UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR) (Distribution and Marketing Company of the North) |
(Name of Issuer) |
American Depositary Shares (“ADSs”), each representing 20 Class B Shares (“Class B Shares”) |
(Title of Class of Securities) |
N/A |
(CUSIP Number) |
Romina Benvenuti Ortiz de Ocampo 3302 Building #4 C1425DSR Buenos Aires Argentina Tel: 54 11 4809 9520 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
December 15, 2009 |
(Date of Event which Requires Filing of this Statement) |
If the Reporting 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 §§240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. o
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
CUSIP No. N/A | 13D | Page 2 of 7 Pages |
1 | NAMES OF REPORTING PERSONS Pampa Inversiones S.A. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | o o |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | o | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Uruguay |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- |
8 | SHARED VOTING POWER 49,719,123 | |
9 | SOLE DISPOSITIVE POWER -0- | |
10 | SHARED DISPOSITIVE POWER 49,719,123 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,719,123 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.2% | ||
14 | TYPE OF REPORTING PERSON HC - CO |
Page 2 of 7 Pages
CUSIP No. N/A | 13D | Page 3 of 7 Pages |
1 | NAMES OF REPORTING PERSONS Pampa Energia S.A. (Pampa Energy Inc.) | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | o o | ||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (see instructions) AF | ||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | o | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Argentina |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 49,719,123 |
8 | SHARED VOTING POWER -0- | |
9 | SOLE DISPOSITIVE POWER 49,719,123 | |
10 | SHARED DISPOSITIVE POWER -0- |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,719,123 | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.2% | ||||
14 | TYPE OF REPORTING PERSON HC - CO |
Page 3 of 7 Pages
Item 1. Security and Issuer.
The information contained in this Schedule 13D is as of September 28, 2010. For technical reasons, this Schedule 13-D was not filed as intended on September 28, 2010. On November 5, 2010, the Reporting Persons filed an Amendment No. 1 to this Schedule 13D. The information contained in such Amendment No. 1 amends and supersedes the information contained in this Schedule 13D and is the most up to date information filed by the Reporting Persons as of the date of the filing of this Schedule 13D.
This statement relates to the Class B Shares (“Class B Shares”) and American Depositary Shares (“ADSs” and together with the Class B Shares, the “Shares”), each representing 20 Class B Shares, of Empresa Distribuidora y Comercializadora Norte S.A., a sociedad anonima organized under the laws of Argentina (the “Issuer”).
The address and principal executive office of the Issuer is Avenida del Libertador 6363, Quarto Piso, CP 1428, Buenos Aires, Argentina.
Item 2. Identity and Background.
This Statement is filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the persons listed below (the “Reporting Persons”).
(1) Pampa Inversiones S.A. (“PISA”) (formerly known as Dilurey S.A.) is a sociedad anonima organized under the laws of Uruguay. The address of its principal business and principal office is Costa Rica 1538 (11500), Montevideo, Uruguay. PISA is a wholly owned subsidiary of Pampa Energia and is itself a holding company for certain of Pampa Energia’s assets.
(2) Pampa Energia S.A. (“Pampa Energia”) is a sociedad anonima organized under the laws of Argentina. The address of its principal business and principal office is Ortiz de Ocampo 3302, Building #4C1425DSR, Buenos Aires, Argentina. Pampa Energia is an electricity company in Argentina.
Information regarding the executive officers and directors of each of PISA and Pampa Energia are set forth in Schedule I attached hereto. None of the Reporting Persons nor, to the best of their knowledge, any of the directors or executive officers listed in Schedule I has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Sources and Amount of Funds or Other Consideration.
PISA acquired the Shares with funds obtained through equity contributions made by Pampa Energia, PISA’s parent company, and funds generated in the ordinary course of PISA’s business. PISA is primarily engaged in financial transactions such as purchasing and trading securities.
Item 4. Purpose of Transaction.
The Issuer is a subsidiary of Pampa Energia. Pampa Energia has caused its subsidiary PISA to purchase Shares of the Issuer because it believes that such securities are undervalued by the market.
Page 4 of 7 Pages
Item 5. Interest in Securities of the Issuer.
(a) and (b). The Reporting Persons have, as of September 28, 2010, the following interests in the Shares:
Shares Beneficially Owned | % of Class | Sole Power to Vote | Shared Power to Vote | Sole Power to Dispose | Shared Power to Dispose | ||||||
PISA | 49,719,123 | 11.2% | -0- | 49,719,123 | -0- | 49,719,123 | |||||
Pampa Energia | 49,719,123 | 11.2% | 49,719,123 | -0- | 49,719,123 | -0- |
To the knowledge of the Reporting Persons, none of the persons listed on Schedule I owns any Shares with the exception of Gustavo Mariani, a director of Pampa Energia, who owns 640,000 Class B Shares, or 0.1% of the Shares, and has the sole power to vote and dispose of these 640,000 Class B Shares.
