FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May, 2006
Commission File Number: 333-132076
GAS NATURAL SDG, S.A.
(Translation of Registrant’s Name into English)
Av. Portal de L’Angel, 20-22
08002 Barcelona, Spain
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F:
| Form 20-F x | Form 40-F ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
| Yes | ¨ | No | x |
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
| Yes | ¨ | No | x |
Indicate by check mark whether by furnishing the information
contained in this Form, the Registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
| Yes | ¨ | No | x |
If “Yes” is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):N/A
GAS NATURAL EXTENDS EXPIRATION DATE OF ITS U.S. OFFER FOR ENDESA
Gas Natural SDG, S.A. announced today that the expiration date of its U.S. offer for Endesa, S.A. has been extended to 11:00 a.m., New York City time (5:00 p.m., Madrid time), on June 19, 2006, unless the U.S. offer is further extended, lapses or is withdrawn. Gas Natural’s obligation to complete its U.S. offer is conditioned on, among other conditions, the completion of its Spanish offer. As previously disclosed by Gas Natural, the processing of Gas Natural’s offer in Spain has been temporarily suspended as a result of the injunction issued by the Court for Business Matters No. 3 in Madrid pending resolution of Gas Natural’s appeal as well as the underlying lawsuit. Additionally, pursuant to a decision dated April 28, 2006, the Spanish Supreme Court temporarily suspended, by injunction, the effectiveness of the Resolution of the Spanish Council of Ministers establishing the conditions for competition with respect to the offer by Gas Natural for Endesa. The effectiveness of this injunction is subject to Endesa providing certain bonds, pursuant to Spanish law. Gas Natural is analyzing the scope and effects of the decision and intends to adopt appropriate measures in defense of its interests including an appeal of the temporary injunction.
Gas Natural intends to cause the offer periods of its U.S. offer and Spanish offer to end at the same time and will announce any further extensions or any other material modifications to the offers. Except as modified by this extension, the terms and conditions of the U.S. offer remain in effect and unmodified.
Gas Natural’s U.S. offer is open to all holders of Endesa ordinary shares who are located in the United States and to all holders of Endesa ADSs, wherever located. Based on information provided by The Bank of New York, the exchange agent for Gas Natural’s U.S. offer, as of the close of business on May 18, 2006, approximately 887,309.8623 Endesa ADSs and 55,335 Endesa ordinary shares had been tendered pursuant to the U.S. offer. Holders of Endesa securities may withdraw any Endesa securities tendered pursuant to the U.S. offer at any time prior to the expiration of the U.S. offer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GAS NATURAL SDG, S.A. | ||||||
| Date: May 18, 2006 | By: | /s/ Carlos J. Álvarez Fernández | ||||
| Name: Carlos J. Álvarez Fernández | ||||||
| Title: Chief Financial Officer | ||||||
