Mirant Corp – ‘8-K/A’ for 10/30/00

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Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                            4     18K 
 2: EX-23       Pwc Consent Form                                       1      5K 

8-K/A   —   Amendment to Current Report
Document Table of Contents

8-K/A
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SECURITIES AND EXCHANGE COMMISSION

 Washington, D. C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
 Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported) October 30, 2000
 ---------------------------------------

 Southern Energy, Inc.
(Exact name of registrant as specified in its charter)

 -------------------------------------------------------------------------------

Delaware                      001-16107           58-2056305          
 -------------------------------------------------------------------------------
 (State or other jurisdiction   (Commission File  (IRS Employer Identification
of incorporation)                 Number)                  No.)         

1155 Perimeter Center West Suite 100, Atlanta, Georgia 30338
 -------------------------------------------------------------------------------
         (Address of principal executive offices)         (Zip Code)

 Registrant's telephone number, including area code (678) 579-7000
 -----------------------------

 N/A
 -------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)

8-K/A
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Item 2. Acquisition or Disposition of Assets.                                   

 On August 23, 2000, WPD Limited ("WPDL"), a company at that time 40% owned by a
subsidiary  of Southern  Energy,  Inc.  ("Southern  Energy")  and 60% owned by a
subsidiary  of PPL  Corporation  ("PPL"),  made an offer to  acquire  all of the
outstanding  shares of Hyder plc  ("Hyder") for a total  purchase  price for the
ordinary shares of Hyder of approximately (pound)565 million (approximately $847
million),  or  365  pence  (approximately  $5.47)  per  Hyder  share,  plus  the
assumption of approximately  (pound)2.1 billion  (approximately $3.2 billion) of
debt as of March 31, 2000.  Hyder owns and operates the  electricity  network in
South Wales and the water distribution and wastewater treatment business for all
of Wales. On September 15, 2000, WPDL committed  unconditionally to purchase any
shares of Hyder tendered by Hyder  shareholders.  As of September 30, 2000, WPDL
had  purchased  from  shareholders  approximately  71% of the Hyder  shares.  On
October 30, 2000,  WPDL finalized the acquisition of Hyder by making payment for
the  additional  shares  needed to bring  WPDL's  ownership  over 90%.  Under UK
company law, the acquisition of more than 90% of the outstanding  shares allowed
WPDL to acquire the remaining  shares at its option.  On October 31, 2000,  WPDL
exercised this right by sending notification to the outstanding shareholders and
now owns 100% of Hyder.                                                         

As part of the arrangement  between Southern Energy and PPL, Southern Energy had
a call right to acquire an  additional  9% of the shares in WPDL from PPL and to
acquire a  proportionate  interest  (based  on its  ownership  interest)  of the
shareholder  loans  to  WPDL  and WPD  Holdings  for a  total  consideration  of
approximately  $38  million.  Southern  Energy  exercised  that right  effective
December 1, 2000.                                                               

WPDL's  acquisition of the  outstanding  shares of Hyder was financed  through a
combination of loans from its shareholders and affiliate companies. In September
2000,  WPD Holdings UK ("WPD  Holdings"),  an indirect 49% owned  subsidiary  of
Southern  Energy,  closed a  (pound)210  million  (approximately  $310  million)
364-day term loan facility (the "Facility") arranged through Citibank to finance
part of the purchase  price paid by WPDL for the Hyder  shares.  The  Facility's
initial interest rate is LIBOR plus 90 basis points per annum. Once WPD Holdings
obtains a rating  for its  senior  unsecured  debt from  Standard  & Poor's  and
Moody's, the interest rate margin over LIBOR will be based on a ratings grid. As
the Facility was drawn,  proceeds were loaned to WPDL to purchase  Hyder shares.
Furthermore,  the  shareholders of WPD Holdings made  subordinated  loans to WPD
Holdings of (pound)150 million  (approximately  $222 million) which WPD Holdings
loaned to WPDL,  and the  shareholders  of WPDL made loans to WPDL of (pound)140
million  (approximately  $207  million),  in each case to fund the  Hyder  share
purchase.  The  shareholder  loans  were made in  proportion  to the  respective
shareholders'  ownership interest.  In addition,  Western Power Distribution,  a
wholly  owned  subsidiary  of  WPD  Holdings,   loaned  WPDL  (pound)85  million
(approximately $126 million) to fund the Hyder share purchase.                  

