1 As filed with the Securities and Exchange Commission on October 26, 1999 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13E-3 TRANSACTION STATEMENT PURSUANT TO RULE 13E-3 UNDER SECTION 13 (E) OF THE SECURITIES EXCHANGE ACT OF 1934 COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A.- BOLIVIAN POWER COMPANY LIMITED ------------------------------ (Name of Issuer) Compania Boliviana de Energia Electrica S.A.- Bolivian Power Company Limited Tosli Acquisition B.V. Tosli Investments N.V. NRG Energy, Inc. Nordic Power Invest AB Vattenfall AB ------------------------------ (Name of Person(s) Filing Statement) Common Stock Without Nominal or Par Value ------------------------------ (Title of Class of Securities) 204425 102 ------------------------------ (CUSIP Number of Class of Securities) David H. Peterson Chairman Of the Board and Chief Executive Officer Compania Boliviana de Energia Electrica S.A.- Bolivian Power Company Limited Obrajes, Ave. Hernando Siles #5635 Entre Calles 10 y 11 La Paz, Bolivia - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of Person(s) Filing Statement) Copy To: Frank Voigt, Esq. Dorsey & Whitney LLP 220 South Sixth Street Pillsbury Center South Minneapolis, MN 55402-1498 (612) 340-2781 2 This statement is filed in connection with (check the appropriate box): |X| a. The filing of solicitation materials or an information statement subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [ss.240.13e-3(c)] under the Securities Exchange Act of 1934. |_| b. The filing of a registration statement under the Securities Act of 1933. |X| c. A tender offer |_| d. None of the above. Check the following box if the soliciting materials or information statement referred to in check box (a) are preliminary copies: |_| * For purposes of calculating fee only. This amount assumes the purchase at a price of U.S. $20.00 net per share of 4,202,575 outstanding shares of Company Common Stock. The amount of the filing fee, calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the shares purchased. |_| CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED IN 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 SCHEDULE AND THE DATE OF ITS FILING. Amount Previously Paid: $16,810 Form or Registration No.: 13E-3 Filing Parties: Compania Boliviana de Energia Electrica S.A.- Bolivian Power Company Limited Tosli Acquisition B.V. Tosli Investments N.V. NRG Energy, Inc. Nordic Power Invest AB Vattenfall AB Date Filed: August 26, 1999 -2-
CALCULATION OF FILING FEE =============================================================================== TRANSACTION VALUATION * AMOUNT OF FILING FEE $84,051,500 $16,810 =============================================================================== 3 AMENDED CROSS REFERENCE SHEET (PURSUANT TO GENERAL INSTRUCTION F TO SCHEDULE 13E-3) INTRODUCTION This Amendment No. 1 to Rule 13E-3 Transaction Statement is being filed in connection with an offer by Tosli Acquisition B.V., a Netherlands private limited liability company, (the "Purchaser") and a wholly-owned subsidiary of Tosli Investments N.V., a Netherlands public limited liability company ("Tosli") that is equally owned, through subsidiaries, by NRG Energy, Inc., a Delaware corporation and a wholly-owned limited liability subsidiary of Northern States Power Company, a Minnesota corporation, and Nordic Power Invest AB, a Swedish corporation, and a wholly-owned subsidiary of Vattenfall AB, a Swedish corporation that is wholly-owned by the State of Sweden, to purchase all the outstanding common shares (the "Shares"), without nominal or par value, of Compania Boliviana de Energia Electrica S.A. - Bolivian Power Company Limited (the "Company"), at a purchase price of U.S. $20.00 per Share, net to the Seller in cash, without interest (the "Offer Price"), pursuant to the terms and conditions of the Offer to Purchase dated August 26, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal, which as amended from time to time, together constitute the "Offer," and the Supplement to Offer to Purchase, dated October 26, 1999 (the "Supplement"), a copy of which is attached hereto as Exhibit (d)(10). All valid tenders not withdrawn prior to the Expiration Date (as defined in Section 1 of "THE OFFER -" in the Offer to Purchase) will be accepted. If at the Expiration Date, it is determined that valid tenders representing at least 90% of the number of non-affiliate Shares outstanding on a fully-diluted basis have been or are likely to be received and accepted, the Purchaser, in its sole discretion may extend the Offer. If 90% of such non-affiliate Shares are tendered and accepted, the Purchaser intends to extend the period of time for which the Offer is open for an additional three months, Tosli, which owns 4,030,762 Shares (96.6% of the currently outstanding Shares), intends to tender all of such Shares, and in the event Tosli tenders its Shares, all Shares not tendered will be purchased pursuant to Nova Scotia law, at the Offer Price. If at the Expiration Date, a sufficient number of valid tenders have been accepted to reduce the number of record holders of the Shares to less than 300, the Company intends to deregister the Shares with the United States Securities and Exchange Commission (the "Commission"), and cease filing reports and other information which the Company is currently required to file with the Commission under the requirements of the Securities Exchange Act of 1934, as amended. All valid tenders will be accepted as they are received. This amended Cross Reference Sheet is being supplied pursuant to General Instruction F of Schedule 13E-3 and shows the location in the Company's Amendment No. 1 to Schedule 14D-1, concurrently being filed with the Commission in connection with the Offer, of information required to be included in response to items of this amended Statement. A copy of Amendment No. 1 to Schedule 14D-1 is attached hereto as Exhibit (d)(12). The information in Schedule Amendment No. 1 to 14D-1, including all exhibits thereto, is hereby expressly incorporated herein by reference and the responses to each item are qualified in their entirety