form S-4 relating to the AES Shares to be issued to holders of Gener ADSs in the Offer on November 9, 2000, which has subsequently been amended by Amendment No. 1 thereto, dated December 7, 2000, Amendment No. 2 thereto, dated December 13, 2000, Amendment No. 3 thereto, dated December 14, 2000, and Amendment No. 4 thereto, dated December 22, 2000 (the "Registration Statement"). The terms and conditions of the Offer are set forth in the final prospectus dated December 22, 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)(18) and (a)(2), respectively. All of the information in the Prospectus, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth 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 12. EXHIBITS. Item 12 is hereby amended and supplemented to add the following exhibit: (a)(19) Press release dated December 22, 2000.
3 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 26, 2000 THE AES CORPORATION By: /s/ Paul T. Hanrahan ------------------------------------ Name: Paul T. Hanrahan Title: Senior Vice President Dated: December 26, 2000 4 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.* (a)(16) Supplement No. 1 to the Prospectus relating to AES shares to be issued in the U.S. Offer.* (a)(17) Press release dated December 20, 2000.* (a)(18) Final Prospectus, dated December 22, 2000, relating to AES Shares to be issued in the U.S. Offer (incorporated by reference from Amendment No. 4 to AES's Registration Statement on Form S-4 filed on December 22, 2000).* (a)(19) Press release dated December 22, 2000.
* Previously filed. EX-99.(A)(19) 2 0002.txt NEWS RELEASE [The Global Power Company Letter Head] NEWS RELEASE - -------------------------------------------------------------------------------- Contact: Kenneth R. Woodcock (703) 522-1315 FOR IMMEDIATE RELEASE AES ACKNOWLEDGES NEW LAW IN CHILE ARLINGTON, VA, December 22, 2000 -- The AES Corporation today confirmed that the new tender offer law in Chile was enacted on December 20. The law requires any person after acquiring control of 66 2/3% or more of the voting power of a company such as Gener, to conduct a tender offer for all the remaining shares of the company within 30 days following such acquisition of control. Although there have been different interpretations and because the law is newly adopted there are no precedents, AES understands that the provision of the new law requiring such an offer states that the price per share in such offer is to be no less than the weighted average trading price of the company's shares on stock exchanges in Chile during the two months preceding such acquisition of control. The law also provides that if the acquiring person failed to hold such a tender offer, holders of remaining shares would be entitled to the statutory withdrawal rights which essentially would allow them to sell their stock to the company, then controlled by the acquiring person, at a price per share equal to the weighted average trading price of the shares on stock exchanges in Chile during the two months preceding the expiration of such 30-day period. In these circumstances, the actual price would be determined based on such calculation of trading prices and the date of acquiring control, which price could be the same as the offer or higher or lower. AES understands that before any such offer under the new Chilean tender offer law would be required to be made, that the Chilean Securities Regulatory Agency would provide definitive guidance on the interpretation of the new law. 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 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 press release. - ------------------------------------------------------------------------------- The AES Corporation o 1001 North 19th Street o Arlington, Virginia 22209 -----END PRIVACY-ENHANCED MESSAGE-----