Tender Offer Schedule
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
TO
Tender
Offer Statement under Section 14(d)1
of
the Securities Exchange Act of 1934
ENDESA,
S.A.
(Name
of
Subject Company (issuer))
E.ON
Zwölfte Verwaltungs GmbH
E.ON AG
(Names
of
Filing Persons (offerors))
Ordinary
shares, nominal value €1.20 each
American
Depositary Shares, each representing the right to receive one ordinary
share
(Titles
of
Classes of Securities)
Ordinary
Shares, ISIN ES0130670112
American
Depositary Shares, CUSIP 00029274F1, ISIN US29258N1072
(CUSIP
and
ISIN Numbers of Classes of Securities)
Mr.
Karl-Heinz Feldmann
Senior
Vice President and General Counsel
E.ON
AG
E.ON
- Platz
D-40479
Düsseldorf, Germany
(Name,
address and telephone number of
person
authorized to receive notices and communications on behalf of filing
persons)
Copy
to:
Richard
Hall, Mark I. Greene
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825 Eighth
Avenue
New York,
NY 10019
(212) 474-1000
CALCULATION
OF FILING FEE
|
Transaction
Valuation
|
Amount
of Filing Fee
|
|
Not
Applicable*
|
Not
Applicable*
|
*
Pursuant to General Instruction D to Schedule TO, no filing fee is required
because this filing contains only preliminary communications made before the
commencement of a tender offer.
|
o
|
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: N.A.
|
Form
or Registration No.: N.A.
|
|
Filing
Party: N.A.
|
|
Form:
N.A.
|
Date
Filed: N.A.
|
|
x
|
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.
|
|
o
|
issuer
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
|
The exhibit
attached hereto is a transcript of a conference call for analysts and
investors on E.ON AG's interim report I/2006, which was held on May 10, 2006,
and published on E.ON's transaction website as an audio file. The speeches
by
Dr. Wulf H. Bernotat and Dr. Erhard Schipporeit regarding E.ON's 2006 First
Quarter Results that are contained in this transcript have also been separately
filed under cover of Schedule TO. In order to access the audio file, readers
must agree to the following statement:
This
website and the materials on this website do not constitute an invitation
to
sell or an offer to buy any securities or a solicitation of any vote or
approval. Endesa investors and security holders are urged to read the prospectus
and U.S. tender offer statement from E.ON regarding the proposed tender offer
for Endesa when they become available, because they will contain important
information. The prospectus and certain complementary documentation will
be
filed in Spain with the Spanish Comisión Nacional del Mercado de Valores (the
"CNMV"). Likewise, a U.S. tender offer statement will be filed in the United
States with the U.S. Securities and Exchange Commission (the "SEC"). Investors
and security holders may obtain a free copy of the prospectus (when it is
available) and its complementary documentation from E.ON, Endesa, the four
Spanish Stock Exchanges, and Santander Investment Bolsa SV SA or Santander
Investment SA, Corredores de Bolsa. The prospectus will also be available
on the
websites of the CNMV (www.cnmv.es) and E.ON (www.eon.com). Likewise, investors
and security holders may obtain a free copy of the U.S. tender offer statement
(when it is available) and other documents filed by E.ON with the SEC on
the
SEC's web site at www.sec.gov. The U.S. tender offer statement and these
other
documents may also be obtained for free from E.ON, when they become available,
by directing a request to E.ON AG, External Communications, Tel.: 0211- 45
79 -
4 53.
This
website and the materials on this website may contain forward-looking
statements. Various known and unknown risks, uncertainties and other factors
could lead to material differences between the actual future results, financial
situation, development or performance of E.ON and Endesa and the estimates
given
here. These factors include the inability to obtain necessary regulatory
approvals or to obtain them on acceptable terms; the inability to integrate
successfully Endesa within the E.ON Group or to realize synergies from such
integration; costs related to the acquisition of Endesa; the economic
environment of the industries in which E.ON and Endesa operate; and other
risk
factors discussed in E.ON's public reports filed with the Frankfurt Stock
Exchange and with the SEC (including E.ON's Annual Report on Form 20-F) and
in
Endesa's public reports filed with the CNMV and with the SEC (including Endesa's
Annual Report on Form 20-F). E.ON assumes no liability whatsoever to update
these forward-looking statements or to conform them to future events or
developments.
Item
12.
Exhibits.
Item
12 is hereby amended and supplemented by adding
thereto:
|
Exhibit
|
|
Description
|
| (a)(5)(Z) |
|
Conference
Call Transcript (May 10,
2006) |
Exhibit
Index.
The
Exhibit Index is hereby amended and supplemented
by adding thereto:
|
Exhibit
|
|
Description
|
| (a)(5)(Z) |
|
Conference
Call Transcript (May 10, 2006) |
4