by the provisions of Amendment No. 1 to Schedule 14D-1. All information in, or incorporated by reference in Amendment No. 1 to Schedule 14D-1 or this Statement concerning the Company, or actions or events with respect to the Company, was provided by the Company, and all information in, or incorporated by reference in Amendment No. 1 to Schedule 14D-1 or this amended Statement concerning the Purchaser or its affiliates, or actions or events with respect to any of them, was provided by the Purchaser. Amendment No. 1 to Schedule 14D-1 is incorporated by reference in this filing. In addition, the information in this amended Schedule is intended to be solely for the information and use of the Commission, and should not be relied upon by any other person for any purpose. Capitalized terms used but not defined in this amended Statement shall have the respective meanings given them in Amendment No. 1 to Schedule 14D-1. -3- 4 -4-
AMENDMENT NO. 1 TO SCHEDULE 13E-3 RESPONSE AND/OR LOCATION IN AMENDMENT NO. 1 TO SCHEDULE - --------------------------------- ------------------------------------------------------- ITEM NUMBER AND CAPTION 14D-1 - ----------------------- ----- ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION. (a) - (d) Item 1. Security and Subject Company. (e) - (f) Not applicable. ITEM 2. IDENTITY AND BACKGROUND. (a) - (g) Item 2. Identity and Background. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS. (a) - (b) Item 3. Past Contacts, Transactions or Negotiations with the Subject Company. ITEM 4. TERMS OF THE TRANSACTION. (a) Item is omitted from Amendment No.1 to Schedule 14D-1. (b) Not applicable. ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a) - (f) Item 5. Purpose of the Tender Offer and Plans or Proposals of Bidder. ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) - (b) Item 4. Source and Amount of Funds or Other Consideration. (c) - (d) Not applicable. ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS. (a) - (c) Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. (d) Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder, except that a discussion on the federal income tax consequences of the Company, its affiliates and unaffiliated security holders is omitted from Amendment No. 1 to Schedule 14D-1. ITEM 8. FAIRNESS OF THE TRANSACTION. (a) - (b); (e) Item 5. Purpose of the Tender Offer and Plans or Proposals of Bidder. (c) Not applicable. (d) Not applicable. (f) Not applicable. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS. (a) - (c) Item 8. Persons Retained, Employed or to be Compensated. 5 -5-
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) Item 6. Interest in Securities of the Subject Company. ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S SECURITIES. Item 7. Contracts, Arrangements, Understandings or Relationships With Respect to the Subject Company's Securities. ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION. (a) - (b) Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. ITEM 13. OTHER PROVISIONS OF THE TRANSACTION. (a) - (c) Not applicable. ITEM 14. FINANCIAL INFORMATION. (a) Item 9. Financial Statements of Certain Bidders. (b) Not applicable. ITEM 15. PERSON AND ASSETS EMPLOYED, RETAINED OR UTILIZED. (a) Not applicable. (b) Item 8. Persons Retained, Employed or to Be Compensated. ITEM 16. ADDITIONAL INFORMATION. Item 10. Additional Information. ITEM 17. EXHIBITS. Item 11. Material to Be Filed as Exhibits. 6 ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION. (a)-(d) The information set forth in Item 1 "Security and Subject Company" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference. (e) There have been no underwritten public offerings of the Shares for cash registered under the Securities Act or exempt from registration thereunder pursuant to Regulation A. (f) Not applicable. ITEM 2. IDENTITY AND BACKGROUND. The Company (which is the issuer of the class of equity securities that is the subject of the Rule 13e-3 transaction), Tosli Acquisition B.V., Tosli Investments N.V., NRG Energy, Inc., Nordic Power Invest AB, and Vattenfall AB. (a)-(g) The information set forth in Item 2 "Identity and Background" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. (a)-(b) The information set forth in Item 3 "Past Contacts, Transactions or Negotiations with the Subject Company" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. (a) See Exhibit (99)(1) hereto. (b) Not applicable. ITEM 5. PLANS OR PROPOSALS OF THE ISSUER. (a) - (f) The information set forth in Item 5 "Purpose of the Tender Offer and Plans and Proposals of Bidder" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference. ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) - (b) The information set forth in Item 4 "Source and Amount of Funds or Other Consideration" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference. (c) - (d) Not applicable. ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS. (a) - (d) The information set forth in Item 5 "Purpose of the Tender Offer and Plans and Proposals of Bidder" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION. (a) - (b) Purchaser reasonably believes that the Rule 13E-3 transaction is fair to unaffiliated shareholders. The information set forth in Item 5 "Purpose of the Tender Offer and Plans and Proposals of Bidder" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference. See also Exhibit 99(4). (c) The transaction was not structured so that approval of at least a majority of unaffiliated security holders is required. -6- 7 (d) A majority of non-employee directors of the Company have not retained an unaffiliated representative to act solely on the behalf of any unaffiliated holder of Shares. (e) The Rule 13E-3 transaction was approved by a majority of independent directors. (f) Not applicable. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS. (a)-(b) The information set forth in Item 8 "Persons Retained, Employed or to Be Compensated" of Amendment No. 1 to Schedule 14 D-1 is incorporated herein by reference. (c) The information set forth in Item 11 "Material to Be Filed as Exhibits," is incorporated herein by reference. These documents shall be made available for inspection and copying at the principal executive offices of the issuer or affiliate during its regular business hours by any interested equity security holder of the issuer or his representative who has been so designated in writing. A copy of these documents will be transmitted by the issuer or affiliate to any interested equity security holder of the issuer or his representative who has been so designated in writing upon written request and at the expense of the requesting security holder. ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) The information set forth in Item 6 "Interest in Securities of the Subject Company" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference. ITEM 11. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. The information set forth in Item 7 "Contracts, Arrangements, Understandings or Relationships With Respect to the Subject Company's Securities" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference. ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTIONS. (a) - (b) The information set forth in Item 5 "Purpose of the Tender Offer and Plans and Proposals of Bidder" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference. ITEM 13. OTHER PROVISIONS OF THE TRANSACTION. (a) Appraisal rights are not afforded to the holders of Shares under applicable law or the articles of association of the Company with respect to the Offer. (b) - (c) Not applicable. ITEM 14. FINANCIAL INFORMATION. (a) The information set forth in Item 9 "Financial Statements of Certain Bidders" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference. See also Exhibits (99)(2) and (99)(3) hereto. (b) Not applicable. ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED. (a) Not applicable. (b) The information set forth in Item 8 "Persons Retained, Employed or to Be Compensated" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference. -7- 8 ITEM 16. ADDITIONAL INFORMATION. The information set forth in Item 10 "Additional Information" of Amendment No. 1 to Schedule 14D-1 is incorporated herein by reference. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (a) (a)(1) Not applicable (b) (b)(1) Not applicable (c) (c)(1) Employment Agreement of Roger J. Dupuis, dated October 7, 1996 (incorporated by reference to the Company's Form 10-K for the year ended December 31, 1996).** (c)(2) Employment Agreement of Roland C. Gibson, dated October 7, 1996 (incorporated by reference to the Company's Form 10-K for the year ended December 31, 1996).** (c)(3) Stockholders Agreement dated as of December 13, 1996, by and between NRG Energy, Inc. and Nordic Power Invest AB (incorporated by reference to the Company's Form 8-K dated December 19, 1986).** (c)(4) Credit Agreement dated as of August 1, 1997, by and between the Company and Corporacion Andina de Fomento (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1997).** (c)(5) Stockholder Maintenance Agreement dated August 1, 1997, by and among the Company and Corporacion Andina de Fomento (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1997).** (c)(6) Form of Pledge Agreement dated as of August 1, 1997, by and among the Company, Corporacion Andina de Fomento and United States Trust Company of New York (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1997).** (c)(7) Form of Subsidiary Guaranty dated as of August 1, 1997, by and among the Company, Corporacion Andina de Fomento and all Restricted Subsidiaries of the Company made a party to the Agreement by execution of a Joinder to Guaranty in the form attached thereto (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1997).** (c)(8) Form of Indenture dated as of August 1, 1997, by and between the Company and Corporacion Andina de Fomento (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1997).** (c)(9) Development Services Agreement, dated October 9, 1998, between Cobee Development LLP and the Company (incorporated by reference to the Company's Form 10-K for the year ended December 31, 1998).** (d) (d)(1) Offer to Purchase dated August 26, 1999 ** (d)(2) Form of Letter of Transmittal ** (d)(3) Form of Notice of Guaranteed Delivery ** (d)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees ** (d)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Company and other Nominees ** (d)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 ** (d)(7) Form of Notice of Offer to Purchase ** (d)(8) Press Release issued by the Company, dated August 26, 1999 ** (d)(9) Schedule 14D-1 ** (d)(10) Supplement to Offer to Purchase, dated October 26, 1999* (d)(11) Press Release issued by the Company, dated September 27, 1999* (d)(12) Amendment No. 1 to Schedule 14D-1, dated October 26, 1999* (d)(13) Press Release issued by the Company, dated October 26, 1999.* (e) (e)(1) Not applicable (f) (f)(1) Not applicable -8- 9 (99) (99)(1) Material terms of the transaction extracted from the Offer to Purchase, dated August 26, 1999.** (99)(2) Financial Information extracted from the Company's Form 10-K for each of the years ended December 31, 1998 and 1997.** (99)(3) Financial Information extracted from the Company's Form 10-K for the quarter ended June 30, 1999.** (99)(4) Table of Comparable Companies.* * Filed herewith. ** Previously filed. After due 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. October 26, 1999 Compania Boliviana de Energia Electrica S.A.- Bolivian Power Company Limited By: /s/ Roger J. Dupuis ---------------------------------------- Roger J. Dupuis President and General Manager Tosli Acquisition B.V. By: /s/ Valorie A. Knudsen ---------------------------------------- Valorie A. Knudsen Director of Tosli Investments N.V. And By: /s/ Gunnar Vallin ------------------------------------ Gunnar Vallin Director of Tosli Investments N.V. Tosli Investments N.V. By: /s/ Valorie A. Knudsen ---------------------------------------- Valorie A. Knudsen Director And By: /s/ Gunnar Vallin ------------------------------------ Gunnar Vallin Director -9- 10 NRG Energy, Inc. By: /s/ Valorie A. Knudsen ---------------------------------------- Valorie A. Knudsen Vice President, Corporate Strategy and Emerging Markets Nordic Power Invest AB By: /s/ Gunnar Vallin ---------------------------------------- Gunnar Vallin President Vattenfall AB By: /s/ Gunnar Vallin ---------------------------------------- Gunnar Vallin Senior Vice President -10-
