SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 4, 1998 ---------------- (Date of earliest event reported) EDF LONDON INVESTMENTS PLC -------------------------- (Exact name of Registrant as specified in its charter) England and Wales 333-33331 N/A - -------------------------------------------------------------------------------- (State of (Commission File No.) (IRS Employer Incorporation) Identification No.) Templar House 81-87 High Holborn London WC1V 6NU England (Address of principal executive offices, including zip code) 011-44-171-242-9050 ------------------- (Registrant's telephone number, including area code) ENTERGY LONDON INVESTMENTS PLC Templar House 81-87 High Holborn London WC1V 6NU England - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 1. CHANGE IN CONTROL OF REGISTRANT. On December 4, 1998, pursuant to the terms of a Share Purchase Agreement dated November 27, 1998 (the "Share Purchase Agreement") by and among Entergy Corporation, Entergy UK Holdings Limited (the "Seller"), EDF International S.A., ("EDF International") a subsidiary of Electricite de France ("EDF"), which is France's national electrical utility, and ELEX (UK) Limited (the "Purchaser") a wholly owned British subsidiary of EDF International, the Purchaser acquired 100 percent of the shares of LE Holdings No. 1 Limited for $3.185 billion and the Registrant which was an indirect subsidiary of the Seller became an indirect subsidiary of EDF. The funds required by the Purchaser to consummate the transaction were internal funds provided by affiliates of the Purchaser, mainly through funds granted by EDF, the parent of the Purchaser. Upon the consummation of the transactions consummated by the Share Purchase Agreement both directors of the Registrant Robert Cushman and Frederick Nugent resigned and Bruno Lescoeur and Jack Cizain were appointed to the Registrant's Board of Directors. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Not applicable (b) Not applicable (c) Not applicable 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 hereunto duly authorized. EDF LONDON INVESTMENTS PLC Date: December 21, 1998 By: /s/ Bruno Lescoeur ------------------------------ Name: Bruno Lescoeur Title: Director