Furthermore, in conjunction with the completion of this acquisition and with the
approval of lenders, Southern Energy and a subsidiary of PPL, effective December
1, 2000,  have  modified  the voting  rights of WPD Holdings to 50% each so that
each  party  will  equally  share  operational  and  management  control  of WPD
Holdings.                                                                       

8-K/A
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION                      

         This  Form 8-K  includes  forward-looking  statements  in  addition  to
historical  information.  These  statements  involve known and unknown risks and
relate to future events, Southern Energy, Inc.'s future financial performance or
its projected business results. In some cases, you can identify  forward-looking
statements by terminology such as "may," "will," "should,"  "expects,"  "plans,"
"anticipates," "believes," "estimates," "predicts," "potential" or "continue" or
the  negative of these terms or other  comparable  terminology.  Forward-looking
statements are only statements of intent, belief or expectations. Actual        
 events or results may differ materially from any forward-looking statement as a
result of various  factors.  These factors  include:  legislative and regulatory
initiatives  regarding  deregulation  and  restructuring of the electric utility
industry;  the extent and timing of the entry of additional  competition  in the
markets of Southern Energy, Inc.'s subsidiaries and affiliates; Southern Energy,
Inc.'s  pursuit of potential  business  strategies,  including  acquisitions  or
dispositions of assets or internal restructuring;  state, federal and other rate
regulations  in the  United  States  and  in  foreign  countries  in  which  its
subsidiaries and affiliates operate;  changes in or application of environmental
and  other  laws  and  regulations  to  which  Southern  Energy,  Inc.  and  its
subsidiaries  and  affiliates  are  subject;   political,   legal  and  economic
conditions  and  developments  in the United States and in foreign  countries in
which the Southern Energy, Inc.'s subsidiaries and affiliates operate; financial
market conditions and the results of its financing efforts; changes in commodity
prices and interest rates; weather and other natural phenomena; Southern Energy,
Inc.'s  performance  of  projects  undertaken  and the success of its efforts to
invest in and develop new  opportunities;  and other factors.  Although Southern
Energy,  Inc.  believes that the expectations  reflected in the  forward-looking
statements are reasonable, it cannot guarantee future results, events, levels of
activity, performance or achievements.                                          

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.     

(a)      Financial Statements of the businesses acquired.                       

                  Reference  is  made  to  the  section   entitled   "Report  of
                  Independent  Accountants  and  Financial  Statements  of Hyder
                  plc,"  (pages  F-132  to  F-206)  in the  prospectus  filed by
                  Southern  Energy,  Inc.  with the SEC on  September  27,  2000
                  pursuant to Rule 424(b) under the  Securities  Act of 1933, as
                  amended,   with  respect  to  Southern  Energy's  registration
                  statement  on  Form  S-1  (Registration  No.  333-35390),  for
                  financial  statements and other  information  regarding  Hyder
plc.                                        

(b)      Pro forma financial information.                                       

                  Reference  is made to the section  entitled  "Introduction  to
                  Unaudited  Pro Forma  Financial  Information"  (pages F-207 to
                  F-214) in the prospectus filed by Southern  Energy,  Inc. with
                  the SEC on  September  27, 2000  pursuant to Rule 424(b) under
                  the  Securities  Act of 1933,  as  amended,  with  respect  to
                  Southern   Energy's   registration   statement   on  Form  S-1
                  (Registration   No.   333-35390),   for  pro  forma  financial
                  information  regarding  the  acquisition  of Hyder plc and the
deconsolidation of WPD.                     

8-K/A
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 SIGNATURE

                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.                                      

Date:     December 5, 2000                       SOUTHERN ENERGY, INC.          

                                      By /s/ James A. Ward
                                                --------------------------------
                               James A. Ward
                                                Senior Vice President, Finance
                                And Accounting
                                              (Principal Accounting Officer)

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/6/00
		12/5/00		4
		12/1/00		2
		10/31/00		2					U-12-IB
For Period End:		10/30/00		1		2			8-K,  S-8
		9/30/00		2					10-Q
		9/27/00		3					424B4,  8-A12B
		9/15/00		2
		8/23/00		2
		3/31/00		2
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