1 SUPPLEMENT TO OFFER TO PURCHASE FOR CASH ALL OUTSTANDING COMMON SHARES OF COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. -- BOLIVIAN POWER COMPANY LIMITED AT U.S. $20.00 NET PER SHARE BY TOSLI ACQUISITION B.V. A WHOLLY-OWNED SUBSIDIARY OF TOSLI INVESTMENTS N.V. THE PRINCIPAL SHAREHOLDER OF THE COMPANY THE OFFER AND WITHDRAWAL RIGHTS HAS BEEN EXTENDED SUCH THAT THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 8, 1999, UNLESS THE OFFER IS FURTHER EXTENDED. THIS SUPPLEMENT, DATED OCTOBER 26, 1999, SUPPLEMENTS AND AMENDS THE OFFER TO PURCHASE, DATED AUGUST 26, 1999, RELATING TO THE PROPOSED OFFER TO PURCHASE FOR CASH ALL OUTSTANDING COMMON SHARES, WITHOUT NOMINAL OR PAR VALUE, OF COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. -- BOLIVIAN POWER COMPANY LIMITED, A NOVA SCOTIA CORPORATION (THE "COMPANY"), FOR A CASH PRICE OF U.S. $20.00 NET PER SHARE. THIS SUPPLEMENT, WHICH SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE, IS BEING PROVIDED TO GIVE YOU CERTAIN ADDITIONAL INFORMATION. THE MATERIAL TERMS OF THE OFFER HAVE NOT BEEN CHANGED, OTHER THAN TO EXTEND THE DATE FOR TENDERING YOUR SHARES FROM OCTOBER 25, 1999 TO NOVEMBER 8, 1999. YOU MAY CONTINUE TO USE THE LETTER OF TRANSMITTAL AND PROCEDURES FOR TENDERING PREVIOUSLY DELIVERED TO YOU. CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED HAVE THE MEANINGS ASCRIBED TO THEM IN THE OFFER TO PURCHASE. ------------------------- IMPORTANT QUESTIONS OR REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE INFORMATION AGENT AT THE ADDRESS AND TELEPHONE NUMBERS SET FORTH ON THE BACK COVER OF THIS SUPPLEMENT. ADDITIONAL COPIES OF THIS SUPPLEMENT, THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY ALSO BE OBTAINED FROM THE INFORMATION AGENT OR BROKERS, DEALERS, COMMERCIAL BANKS OR TRUST COMPANIES. ------------------------- October 26, 1999 2 TO THE HOLDERS OF COMMON SHARES OF COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. -- BOLIVIAN POWER COMPANY LIMITED: The Offer to Purchase is amended and supplemented as follows: 1. The captions in the Offer to Purchase were rearranged as follows: INTRODUCTION SPECIAL FACTORS 1. Background of the Offer; Agreements 2. Purposes of the Offer; Plans for the Company 3. Effect of the Offer on the Market for the Shares; Termination of Exchange Act Registration 4. Certain Income Tax Consequences of the Offer THE OFFER 1. Terms of the Offer, Expiration Date 2. Acceptance for Payment and Payment 3. Procedure for Tendering Shares 4. Withdrawal Rights; Possible Purchase of Shares Not Tendered 5. Price Range of Shares; Dividends 6. Certain Information Concerning the Company 7. Certain Information Concerning the Purchaser, Tosli, NRG, NPI, Vattenfall and NSP 8. Source and Amounts of Funds 9. Certain Conditions to the Offer 10. Certain Legal Matters; Regulatory Approvals 11. Fees and Expenses 12. Miscellaneous Schedule A 2. The first paragraph under "SPECIAL FACTORS -- 1. Background of the Offer; Agreements -- Background of the Offer" is hereby amended to insert the following sentence at the end thereof: "The alternatives considered included (i) a short-form merger or consolidation and (ii) an issuer tender offer. After assessing the various alternatives, the Company determined that the going private transaction was superior to the other alternatives in terms of providing the Stockholders with liquidity. Specifically, the first option would force the Stockholders to exchange their Shares without providing them with any other options and would require that the Company reincorporate in the state of Delaware which would in turn jeopardize the Company's Bolivian concession. The second option would have prevented Tosli from acquiring the remaining shares under Nova Scotia law." 3. Following the third paragraph under "SPECIAL FACTORS -- 1. Background of the Offer; Agreements -- Background of the Offer" we have added the following new paragraphs: "After discussion by the full Board, all but two of whose members are representatives of NPI and NRG (see Schedule A), the Members of the Board decided to defer a determination of the fairness of a U.S. $20.00 Offer Price pending review of additional information concerning the current value of the Company's Shares. Thereafter certain representatives of NRG serving as Members of the Board obtained 3 and reviewed additional information relating to the implied market value of the Company's Shares based on actual and forecasted results, current market comparables and current economic factors. This information was then presented to the other Board Members. The additional information reviewed included (i) certain information relating to the business, financial condition and operations of the Company; (ii) certain internal financial planning information of the Company; (iii) certain financial and other securities data relating to the Company and other publicly traded South American utility companies deemed similar to the Company or representative of the business sector in which the Company operates, consisting of: Endesa Chile, Gener, Central Puerto and Costanera (the "Selected Companies"). As part of the analysis various financial multiples and ratios based on published stock prices for each of the Selected Companies were calculated and compared. The following were factors considered with respect to the Selected Companies based on year-to-date earnings: - the ratio of firm value to earnings before interest, taxes, depreciation and amortization ratios, where firm value equals equity value plus straight debt, minority interest, straight preferred stock, all out-of-money convertibles, less investments in unconsolidated affiliates and cash, which ranged from 3.2x to 11.3x; - the ratio of equity market value to net income, which ranged from 0.0 to 12.1x; - the ratio of equity market value to book value, which ranged from 