-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U1iNyH47HwifvDesFrASpTVNccRw0859ycoLmMfAvAAUxWtVcon5yNdqZLRZckiV lN7jBle2UIsfXSIbN+CFdg== 0000914317-99-000032.txt : 19990203 0000914317-99-000032.hdr.sgml : 19990203 ACCESSION NUMBER: 0000914317-99-000032 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990202 GROUP MEMBERS: CHARLES E. DAVIDSON GROUP MEMBERS: JOSEPH M. JACOBS GROUP MEMBERS: WEXFORD CAPITAL CORPORATION GROUP MEMBERS: WEXFORD CAPITAL II, LP GROUP MEMBERS: WEXFORD CAPITAL LIMITED GROUP MEMBERS: WEXFORD CAPITAL OVERSEAS, L.P. GROUP MEMBERS: WEXFORD CAPITAL PARTNERS II, L.P. GROUP MEMBERS: WEXFORD MANAGEMENT LLC GROUP MEMBERS: WEXFORD MANAGEMENT, LLC GROUP MEMBERS: WEXFORD OVERSEAS PARTNERS I, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COGENERATION CORP OF AMERICA CENTRAL INDEX KEY: 0000795185 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 592076187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39646 FILM NUMBER: 99518821 BUSINESS ADDRESS: STREET 1: ONE CARLSON PARKWAY STREET 2: SUITE 240 CITY: MINNEAPOLIS STATE: MN ZIP: 55447-4454 BUSINESS PHONE: 6127457900 MAIL ADDRESS: STREET 1: ONE CARLSON PARKWAY STREET 2: SUITE 240 CITY: MINNEAPOLIS STATE: MN ZIP: 55447-4454 FORMER COMPANY: FORMER CONFORMED NAME: NRG GENERATING U S INC DATE OF NAME CHANGE: 19960507 FORMER COMPANY: FORMER CONFORMED NAME: O BRIEN ENVIRONMENTAL ENERGY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: OBRIEN ENERGY SYSTEMS INC DATE OF NAME CHANGE: 19910804 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD MANAGEMENT LLC CENTRAL INDEX KEY: 0001048462 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) COGENERATION CORPORATION OF AMERICA ----------------------------------- (Name of issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of class of securities) 628950 10 7 ----------- (CUSIP number) Arthur H. Amron Wexford Management LLC 411 West Putnam Avenue Greenwich, CT 06830 (203) 862-7012 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) January 20, 1999 ------------------------------------------------------- (Date of event which requires filing of this statement) 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 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 ss. 240.13d-7 Page 1 of 7 This Amendment No. 2 to Schedule13D modifies and supplements the Schedule 13D filed on May 8, 1997, as amended by Amendment No. 1 to Schedule 13D filed on November 5, 1998 (as amended, the "Statement"), with respect to the Common Stock, par value $.01 per share (the "Common Stock"), of COGENERATION CORPORATION OF AMERICA (formerly known as NRG Generating US Inc.) (the "Company"). Except to the extent supplemented by the information contained in this Amendment No. 2, the Statement remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement. ITEM 4 On January 20, 1999, Wexford Management LLC ("Wexford"), acting on behalf of Wexford Capital Partners II, L.P. and Wexford Overseas partners I, L.P., each of which is a shareholder of the Company, notified the Company, pursuant to and in accordance with the provisions of Section 1.11 of the By-laws of the Company, of its intent to nominate three individuals to serve as independent directors to the Company's Board of Directors. Pursuant to the Bylaws, such nominees will be submitted for approval at the next Annual Meeting of Shareholders. The Company's Board of Directors currently is comprised of eight persons, three of whom must be independent, as such term is defined in the By-laws. Two of the nominees selected by Wexford currently serve as independent directors to the Board of Directors. The third nominee is the Managing Member and President of Wexford. Except as described in this Item 4, the Company has no present plans or proposals which relate to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the assets of the Company or any of its subsidiaries, (ii) a sale or transfer or a material amount of assets of the Company or any of its subsidiaries, (iii) any change in the board of directors or management of the Company or any of its subsidiaries, (iv) any material change in the present capitalization or dividend policy of the Company, (v) any other material change in the Company's business or corporate structure; (vi) changes in the Company's charter or bylaws or other actions which may impede the acquisition of control of the Company by any person, (vii) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be quoted in an inter-dealer quotation system of a registered national securities association, (viii) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or (ix) any action similar to any of those described above. However, Wexford retains its rights to modify its plans with respect to the transactions described in this Item 4, to acquire or dispose of securities of the Company and to formulate plans and proposals that could result in the occurrence of any such events, subject to applicable laws and regulations. Item 7. 