| 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 |
| |
| ENDESA, S.A. |
| (Name of Subject Company) |
| |
| ACCIONA, S.A. |
| FINANZAS DOS, S.A. |
| ENEL SOCIETÀ PER AZIONI |
| ENEL ENERGY EUROPE SOCIETÀ A RESPONSABILITÀ LIMITATA |
| (Name of Person Filing Statement) |
| |
| Ordinary shares, nominal value €1.20 each |
| American Depositary Shares, each representing the right to receive one ordinary share |
| (Title of Class of Securities) |
| 00029274F1 |
| (CUSIP Number of Class of Securities) |
| ----------------- |
| Acciona, S.A. | | ENEL Società per Azioni |
| Avenida de Europa, 18 | | Viale Regina Margherita 137 |
| Empresarial La Moraleja, Alcobendas | | 00198 Rome, Italy |
| Madrid, Spain 28108 | | Attention: Department of Corporate Affairs |
| Attention: Jorge Vega-Penichet | | +39 06830 52783 |
| +34 91 663 2850 | | |
| (Name, address and telephone number of person authorized to receive |
| notices and communications on behalf of the person filing statement) |
| With copies to: |
| Wachtell, Lipton, Rosen & Katz | | | | Simpson Thacher & Bartlett LLP |
| 51 West 52nd Street | | | | One Ropemaker Street |
| New York, New York 10019 | | | | London EC2Y 9HU |
| Attention: Adam O. Emmerich | | | | Attention: Michael Wolfson |
| (212) 403-1000 | | | | +44 207 275 6500 |
| 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 communications made before the commencement of a tender offer.
¨ 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:
Form or Registration No.:
Filing Party:
Date Filed:
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.
¨ issuer tender offer subject to Rule 13e-4.
¨ going-private transaction subject to Rule 13e-3.
x 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:¨
| Item 12. Exhibits |
| |
| Exhibit | | Description |
| 10.2 | Agreement by and among ENEL S.p.A., Acciona, S.A. and E.ON AG, dated April 2, 2007 (the “Settlement Agreement”) (previously filed as Exhibit 10.17 to Amendment No. 16 to the Schedule 13D filed on April 2, 2007 by Acciona, S.A. and Finanzas Dos, S.A. with respect to Shares and the ADSs and incorporated herein by reference) |
| |
| 10.3 | English Translation of Amendment, dated April 2, 2007, to the Cooperation Agreement, dated March 26, 2007, regarding the development of a joint ownership project for Endesa, by and between Acciona, S.A., Finanzas Dos, S.A., ENEL S.p.A. and Enel Energy Europe S.r.L. (previously filed as Exhibit 10.18 to Amendment No. 16 to the Schedule 13D filed on April 2, 2007 by Acciona, S.A. and Finanzas Dos, S.A. with respect to Shares and the ADSs and incorporated herein by reference) |
| |
| 99.11 | Amendment No. 16 to the Schedule 13D (including exhibits), filed on April 2, 2007 by Acciona, S.A. and Finanzas Dos S.A., with respect to Endesa ordinary shares and ADSs, with the U.S. Securities and Exchange Commission (previously filed and incorporated herein by reference) |
| |
| 99.12 | Joint press release of Acciona, S.A. and ENEL S.p.A. announcing the Settlement Agreement, dated April 2, 2007 (previously filed as Exhibit 99.41 to Amendment No. 16 to the Schedule 13D, filed on April 2, 2007 by Acciona, S.A., Finanzas Dos, S.A. with respect to Shares and the ADSs, and incorporated herein by reference). |
| |
| 99.13 | Hecho Relevante (No. 78775) filed on April 2, 2007 by Acciona, S.A. with the SpanishComisión Nacional del Mercado de Valores (Notice related to the Settlement Agreement attached as Exhibit 10.2 hereto) (previously filed as Exhibit 99.42 to Amendment No. 16 to the Schedule 13D filed on April 2, 2007 by Acciona, S.A. and Finanzas Dos, S.A. with respect to Shares and the ADSs, and incorporated herein by reference) |
| |
| 99.14 | Hecho Relevante(No. 78777) filed on April 2, 2007 by ENEL, S.p.A. with the SpanishComisión Nacional del Mercado de Valores(Notice related to the Settlement Agreement attached as Exhibit 10.2 hereto) |
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