SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
British Energy Group PLC
------------------------
(Name of Issuer)
Ordinary Shares
---------------
(Title of Class of Securities)
GB00B04QKW59
------------
(CUSIP Number of Class of Securities)
Gerald Kerner, Esq.
c/o Duquesne Capital Management, L.L.C.
40 West 57th Street, 25th Floor
New York, NY 10019
(212) 830-6655
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Serge Benchetrit, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
May 12, 2005
------------
(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 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).
SCHEDULE 13D
---------------------- -----------------
CUSIP No. GB00B04QKW59 Page 2 of 8 Pages
---------------------- -----------------
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Duquesne Capital Management, L.L.C.
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 57,019,150
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
57,019,150
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
57,019,150
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
----------- --------------------------------------------------------------------
2
SCHEDULE 13D
---------------------- -----------------
CUSIP No. GB00B04QKW59 Page 3 of 8 Pages
---------------------- -----------------
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stanley F. Druckenmiller
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 57,019,150
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
57,019,150
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
57,019,150
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
----------- --------------------------------------------------------------------
3
SCHEDULE 13D
---------------------- -----------------
CUSIP No. GB00B04QKW59 Page 4 of 8 Pages
---------------------- -----------------
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Windmill Master Fund L.P.
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 35,153,665
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
35,153,665
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
35,153,665
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
----------- --------------------------------------------------------------------
4
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") is being filed
with respect to the beneficial ownership of shares of Ordinary Shares ("Ordinary
Shares") of British Energy Group PLC, a United Kingdom public limited company
(the "Company"), to amend the Schedule 13D filed on February 28, 2005 (the
"Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 1
shall have the meaning ascribed thereto in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by the addition of the following
paragraph:
Additional Shares were purchased on March 23, 2005 for an aggregate amount equal
to (pound)5,315,002, including commissions and expenses. The source of these
funds was the working capital of the Funds.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated by deleting the
entirety of the text thereof and replacing it with the following:
The Reporting Persons intend to continue to discuss with members of the Board of
Directors of the Company the execution by the management of the Company's
business plan outlined in the restructuring consummated in January of 2005 with
the goal of improving the fundamentals of the Company's business. As is
customary in the UK, the Company has initiated discussions with the Reporting
Persons to seek out the Reporting Persons' views on the composition of the
Board. As part of this process, the Reporting Persons intend to seek to consult
with members of the Company's Board for the purpose of expressing their views on
the composition of the Board, their desire to have several new non-executive
directors added to the Board, and their views on which director should serve as
Senior Independent Director.
Those Shares purchased on March 23, 2005 were acquired for investment purposes.
The recent transactions in the Shares were made in the ordinary course of
business.
Furthermore, the Reporting Persons intend to continually review the Company's
business affairs, financial position, and future prospects, as well as
conditions in the securities markets and general economic and industry
conditions. Based on such evaluation, review, and other factors, the Reporting
Persons may purchase additional shares of Ordinary Shares and, alternatively,
may sell Shares in the open market or in privately negotiated transactions.
5
Except as set forth above, the Reporting Persons do not have any present plans
or proposals that relate to or would result in any of the actions required to be
described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at any
time, review or reconsider its position with respect to the Company and
formulate plans or proposals with respect to any of such matters, but has no
present intention of doing so.
Item 5. Interest in Securities of the Issuer
Items 5(a), 5(b) and 5(c) are hereby amended and restated by deleting the
entirety of the text thereof and replacing it with the following:
(a) & (b) Ownership and power over disposition:
A. Duquesne Capital
----------------
(a) Amount beneficially owned: 57,019,150.
(b) Percent of class: 10.2%. The percentages used herein and in the rest of
this Schedule 13D are calculated based upon a total of 561,016,553 shares of
Ordinary Shares issued and outstanding, as of April 27, 2005, as reflected in
the Company's Report of Foreign Issuer on Form 6-K, filed on April 27, 2005.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 57,019,150.
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 57,019,150.
B. Mr. Druckenmiller
-----------------
(a) Amount beneficially owned: 57,019,150.
(b) Percent of class: 10.2%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 57,019,150.
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 57,019,150.
6
C. Windmill
--------
(a) Amount beneficially owned: 35,153,665.
(b) Percent of class: 6.3%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 35,153,665.
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 35,153,665.
(c) The transactions in the shares of the Ordinary Shares during the past sixty
days that may be deemed to be beneficially owned by a Reporting Person are set
forth on Exhibit 99.1 attached hereto. All such transactions were effected as
open market transactions.
Item 7 Material to be Filed as Exhibits
Attached hereto as Exhibit 99.1 is a description of transactions in the
shares of the Ordinary Shares that were effected during the past sixty days that
may be deemed to be beneficially owned by the Reporting Persons.
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
7
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: May 12, 2005
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /s/ Gerald Kerner
------------------------------------
Name: Gerald Kerner
Title: Managing Director
STANLEY F. DRUCKENMILLER
By: /s/ Gerald Kerner
------------------------------------
Name: Gerald Kerner
Title: Attorney-in-Fact
WINDMILL MASTER FUND L.P.
By: Duquesne Capital Management, L.L.C.,
its investment manager
By: /s/ Gerald Kerner
------------------------------------
Name: Gerald Kerner
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13D
WITH RESPECT TO BRITISH ENERGY GROUP PLC]