(c) In the past sixty days, PISA has effected the following transactions in the Class B Shares through brokers on the Bolsa de Comercio de Buenos Aires (Buenos Aires Stock Exchange):
Date of Transaction | Shares Purchased | Price per Share (Ps.) | Broker | |||
July 28 | 80,000 | Ps. 1.31677 | SBS Sociedad de Bolsa | |||
July 29 | 60,000 | Ps. 1.31000 | SBS Sociedad de Bolsa | |||
July 30 | 215,000 | Ps. 1.31000 | SBS Sociedad de Bolsa | |||
August 2 | 75,000 | Ps. 1.30000 | SBS Sociedad de Bolsa | |||
August 5 | 140,000 | Ps. 1.37429 | SBS Sociedad de Bolsa |
In the past sixty days, PISA has effected the following transactions in the ADSs through brokers on the New York Stock Exchange:
Date of Transaction | ADSs Purchased | Equivalent Number of Shares | Price per ADSs (U.S. dollars) | Broker | ||||
August 20 | 49,950 | 999,000 | U.S. $6.66000 | Bear Stearns | ||||
August 27 | 2,300 | 496,000 | U.S. $6.41522 | Allaria Ledesma |
Pampa Energia has not and, to the knowledge of the Reporting Persons, Gustavo Mariana has not, effected any transactions in the Shares or ADSs in the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
Neither of the Reporting Persons nor, to the knowledge of such Reporting Persons, any other person listed in response to Item 2 has entered into any contract, arrangement, understanding or relationship with respect to the Shares or ADSs of the Issuer.
Page 5 of 7 Pages
Item 7. Exhibits.
Exhibit 1 | Joint Filing Agreement, dated September 28, 2010, between Pampa Inversiones S.A. and Pampa Energia S.A. |
Page 6 of 7 Pages
SIGNATURE
After reasonable 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.
Dated: September 28, 2010
PAMPA INVERSIONES S.A. | |
By: /s/ Ricardo Torres | |
Name: Ricardo Torres Title: President | |
PAMPA ENERGIA S.A. | |
By: /s/ Roberto Maestretti | |
Name: Roberto Maestretti Title: Chief Financial Officer | |
Page 7 of 7 Pages
SCHEDULE I
Pampa Inversiones S.A.
Name | Principal Occupation | Citizenship |
Directors | ||
Ricardo Alejandro Torres | Chief Executive Officer and Chief Generation Manager of Pampa Energia S.A. | Argentina |
Damián Miguel Mindlin | Chief Investment Portfolio Manager of Pampa Energia S.A. Investment Portfolio Manager of Grupo Dolphin. | Argentina |
Alfredo José Vercelli | President of Educaria. | Uruguay |
María José Bianchi | Director Manager of Bianchi&Asociados. | Uruguay |
Germán Pérez | Country Manager of Pampa Inversiones S.A. | Uruguay |
Executive Officers | ||
Ricardo Torres | President of Pampa Inversiones S.A. | Argentina |
Germán Pérez | Country Manager of Pampa Inversiones S.A. | Argentina |
The business address for each of Alredo José Vercelli, María José Bianchi and Germán Pérez is Costa Rica 1538, Montevideo 11500, Uruguay.
Pampa Energía S.A.
Name | Principal Occupation | Citizenship |
Directors | ||
Marcos Marcelo Mindlin | Chairman of the Board and Chief Executive Officer and Chief Generation Manager of Pampa Energia S.A. | Argentina |
Ricardo Alejandro Torres | Chief Executive Officer and Chief Generation Manager of Pampa Energia S.A. | Argentina |
Damián Miguel Mindlin | Chief Investment Portfolio Manager of Pampa Energia S.A. Investment Portfolio Manager of Grupo Dolphin. | Argentina |
Gustavo Mariani | Chief Business Development Manager of Pampa Energia S.A. | Argentina |
Diego Martín Salaverri | Partner of the Argentine law firm of Errecondo, Salaverri, Dellatorre, González & Burgio. | Argentina |
Pablo Adrián Grigio Campana | Human Resources Director for the local branch of W.M. Mercer Inc. | Argentina |
Diana Elena Mondino | Dean of Studies for the MBA program at Universidad del CEMA. | Argentina |
Miguel Alberto Kiguel | Senior Manager of Miguel Kiguel & Asociados | Argentina |
Luis Andrés Caputo | Chairman of LC Advisors S.A. | Argentina |
Executive Officers | ||
Alejandro Macfarlane | Chief Distribution Manager of Pampa Energia S.A. President of ADEERA. | Argentina |
Roberto Luis Maestretti | Finance and Administrative Manager of Pampa Energia S.A. | Argentina |
Brian Henderson | Transmission Delegate Director of Pampa Energia S.A. Technical advisor to Grupo Dolphin S.A. | Argentina |
Gabriel Cohen | Corporate Financing Manager of Pampa Energia S.A. | Argentina |
The business address of each of the directors and executive officers of Pampa Energia S.A. is Ortiz de Ocampo 3302 - Edificio 4, Buenos Aires C1425DSR, Argentina.