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)
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(Name of Issuer)
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American Depositary Shares (“ADSs”), each representing 20 Class B Shares (“Class B Shares”)
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(Title of Class of Securities)
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N/A
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(CUSIP Number)
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Romina Benvenuti
Ortiz de Ocampo 3302
Building #4
C1425DSR
Buenos Aires
Argentina
Tel: +54 11 4809 9500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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October 18, 2012
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(Date of Event which Requires Filing of this Statement)
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I
f 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.
¨
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)
This Amendment No. 3 amends and supplements the Schedule 13D filed by Pampa Inversiones S.A. (“PISA”) and Pampa Energía S.A. (“Pampa Energía” and, together with PISA, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on November 22, 2010 (dated as of September 28, 2010), as amended by the Schedule 13D Amendment No. 1 filed with the SEC on November 5, 2010 and Amendment No.2 filed with the SEC on December 10, 2010 (the “Schedule 13D”), related to the American Depository Shares (“ADSs”), each representing 20 Class B Shares (“Class B Shares”) of Empresa Distribuidora y Comercializadora Norte S.A. (Edenor), an Argentina
sociedad anónima
(the “Company”).
Items 4 and 5 are hereby amended and restated, as follows:
Item 4. Purpose of Transaction.
Pampa Energía has caused its subsidiary PISA to sell and purchase Class B Shares of the Issuer to take advantage of favorable market conditions.
Item 5.
Interest in Securities of the Issuer
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(a) and (b). The Reporting Persons have, as of October 22, 2013, the following interests in the Class B Shares:
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Class B Shares Beneficially
Owned
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% of Class
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Sole Power to
Vote
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Shared Power to
Vote
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Sole Power to
Dispose
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Shared Power to
Dispose
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PISA
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27,913,674
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6.3%
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-0-
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27,913,674
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-0-
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27,913,674
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Pampa Energía
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27,913,674
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6.3%
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27,913,674
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-0-
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27,913,674
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-0-
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To the knowledge of the Reporting Persons, none of the executive officers or directors of each of PISA and Pampa Energía owns any Class B Shares with the exception of (i) Gustavo Mariani, a director of Pampa Energía, who owns 940,000 Class B Shares, or 0.21% of such shares, and has the sole power to vote and dispose of these 940,000 Class B Shares and (ii) Diego Salaverri, a director of Pampa Energía, who owns 18,486 Class B Shares, or 0.004%. of such shares, and has the sole power to vote and dispose of these 18,486 Class B Shares.
(c) During the past sixty days, PISA has effected the following transactions in the ADSs through brokers on the New York Stock Exchange:
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Date of Transaction
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ADSs Sold
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Equivalent Number of
Class B Shares
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Price per ADS
(U.S. dollars)
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Brokers
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September 27, 2013
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3,588
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71,760
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U.S. $ 4.3932
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JPMorgan
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September 27, 2013
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13,755
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275,100
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U.S. $ 4.181
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RJUSA
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October 3, 2013
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12,000
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240,000
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U.S. $ 4.4033
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RJUSA
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October 4, 2013
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35,100
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702,000
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U.S. $ 4.4934
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RJUSA
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October 7, 2013
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6,050
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121,000
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U.S. $ 4.4386
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RJUSA
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October 10, 2013
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7,700
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154,000
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U.S. $ 4.4238
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RJUSA
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October 11, 2013
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34,000
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680,000
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U.S. $ 4.5874
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RJUSA
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October 15, 2013
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25,100
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502,000
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U.S. $ 4.9513
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RJUSA
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October 16, 2013
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61,500
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1,230,000
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U.S. $ 5.1026
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RJUSA
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October 17, 2013
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43,500
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870,000
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U.S. $ 5.5975
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RJUSA
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October 17, 2013
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61,500
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1,230,000
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U.S. $ 6.4125
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RJUSA
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October 18, 2013
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50,500
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1,010,000
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U.S. $ 6.6067
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RJUSA
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During the past sixty days, Pampa Energía has not and, to the knowledge of the Reporting Persons, Gustavo Mariani and Diego Salaverri have not, effected any transactions in the Class B Shares or ADSs.