Amended Statement of Beneficial Ownership (sc 13d/a)
December 06 2016 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 3
to
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
ENDESA AMÉRICAS S.A.
(Name of Issuer)
Shares
of Common Stock, No Par Value
American Depositary Shares Representing
30 Shares of Common Stock (the
ADSs
)
(Title of Class of Securities)
29261D104
(CUSIP Number)
Enel S.p.A.
Viale Regina Margherita 137
00198 Rome
Italy
Attn: Giulio Fazio
Head of Legal and Corporate Affairs
Tel: +39 06 8305 2081
Fax: +39 06 8305 2129
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 1, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
¨
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
SCHEDULE 13D/A
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CUSIP No.
29261D104
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Page 2 of 8 Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Enel S.p.A.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A (See Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Italy
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No.
29261D104
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Page 3 of 8 Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Enel Iberoamérica, S.R.L.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A (See Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Spain
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No.
29261D104
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Page 4 of 8 Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Enel Latinoamérica, S.A.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A (See Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Spain
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No.
29261D104
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Page 5 of 8 Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Enel Américas S.A. (formerly named Enersis Américas S.A.)
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A (See Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Chile
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
CO
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Explanatory Note
This Amendment No. 3 to Schedule 13D (this
Amendment
) amends and supplements the Statement on Schedule 13D originally
filed by Enel S.p.A. (
Enel
), an Italian
societá per azioni
; Enel Iberoamérica, S.R.L. (
EIA
), a Spanish
sociedad de responsibilidad limitada
; Enel Latinoamérica, S.A.
(
ELA
), a Spanish
sociedad anónima
; and Enel Américas S.A., a Chilean
sociedad anónima
, formerly named Enersis Américas S.A. (
Enel Américas
) (collectively, the
Reporting Persons
) with the United States Securities and Exchange Commission (the
SEC
) on August 12, 2016 (the
Schedule 13D
) with respect to the shares of Common Stock, no par value (the
Common Stock
), of Endesa Américas S.A., a Chilean
sociedad anónima
(
Endesa Américas
or the
Issuer
), and American Depositary Shares (
ADSs
) of
Endesa Américas, each representing 30 shares of Common Stock of Endesa Américas, as amended and supplemented by the joint Schedule TO and Schedule 13D amendments filed with the SEC on September 2, 2016 and September 14, 2016.
Except as set forth below, all previous Items are unchanged.
Item 3.
Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is amended and supplemented by adding the following:
Item 4 of this Amendment is incorporated herein by reference.
Item
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4.
Purpose of Transaction
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Item 4 of Schedule 13D is amended and supplemented by
adding the following:
The previously disclosed merger of Endesa Américas and Chilectra Américas S.A. (
Chilectra
Américas
) with and into Enel Américas (the
Merger
), which was approved by the shareholders of Enel Américas, Endesa Américas and Chilectra Américas on September 28, 2016, became
effective on December 1, 2016. As a result of the effectiveness of the Merger, Endesa Américas and Chilectra Américas ceased to exist as separate corporate entities and Enel Américas continues as the surviving company. In
connection with the Merger, holders of Endesa Américas shares and ADSs (other than Enel Américas) will receive 2.8 shares of Enel Américas for each Endesa Américas share and 1.68 ADSs of Enel Américas for each
Endesa Américas ADS, respectively. The holders of Chilectra Américas (other than Enel Américas) will receive 4.0 shares of Enel Américas for each Chilectra Américas share. In addition, on November 9, 2016, the
Issuer purchased 3,599,954 shares of Common Stock from stockholders of the Issuer that exercised their statutory merger dissenters withdrawal rights in connection with Merger. Such purchase was made using the Issuers cash on hand.
In connection with the effectiveness of the Merger, the Issuer notified the New York Stock Exchange (the
NYSE
) of the
effectiveness of the Merger and requested that trading in the Endesa Américas ADSs be suspended and that the Endesa Américas ADSs be withdrawn from listing on the NYSE. On December 1, 2016, the NYSE filed a notification of removal
from listing on Form 25 with the SEC with respect to the Endesa Américas ADSs to report the delisting of the Endesa Américas ADSs from the NYSE and the suspension of trading of the Endesa Américas ADSs on the NYSE as of
December 1, 2016.
Page 6 of 8 Pages
Enel Américas, as successor to the Issuer, intends to file with the SEC a notice of
termination on Form 15 with respect to the Endesa Américas ADSs, for the deregistration of the Endesa Américas ADSs under the Securities Exchange Act of 1934, as amended (the
Exchange Act
), and the termination of the
reporting obligations of the Issuer with respect to the Endesa Américas ADSs under Sections 13(a) and 15(d) of the Exchange Act.
Item 5.
Interest in Securities of the Issuer
.
Item 5 of Schedule 13D is amended and restated in its entirety as follows:
(a) See Items 11 and 13 on pages 2, 3, 4 and 5 of this Schedule 13D.
(b) See Items 7, 9 and 11 on pages 2, 3, 4 and 5 of this Schedule 13D.
(c) Except as described in this Amendment, there have been no transactions in shares of Common Stock of Endesa Américas or any
securities directly or indirectly convertible into or exchangeable for shares of Common Stock of Endesa Américas, by the Reporting Persons, since the date that is 60 days prior to the date of this Amendment.
(d) Not applicable.
(e) As of
December 1, 2016, as a result of the Merger, the Reporting Persons cased to be the beneficial owner of more than 5% of the Common Stock of Endesa Américas.
Item 7.
Material to be Filed as Exhibits
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Exhibit 1.
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Joint Filing Agreement required by Rule 13d-1(k)(1) (incorporated by reference to Exhibit 1 to Schedule 13D filed on August 12, 2016).
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Page 7 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned hereby certify that the information set forth in this
statement is true, complete and correct.
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Dated: December 6, 2016
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ENEL S.P.A.
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By:
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/s/ Alberto de Paoli
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Name: Alberto de Paoli
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Title: Chief Financial Officer
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Endesa Americas S.A. American Depositary Share (Each Representing 30 Shares of ) (NYSE:EOCA)
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