0.6x to 1.2x; - the ratio of equity value to megawatt hours of electricity sold, which ranged from $54 to $499; and - the ratio of equity value to generating capacity, which ranged from $348 to $1,868. These calculations yielded an implied value of the Company's Shares in the range of $11.50 to $19.50, with a mid-point of $16.00 per share. The information relied on for these calculations was not independently reviewed by the Board for accuracy and was relied on as being complete in all respects. In the analysis provided to the Board as to the implied value of the Company's Shares, no single analysis or factor was relied upon nor were relative weights assigned to the analysis or factors used. Accordingly, an analysis of the results is not mathematical; rather, it involves complex considerations and judgments concerning differences in the various characteristics of the Selected Companies and other factors that could affect the nature of the comparisons of the Selected Companies to which the Company was compared." 4. Following the fourth paragraph under "SPECIAL FACTORS -- 1. Background of the Offer; Agreements -- Background of the Offer" we have added the following new paragraphs: "The Offer was determined to be procedurally fair because, among other things: (i) the Board has two directors who are not affiliates of NRG or NPI, shareholders of Tosli; (ii) the Board reviewed the business and financial condition of the Company; and (iii) the deliberations pursuant to which the Board evaluated the Offer. FORWARD-LOOKING INFORMATION Certain information included in this Offer contains statements that are forward-looking. Such forward-looking information involves risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company." 4 5. The first paragraph under "THE OFFER -- 4. Withdrawal Rights; Possible Purchase of Shares Not Tendered -- Possible Purchase of Shares Not Tendered" is hereby replaced in its entirety by inserting the following in lieu thereof: "The Companies Act of the Province of Nova Scotia, under which the Company was incorporated, provides in substance (in Section 132) that if, at the conclusion of a tender offer for all of the outstanding securities of a company (the "Transferor Company") that has been held open for tenders for a period of at least four months, tenders are received and accepted for at least 90% of the Transferor Company's outstanding shares, the party acquiring shares in the tender offer (the "Transferee Company") may, within four months after the termination of the tender offer, give notice to non-tendering holders of shares, that it desires to purchase all of such shares for the same per-share consideration paid in the tender offer. If such notice is given by the Transferee Company, unless upon application by a non-tendering shareholder to a court of competent jurisdiction stating that the Transferee Company is not entitled to the benefits of Section 132 and, within one month following such notice such court orders otherwise, the Transferee Company will have the right and become bound to acquire the shares not tendered for that consideration. At the end of the one-month period (or such later date as a court to whom application has been made makes its final determination), the Transferee Company must transfer to the Transferor Company the funds necessary to purchase the shares not tendered, to be held in trust for the benefit of the holders of such shares. Upon the transfer of such funds, the Transferee Company will become the holder of record of such shares. Apart from the application process described herein, non-tendering shareholders do not possess any other rights, including dissenters rights." Dated: October 26, 1999 Tosli Acquisition B.V. By: /s/ VALORIE A. KNUDSEN ------------------------------------- Valorie A. Knudsen Director of Tosli Investments N.V. And By: /s/ GUNNAR VALLIN ----------------------------------- Gunnar Vallin Director of Tosli Investments N.V. 5 THE DEPOSITARY FOR THE OFFER IS: U.S. BANK TRUST NATIONAL ASSOCIATION Any questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at its telephone number and location listed below. You may also contact your broker, dealer, commercial bank or trust company or nominee for assistance concerning the Offer. The Information Agent for the Offer is: MACKENZIE PARTNERS, INC. 156 5th Avenue New York, New York 10010 Banks and Brokers Call Collect: (212) 929-5500 All Others Call Toll Free: (800) 322-2885
By Hand: By Mail or Overnight Courier: U.S. Bank Trust National Association U.S. Bank Trust National Association Attention: Corporate Trust Department U.S. Bank Trust Center 100 Wall Street -- 20th Floor Attention: Specialized Finance Department New York, New York 10005 180 East Fifth Street, Suite 200 St. Paul, Minnesota 55101 By Facsimile Transmission: (For Eligible Institutions Only) Telecopier Number: (651) 244-1537 Confirm Receipt of Facsimile by Telephone Only: Telephone Number: (651) 244-5172
1 PRESS RELEASE SEPTEMBER 27, 1999 TOSLI ACQUISITION B.V. EXTENDS TENDER OFFER FOR COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. - BOLIVIAN POWER COMPANY LIMITED'S STOCK TO OCTOBER 25, 1999 New York, New York - September 27, 1999. Today, Compania Boliviana de Energia Electrica S.A. - Bolivian Power Company Limited (the "Company") announced that the tender offer of Tosli Acquisition B.V. ("Tosli") for all outstanding shares of the Company's common stock has been extended until 12:00 Midnight, New York City time, on Monday, October 25, 1999. According to Tosli and the Company, the tender offer has been extended to provide the shareholders additional time to tender their shares. In addition, supplemental information will be promptly forwarded to the shareholders of the Company when it becomes available. Tosli's tender offer was scheduled to expire at Midnight, New York City time, on Friday, September 24, 1999. According to the Company's Form 10-Q for the period ended June 30, 1999, as of August 11, 1999, 4,202,575 shares were issued and outstanding, and 9,700 shares were reserved for issuance pursuant to employee stock options. The Depositary for the offer, U.S. Bank Trust National Association, has advised Tosli that 38,670 outstanding shares of the Company have been tendered as of the close of business on Thursday, September 23, 1999. For more information, reporters may contact the Information Agent: MACKENZIE PARTNERS, INC. 156 5th Avenue New York, New York 10010 (800) 322-2885