4. Letter, dated January 20, 1999, from Wexford Management LLC to Cogeneration Corporation of America.. * * * * * * Page 2 of 7 SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 29, 1999 WEXFORD CAPITAL PARTNERS II, L.P. By: WEXFORD CAPITAL II, L.P., general partner By: WEXFORD CAPITAL CORPORATION, general partner By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Vice President WEXFORD OVERSEAS PARTNERS I, L.P. By: WEXFORD CAPITAL OVERSEAS, L.P., general partner By: WEXFORD CAPITAL LIMITED, general partner By: /s/Charles E. Davidson ---------------------- Name: Charles E. Davidson Title: President WEXFORD CAPITAL II, LP By: WEXFORD CAPITAL CORPORATION., general partner By: /s/Arthur H. Amron ------------------------ Name: Arthur H. Amron Title: Vice President WEXFORD CAPITAL CORPORATION., general partner By: /s/Arthur H. Amron ------------------------ Name: Arthur H. Amron Title: Vice President WEXFORD MANAGEMENT, LLC By: /s/Arthur H. Amron ------------------------ Name: Arthur H. Amron Title: Senior Vice President Page 3 of 7 WEXFORD CAPITAL OVERSEAS, L.P By: WEXFORD CAPITAL LIMITED, general partner BY: /s/Charles E. Davidson ---------------------- Name: Charles E. Davidson Title: President WEXFORD CAPITAL LIMITED By: /s/Charles E. Davidson ---------------------- Name: Charles E. Davidson Title: President /s/ Charles E. Davidson ----------------------- CHARLES E. DAVIDSON /s/ Joseph M. Jacobs -------------------- JOSEPH M. JACOBS Page 4 of 7 EXHIBIT INDEX 1. Letter, dated January 20, 1999 Page 5 of 7 WEXFORD MANAGEMENT LLC 411 West Putnam Avenue Greenwich, CT 06830 (203) 862-7000 Direct Dial: 862-7012 Direct Fax: 862-7312 E-Mail: aamron@wexford.com January 20, 1999 Thomas Osteraas General Counsel & Corporate Secretary Cogeneration Corporation of America One Carlson Parkway Suite 240 Minneapolis, MN 55447 Fax No. 612-745-7901 Nominations for Independent Director Dear Mr. Osteraas: We are writing on behalf of Wexford Capital Partners II, L.P. ("WCP") and Wexford Overseas Partners I, L.P. ("WOP" and collectively with WCP, "the Wexford Funds"), each of which are shareholders of Cogeneration Corporation of America ("CCA" or the "Company"). Together the Wexford Funds hold 443,976 shares of CCA stock, and are the largest outside shareholders of the Company. Pursuant to subparagraph C of Section 1.11 of the Company's bylaws, the Wexford Funds nominate the following persons to serve as independent directors of the Company: Larry Littman Charles Thayer Joseph Jacobs We understand that the nominees will be submitted for approval at the upcoming shareholder meeting. The Wexford Funds intend to appear at that meeting, in person or by proxy, to nominate the nominees. With respect to Mr. Jacobs, the only nominee who is not a current director of the Company, we are providing the following additional information: Address: c/o Wexford Management LLC 411 West Putnam Avenue Greenwich, CT 06830 Description of Affiliation/Arrangements with Nominee: Mr. Jacobs is a Managing Member and the President of Wexford Management LLC, a registered investment advisor which acts as the investment manager to each of the Wexford Funds and as the Administrator to WOP. In addition, Mr. Jacobs is a Managing Shareholder and Vice President of Wexford Capital Corp., the ultimate general partner of WCP, and a shareholder of Wexford Capital Limited, the ultimate general partner of WOP. Neither Wexford Management nor the Wexford Funds has any specific arrangement with Mr. Jacobs relating to his nomination as a director of CCA. Thomas Osteraas January 20, 1999 Page 7 Neither Wexford Management nor the Wexford Funds has any arrangement with either Mr. Littman or Mr. Thayer relating to their nomination as directors of CCA. Neither Wexford Management nor the Wexford Funds has any arrangement with any other person pursuant to which these nominations are made, however, we call your attention to the letter agreement dated October 27, 1998 between Wexford Management and NRG Energy, Inc., a copy of which was filed as an exhibit to Amendment No. 1 to the Schedule 13D filed by Wexford Management, the Wexford Funds and certain affiliated persons and entities (including Mr. Jacobs). For your convenience, I am enclosing a copy of the letter agreement. Biographical Statement: Enclosed is a biographical statement relating to Mr. Jacobs. Consent of Nominee: Enclosed is Mr. Jacobs' consent to his nomination as a director of the Company. If you have any questions or require any additional information, please call me. Thank you for your assistance. Sincerely, Arthur H. Amron General Counsel Cc: Joseph Jacobs -----END PRIVACY-ENHANCED MESSAGE-----