UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB/A
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
(AMENDMENT NO. 1)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
| Securities Act Rule 801 (Rights Offering) ¨ |
| Securities Act Rule 802 (Exchange Offer) ¨ |
| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) x |
| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) ¨ |
| Exchange Act Rule 14e-2(d) (Subject Company Response) ¨ |
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) ¨
Scottish Power plc
(Name of Subject Company)
Not applicable
(Translation of Subject Company’s Name into English (if applicable))
Scotland
(Jurisdiction of Subject Company’s Incorporation or Organization)
Scottish Power plc
(Name of Person(s) Furnishing Form)
Non-cumulative preference B shares of 50 pence each
(Title of Class of Subject Securities)
Not applicable
(CUSIP Number of Class of Securities (if applicable))
Sheelagh Duffield
Company Secretary
1 Atlantic Quay
Glasgow G2 8SP
Scotland
+44 141 636 4544
(Name, Address (including zip code) and Telephone Number (including area code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
With a copy to:
Michael S. Immordino
Latham & Watkins
99 Bishopsgate
London EC2M 3XF
United Kingdom
+44 20 7710 1000
May 4, 2007
(Date Tender Offer/Rights Offering Commenced)
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
| (a) |
The following documents are attached as exhibits to this Form CB: |
| (1) * |
Important Notice to Holders |
| (2) * |
Repurchase Offer Letter, dated May 3, 2007 |
| (3) * |
Repurchase Offer Form |
| (4) * |
Press release, dated May 3, 2007 |
| (5) |
Press release dated May 30, 2007, relating to the Repurchase Offer for B Shares |
| (6) |
Press release dated May 31, 2007, relating to the Repurchase of B Shares |
| * |
Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB on May 4, 2007. |
| (b) |
Not applicable |
Item 2. Informational Legends
Not applicable.
PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
The exhibits specified below must be furnished as part of the Form, but need not be sent to security holders unless sent to security holders in the home jurisdiction. Letter or number all exhibits for convenient reference.
| (1) |
Not applicable. |
| (2) |
Not applicable. |
| (3) |
Not applicable. |
PART III - CONSENT TO SERVICE OF PROCESS
Scottish Power plc has filed a written irrevocable consent and power of attorney on Form F-X with the Securities and Exchange Commission on May 4, 2007.
Exhibit Index
| Exhibit |
Description | |
| (a)(1)* |
Important Notice to Holders | |
| (a)(2)* |
Repurchase Offer Letter, dated May 3, 2007 | |
| (a)(3)* |
Repurchase Offer Form | |
| (a)(4)* |
Press release, dated May 3, 2007 | |
| (a)(5) |
Press release dated May 30, 2007, relating to the Repurchase Offer for B Shares | |
| (a)(6) |
Press release dated May 31, 2007, relating to the Repurchase of B Shares | |
| * |
Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB on May 4, 2007. |
PART IV - 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.
| SCOTTISH POWER PLC | ||
| By |
/s/ SHEELAGH DUFFIELD | |
| Name: |
Sheelagh Duffield | |
| Title: |
Company Secretary | |
Date: May 31, 2007