1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Rule 14(d)(1) Under The Securities Exchange Act of 1934 COMPANIA BOLIVIANA DE ENERGIA ELECTRICA S.A. - BOLIVIAN POWER COMPANY LIMITED - -------------------------------------------------------------------------------- (Name of Subject Company) TOSLI ACQUISITION B.V. TOSLI INVESTMENTS N.V. NRG ENERGY, INC. NORDIC POWER INVEST AB VATTENFALL AB - -------------------------------------------------------------------------------- (Bidders) Common Shares, without nominal or par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 204425 102 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) David H. Peterson Compania Boliviana de Energia Electrica S.A. - Bolivian Power Company Limited Obrajes, Ave. Hernando Siles #5635 Entre Calles 10 y 11 La Paz, Bolivia - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) with a copy to: Frank Voigt, Esq. Dorsey & Whitney LLP Pillsbury Center South 220 South Sixth Street Minneapolis, Minnesota 55402 (612) 340-2781 2 CALCULATION OF FILING FEE * For purposes of calculating the filing fee only. Assumes the purchase of 4,202.575 common shares (the "Shares") at a purchase price of U.S. $20.00 net per Share in cash. Such number of Shares represents all the Shares outstanding as of March 31, 1999. ** The amount of the filing fee, calculated in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate cash offered by the bidder. [X] Check 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: $16,810 Filing Parties: Tosli Acquisition B.V. Tosli Investments N.V. NRG Energy, Inc. Nordic Power Invest AB Vattenfall AB Form or Registration No.: Schedule 13E-3 Date Filed: August 26, 1999 - 2 -
- ------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee** - ------------------------------------------------------------------------------- $84,051,500 $16,810 - -------------------------------------------------------------------------------- 3 TENDER OFFER This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 (this "Statement") relates to the offer by Tosli Acquisition B.V., a Netherlands private limited liability company (the "Purchaser") and a wholly-owned subsidiary of Tosli Investments N.V., a Netherlands public limited liability company ("Tosli") that is equally owned, through subsidiaries, by NRG Energy, Inc., a Delaware corporation ("NRG") and a wholly-owned subsidiary of Northern States Power Company, a Minnesota corporation ("NSP"), and Nordic Power Invest AB, a Swedish corporation ("NPI") and a wholly-owned subsidiary of Vattenfall AB, a Swedish corporation ("Vattenfall") that is wholly-owned by the State of Sweden, to purchase all of the outstanding common shares (the "Shares"), without nominal or par value, of Compania Boliviana de Energia Electrica S.A. - Bolivian Power Company Limited, a Nova Scotia corporation (the "Company"), at a purchase price of U.S. $20.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 26, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal, which, as amended from time to time, together constitute the "Offer," and the Supplement to the Offer to Purchase, dated October 26, 1999 (the "Supplement"), a copy of which is attached hereto as Exhibit (a)(9). ITEM 1. SECURITY AND SUBJECT COMPANY. (a) The name of the subject company is Compania Boliviana de Energia Electrica S.A. -- Bolivian Power Company Limited, a Nova Scotia corporation, which has its principal executive offices at Av. Hernando Siles 5635, Obrajes, La Paz, Bolivia. (b) The class of equity securities being sought is the Company's common shares, without nominal or par value. The information set forth on the cover page and in the "INTRODUCTION" of the Offer to Purchase is incorporated herein by reference. (c) The information set forth in Section 5 "THE OFFER - Price Range of Shares; Dividends" of the Offer to Purchase is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND. (a)-(d) and (g) This Statement is being filed by Purchaser, Tosli, NRG, NPI and Vattenfall. The information set forth in Section 7 "THE OFFER - Certain Information Concerning the Purchaser, Tosli, NRG, NPI, Vattenfall and NSP" and Schedule A of the Offer to Purchase is incorporated herein by reference. (e) and (f) During the last five years, neither Purchaser, Tosli, NRG, NPI nor Vattenfall, nor, to the best of their knowledge, any of the individuals listed in Schedule A of the Offer to Purchase has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. (a)-(b) The information set forth in Section 7 "THE OFFER - Certain Information Concerning the Purchaser, Tosli, NRG, NPI, Vattenfall and NSP," Section 1 "SPECIAL FACTORS - Background of the Offer; Agreements" and Section 2 "SPECIAL FACTORS - Purposes of the Offer; Plans for the Company" of the Offer to Purchase, each as amended and supplemented, is incorporated herein by reference. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) The information set forth in the "INTRODUCTION" and Section 8 "THE OFFER - Source and Amount of Funds" of the Offer to Purchase is incorporated herein by reference. - 3 - 4 ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. (a)-(e) The information set forth in the "INTRODUCTION," Section 1 "SPECIAL FACTORS - Background of the Offer; Agreements" and Section 2 "SPECIAL FACTORS - Purpose of the Offer; Plans for the Company" of the Offer to Purchase is incorporated herein by reference. (f)-(g) The information set forth in the "INTRODUCTION" and Section 3 "SPECIAL FACTORS - Effect of the Offer on the Market for the Shares; Termination of Exchange Act Registration" of the Offer to Purchase is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a)-(b) The information set forth in the "INTRODUCTION," Section 7 "THE OFFER - Certain Information Concerning the Purchaser, Tosli, NRG, NPI, Vattenfall and NSP," Section 1 "SPECIAL FACTORS - Background of the Offer; Agreements," Section 2 "SPECIAL FACTORS - Purposes of the Offer; Plans for the Company" and Schedule A of the Offer to Purchase is incorporated herein by reference. