UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
NATIONAL
GRID TRANSCO PLC
(Name of Subject Company (Issuer))
(Amendment No. 2)
NATIONAL
GRID TRANSCO PLC
(Names of Filing Persons (Offeror))
American Depositary Shares, each representing five ordinary shares of 10 pence each
(Title of Class of Securities)
American Depositary Shares (636274102)
(CUSIP Number of Class of Securities)
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| UNITED KINGDOM (State or other jurisdiction of incorporation or organization) |
98-0367158 (I.R.S. Employer Identification Number) |
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Helen Mahy National Grid Transco plc 1–3 Strand London WC2N 5EH England Tel: 011-44-207-004-3000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) |
Lawrence J. Reilly National Grid USA 25 Research Drive Westborough, MA 01582 Tel: 1-508-389-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) |
With Copies to
Lawrence Vranka, Jr.
Linklaters
One Silk Street
London EC2Y 8HQ
England
Tel: 011-44-207-456-2000
CALCULATION OF FILING FEE
| Transaction Valuation(1) | Amount of Filing Fee(1)(2) | |
| $727,898,832 | $85,685 | |
o 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.
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| Amount Previously Paid: | Filing Party: | |||||
| Form or Registration No.: | Date Field: |
o Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
o third-party tender offer subject to Rule 14d-1.
ý issue tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o 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: o
This Amendment No. 2 ("Amendment No. 2") amends the Issuer Tender Offer Statement on Schedule TO ("Schedule TO") initially filed with the Securities and Exchange Commission (the "SEC") on June 15, 2005 by National Grid Transco related to the Return of Cash to Shareholders and ADR Holders. Except as defined herein, capitalized terms shall have the same meaning given to them in the U.S. Supplemental Memorandum included as Exhibit 99.(a)(2) to the Schedule TO.
This Amendment No. 2 hereby amends and supplements Item 11(b) as follows:
ITEM 11. ADDITIONAL INFORMATION
On June 20, 2005, National Grid Transco sent a letters regarding the Return of Cash to employees participating in various Company share option plans in the United States and the United Kingdom. A copy of the letters to these employees in the United States and the United Kingdom have been filed herewith as Exhibits 99.(a)(14) and 99.(a)(15), respectively, and are hereby incorporated herein by this reference.
On June 22, 2005, National Grid Transco sent a letter regarding the Return of Cash to employees participating in the Company's "Deferred Compensation Plan." A copy of the letter has been filed herewith as Exhibits 99.(a)(16) and is hereby incorporated herein by this reference.
This Amendment No. 2 amends and supplements Item 12 as follows:
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| 99.(a)(1)† | Circular to Shareholders dated June 6, 2005 | |
99.(a)(2)† |
U.S. Supplemental Memorandum dated June 6, 2005 |
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99.(a)(3)† |
Election Form for Shareholders |
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99.(a)(4)† |
Proxy Card for Shareholders for use in connection with the Annual General Meeting and the Extraordinary General Meeting |
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99.(a)(5)† |
Letter of Election and Transmittal |
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99.(a)(6)† |
ADR Voting Instruction Card for use in connection with the Annual General Meeting and the Extraordinary General Meeting |
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99.(a)(7)† |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees |
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99.(a)(8)† |
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees |
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99.(a)(9)† |
Summary Advertisement in The Wall Street Journal, dated June 15, 2005 |
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99.(a)(10)† |
Press Release announcing posting of Circular and Annual General Meeting materials to Shareholders, dated June 15, 2005 |
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99.(a)(11)† |
Form of Election Instruction Booklet |
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99.(a)(12)† |
Letter of Election and Transmittal Instruction Booklet |
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99.(a)(13)† |
Letter regarding the Return of Cash to participants in the Company's Incentive Compensation Plan and accompanying summary for participants in the National Grid Incentive Thrift 401(k) Plan, dated June 20, 2005 |
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99.(a)(14)o |
Letter regarding the Return of Cash to U.S. employees participating in the Company's share option plans, dated June 20, 2005 |
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99.(a)(15)o |
Letter regarding the Return of Cash to U.K. employees participating in the Company's share option plans, dated June 20, 2005 |
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99.(a)(16)o |
Letter regarding the Return of Cash to employees participating in the Company's "Deferred Compensation Plan," dated June 22, 2005 |
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99.(d)(1)† |
Repurchase Offer Agreement between National Grid Transco plc and JPMorgan Cazenove Limited, dated June 3, 2005 |
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99.(g)(1) |
Presentation relating to the Return of Cash prepared by Mellon Investor Services LLC(1) |
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.
By: |
/s/ HELEN MAHY Name: Helen Mahy Title: Group Company Secretary and General Counsel Date: June 22, 2005 |
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| 99.(a)(1)† | Circular to Shareholders dated June 6, 2005 | |
99.(a)(2)† |
U.S. Supplemental Memorandum dated June 6, 2005 |
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99.(a)(3)† |
Election Form for Shareholders |
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99.(a)(4)† |
Proxy Card for Shareholders for use in connection with the Annual General Meeting and the Extraordinary General Meeting |
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99.(a)(5)† |
Letter of Election and Transmittal |
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99.(a)(6)† |
ADR Voting Instruction Card for use in connection with the Annual General Meeting and the Extraordinary General Meeting |
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99.(a)(7)† |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees |
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99.(a)(8)† |
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees |
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99.(a)(9)† |
Summary Advertisement in The Wall Street Journal, dated June 15, 2005 |
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99.(a)(10)† |
Press Release announcing posting of Circular and Annual General Meeting materials to Shareholders, dated June 15, 2005 |
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99.(a)(11)† |
Form of Election Instruction Booklet |
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99.(a)(12)† |
Letter of Election and Transmittal Instruction Booklet |
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99.(a)(13)† |
Letter regarding the Return of Cash to participants in the Company's Incentive Compensation Plan and accompanying summary for participants in the National Grid Incentive Thrift 401(k) Plan, dated June 20, 2005 |
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99.(a)(14)o |
Letter regarding the Return of Cash to U.S. employees participating in the Company's share option plans, dated June 20, 2005 |
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99.(a)(15)o |
Letter regarding the Return of Cash to U.K. employees participating in the Company's share option plans, dated June 20, 2005 |
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99.(a)(16)o |
Letter regarding the Return of Cash to employees participating in the Company's "Deferred Compensation Plan," dated June 22, 2005 |
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99.(d)(1)† |
Repurchase Offer Agreement between National Grid Transco plc and JPMorgan Cazenove Limited, dated June 3, 2005 |
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99.(g)(1) |
Presentation relating to the Return of Cash prepared by Mellon Investor Services LLC(1) |