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. The information set forth in the "INTRODUCTION," Section 7 "THE OFFER - Certain Information Concerning Purchaser, Tosli, NRG NPI, Vattenfall and NSP," Section 8 "THE OFFER - Source and Amount of Funds," Section 1 "SPECIAL FACTORS - Background of the Offer," Section 2 "SPECIAL FACTORS - Purposes of the Offer; Plans for the Company," and Schedule A of the Offer to Purchase is incorporated herein by reference. ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. The information set forth in the "INTRODUCTION" of the Offer to Purchase is incorporated herein by reference. Except as set forth above, none of the bidders or any person acting on its or their behalf has or currently intends to employ, retain or compensate any person to make solicitations or recommendations on its or their behalf in connection with the Offer. ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. The information set forth in Section 7 "THE OFFER - Certain Information Concerning Purchaser, Tosli, NRG NPI, Vattenfall and NSP" of the Offer to Purchase is incorporated herein by reference. The incorporation by reference herein of the above-referenced financial information does not constitute an admission that such information is material to a decision by a security holder of the Company whether to sell, tender or hold securities being sought in the Offer. ITEM 10. ADDITIONAL INFORMATION. (a) Except as disclosed in Items 3 and 7 above, there are no present or proposed material contracts, arrangements, understandings or relationships between the Purchaser, Tosli, NRG, NPI and Vattenfall, or to the best knowledge of the Purchaser, Tosli, NRG, NPI and Vattenfall, any of the persons listed in Schedule A of the Offer to Purchase, and the Company, or any of its executive officers, directors, controlling persons or subsidiaries. (b)-(d) The information set forth in Section 10 "THE OFFER - Certain Legal Matters; Regulatory Approval" of the Offer to Purchase is incorporated herein by reference. (e) None. (f) Reference is hereby made to the Offer to Purchase, the Supplement, and the related Letter of Transmittal, - 4 - 5 copies of which are attached hereto as Exhibits (a)(1), (a)(2) and (a)(9), respectively, and which are incorporated herein in their entirety by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Offer to Purchase dated August 26, 1999.** (a)(2) Form of Letter of Transmittal.** (a)(3) Form of Notice of Guaranteed Delivery.** (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.** (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.** (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.** (a)(7) Form of Notice of Offer to Purchase.** (a)(8) Press Release issued by the Company, dated August 26, 1999.** (a)(9) Supplement to Offer to Purchase dated October 26, 1999.* (a)(10) Press Release issued by the Company, dated September 27, 1999.* (a)(11) Press Release issued by the Company, dated October 26, 1999.* (b) None (c)(1) Employment Agreement of Roger J. Dupuis, dated October 7, 1996 (incorporated by reference to the Company's Form 10-K for the year ended December 31, 1996). ** (c)(2) Employment Agreement of Roland C. Gibson, dated October 7, 1996 (incorporated by reference to the Company's Form 10-K for the year ended December 31, 1996).** (c)(3) Stockholders Agreement dated as of December 13, 1996, by and between NRG Energy, Inc. and Nordic Power Invest AB (incorporated by reference to the Company's Form 8-K dated December 19, 1986).** (c)(4) Credit Agreement dated as of August 1, 1997, by and between the Company and Corporacion Andina de Fomento. (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1990).** (c)(5) Stockholder Maintenance Agreement dated August 1, 1997, by and among NRG Energy, Inc., Nordic Power Invest AB and Corporation Andina de Fomento (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1990).** (c)(6) Form of Pledge Agreement dated as of August 1, 1997, by and among the Company, Corporacion Andina de Fomento and United States Trust Company of New York (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1997).** (c)(7) Form of Subsidiary Guaranty dated as of August 1, 1997, by and among the Company, Corporacion Andina de Fomento and all Restricted Subsidiaries of the Company made a party to the Agreement by execution of a Joinder to Guaranty in the form attached thereto (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1997).** (c)(8) Form of Indenture dated as of August 1, 1997, by and between the Company and Corporacion Andina de Fomento (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1997).** - 5 - 6 (c)(9) Development Services Agreement, dated October 9, 1998, between Cobee Development LLC and the Company (incorporated by reference to the Company's Form 10-K for the year ended December 31, 1998).** (d) None (e) Not applicable. (f) Not applicable. * Filed herewith. ** Previously filed. SIGNATURES After due 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. Dated: October 26, 1999 Tosli Acquisition B.V. By: /S/ Valorie A. Knudsen ---------------------------------- Valorie A. Knudsen Director of Tosli Investments N.V. And By: /S/ Gunnar Vallin ------------------------------- Gunnar Vallin Director of Tosli Investments N.V. Tosli Investments N.V. By: /S/ Valorie A. Knudsen ----------------------------------- Valorie A. Knudsen Director And By: /S/ Gunnar Vallin ------------------------------- Gunnar Vallin Director NRG Energy, Inc. By: /S/ Valorie A. Knudsen ----------------------------------- Valorie A. Knudsen Vice President, Corporate Strategy and Emerging Markets - 6 - 7 Nordic Power Invest AB By: /S/ Gunnar Vallin ----------------------------------- Gunnar Vallin President Vattenfall AB By: /S/ Gunnar Vallin ----------------------------------- Gunnar Vallin Senior Vice President - 7 - 8 EXHIBIT INDEX (a)(1) Offer to Purchase dated August 26, 1999.** (a)(2) Form of Letter of Transmittal.** (a)(3) Form of Notice of Guaranteed Delivery.** (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.** (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.** (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.** (a)(7) Form of Notice of Offer to Purchase.** (a)(8) Press Release issued by the Company, dated August 26, 1999.** (a)(9) Supplement to Offer to Purchase, dated October 26, 1999.* (a)(10) Press Release issued by the Company, dated September 27, 1999.* (a)(11) Press Release issued by the Company, dated October 26, 1999.* (b) None (c)(1) Employment Agreement of Roger J. Dupuis, dated October 7, 1996 (incorporated by reference to the Company's Form 10-K for the year ended December 31, 1996). ** (c)(2) Employment Agreement of Roland C. Gibson, dated October 7, 1996 (incorporated by reference to the Company's Form 10-K for the year ended December 31, 1996).** (c)(3) Stockholders Agreement dated as of December 13, 1996, by and between NRG Energy, Inc. and Nordic Power Invest AB (incorporated by reference to the Company's Form 8-K dated December 19, 1986).** (c)(4) Credit Agreement dated as of August 1, 1997, by and between the Company and Corporacion Andina de Fomento. (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1990).** (c)(5) Stockholder Maintenance Agreement dated August 1, 1997, by and among NRG Energy, Inc., Nordic Power Invest AB and Corporation Andina de Fomento (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1990).** (c)(6) Form of Pledge Agreement dated as of August 1, 1997, by and among the Company, Corporacion Andina de Fomento and United States Trust Company of New York (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1997)** (c)(7) Form of Subsidiary Guaranty dated as of August 1, 1997, by and among the Company, Corporacion Andina de Fomento and all Restricted Subsidiaries of the Company made a party to the Agreement by execution of a Joinder to Guaranty in the form attached thereto (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1997).** (c)(8) Form of Indenture dated as of August 1, 1997, by and between the Company and Corporacion Andina de Fomento (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1997).** (c)(9) Development Services Agreement, dated October 9, 1998, between Cobee Development LLC and the Company (incorporated by reference to the Company's Form 10-K for the year ended December 31, 1998).** - 8 - 9 (d) None (e) Not applicable. (f) Not applicable. * Filed herewith. ** Previously filed. - 9 -
1 PRESS RELEASE OCTOBER 26, 1999 TOSLI ACQUISITION B.V. EXTENDS TENDER OFFER FOR COMPANIA BOLIVIANA de ENERGIA ELECTRICA S.A. - BOLIVIAN POWER COMPANY LIMITED'S STOCK TO NOVEMBER 8, 1999 New York, New York -October 26, 1999. Today, Compania Boliviana de Energia Electrica S.A. - Bolivian Power Company Limited (the "Company") announced that the tender offer of Tosli Acquisition B.V. ("Tosli") for all outstanding shares of the Company's common stock has been extended until 12:00 Midnight, New York City time, on Monday, November 8, 1999. Tosli's tender offer was scheduled to expire at Midnight, New York City time, on Monday, October 25, 1999. The Depositary for the offer, U.S. Bank Trust National Association, has advised Tosli that 82,505 outstanding shares of the Company have been tendered as of the close of business on Friday, October 22, 1999. For more information, reporters may contact the Information Agent: MACKENZIE PARTNERS, INC. 156 5th Avenue New York, New York 10010 (800) 322-2885
1 COMPARABLE COMPANY VALUATION
COBEE COMPARABLE IMPLIED PROJECTIONS RANGE MEDIAN VALUE ----------------- ----------------- ------------------ Price to Earnings 1999E $ 6,804 12.1x $ 82,325 Market/Book 84,165 1.0 83,068 -------------------------------------------------------------- Mean Implied Equity Value $ 82,696 IMPLIED PRICE PER SHARE $ 19.68 -------------------------------------------------------------- Firm Value/EBITDA 1999E $ 19,641 7.2x $ 140,430 -------------------------------------------------------------- Mean Implied Equity Value $ 140,430 Less Debt 72,535 IMPLIED PRICE PER SHARE $ 16.16 -------------------------------------------------------------- Equity Value/ Capacity 190 $ 736 $ 139,745 MWh Sold 840,715 123 102,988 ------------------ -------------------------------------------------------------- Mean Implied Equity Value $ 121,366 Less Debt 72,525 IMPLIED PRICE PER SHARE $ 11.62 -------------------------------------------------------------- 2 COMPARABLE COMPANIES (a) As of 6/17/99 (b) Based on estimates (c) Firm Value equals equity value plus straight debt, minority interest, straight preferred stock, all out-of-money convertibles, less investmentz in unconsolidated affiliates and cash.
EQUITY MARKET VALUE --------------------------------------- MARKET NET INCOME(B) STOCK EQUITY ----------------------------- BOOK FIRM COMPANY PRICE VALUE 1998 1999E 2000E VALUE VALUE(C) - ------------------ --------- --------- -------- --------- -------- --------- ------------ Endesa Chile 0.38 $ 3,076 32.2 NM 14.9 1.2 $ 8,239 Gener 0.28 1,548 16.7 12.1 NA 0.9 2,688 Central Buerto 2.29 203 3.5 3.4 7.4 0.6 480 Costanera 2.82 380 5.6 4.3 14.2 1.0 562 ---------------------------------------------------------------------------- High: -- 32.2x 12.1x 14.9x 1.2x -- Median: -- 11.2 4.3 14.2 1.0 -- Mean: -- 14.5 6.6 12.2 0.9 -- Low: -- 3.5 3.4 7.4 0.6 -- ---------------------------------------------------------------------------- FIRM VALUE/ EBITDA(B) Equity Value ------------------------- ----------------------------- COMPANY 1998 1999E 2000E CAPACITY MWH SOLD - ------------------ ------------ ---------- ------------ -------------- ---------------- Endesa Chile 8.6 11.3 9.0 $ 1,868 $ 499 Gener 11.1 10.1 NA 974 182 Central Buerto 4.7 4.2 4.9 348 54 Costanera 4.2 3.2 5.0 497 63 ---------------------------------------------------------------------------- High: 11.1x 11.3x 9.0x $ 1,868 $ 499 Median: 6.7 7.2 5.0 736 123 Mean: 7.2 7.2 6.3 922 200 Low: 4.2 3.2 4.9 348 54 ----------------------------------------------------------------------------