-----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, MCkwbOdbK3YiZDoU9d+/X7ztIr0ZkMXlYg/VXZmm0/uBD72r6jHGu8JsHJO3TpDi ZZgshZbXEL92k6y30KZyog== 0000795185-96-000007.txt : 19961202 0000795185-96-000007.hdr.sgml : 19961202 ACCESSION NUMBER: 0000795185-96-000007 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19961126 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NRG GENERATING U S INC 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: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-09208 FILM NUMBER: 96672847 BUSINESS ADDRESS: STREET 1: 1221 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55403 BUSINESS PHONE: 6123735300 MAIL ADDRESS: STREET 1: 1221 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55403 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 10-K405/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________ FORM 10-K/A FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1996 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-9208 NRG GENERATING (U.S.) INC. (Exact name of registrant as specified in its charter) Delaware 59-2076187 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1221 Nicollet Mall, Suite 610, Minneapolis, Minnesota 55403 (Address of principal executive offices) (Zip Code) (612)373-5300 (Telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X As of October 20, 1996, there were outstanding 6,475,062 shares of Common Stock. Based on the last sales price at which such stock was sold on that date, the approximate aggregate market value of such shares held by non-affiliates was $18,399,000. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. X Yes No Signature In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NRG GENERATING (U.S.) INC. /s/ Leonard A. Bluhm By: Leonard A. Bluhm Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ David H.Peterson Chairman of the November 26, 1996 By: David H. Peterson Board of Directors /s/ Leonard A. Bluhm Director, President and November 26, 1996 By: Leonard A. Bluhm Chief Executive Officer /s/ Timothy P. Hunstad Vice President and November 26, 1996 By: Timothy P. Hunstad Chief Financial Officer /s/ Lawrence I. Littman Director November 26, 1996 By: Lawrence I. Littman /s/ Craig A. Mataczynski Director November 26, 1996 By: Craig A. Mataczynski /s/ Charles J. Thayer Director November 26, 1996 By: Charles J. Thayer /s/ Spyros S. Skouras, Jr. Director November 26, 1996 By: Spyros S. Skouras, Jr. /s/ Ronald J. Will Director November 26, 1996 By: Ronald J. Will 1 Index to Exhibits Exhibit No. Description 2.1 Amended and Restated Stock Purchase and Reorganization Agreement (including, without limitation, Exhibit A (Co- Investment Agreement between NRG Energy, Inc. and the Company dated April 30, 1996); Exhibit B (Chapter 11 Financing Agreement between NRG Energy, Inc. and the Company dated August 30, 1996); Exhibit C (Liquidating Asset Management Agreement between NRG Generating (U.S.), Inc. and Wexford Management Corp. dated April 30, 1996) and Exhibit D (Management Services Agreement) dated as of January 31, 1996, by and between NRG Energy, Inc. and O'Brien Environmental Energy, Inc.) filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 13, 1996 and incorporated herein by this reference. 2.2 Order Confirming Composite Fourth Amended and Restated Plan of Reorganization for O'Brien Proposed by O'Brien, the Official Committee of Equity Security Holders, Wexford Management Corp., and NRG Energy, Inc. dated February 13, 1996 and entered on February 22, 1996, and filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated February 13, 1996 and incorporated herein by this reference. 2.3 Composite Fourth Amended and Restated Plan of Reorganization for O'Brien Environmental Energy, Inc., dated January 31, 1996, proposed by O'Brien Environmental Energy, Inc. the Official Committee of Equity Security Holders, Wexford Management Corp., and NRG Energy, Inc., and filed as Exhibit 2.2 to the Company's Current Report on Form 8-K dated February 13, 1996 and incorporated herein by this reference. 3.1 Amended and Restated Certificate of Incorporation of the Company filed as Exhibit 3.1 to the Company's Current Report on Form 8-K dated April 30, 1996 and incorporated herein by this reference. 3.2 Bylaws of the Company filed as Exhibit 3.2 to the Company's Current Report on Form 8-K dated April 30, 1996 and incorporated herein by this reference. 3.3 Preferred Stock Certificate of Designation of the Company filed as Exhibit 3.3 to the Company's Current Report on Form 8- K dated April 30, 1996 and incorporated herein by this reference. 10.1* Amended and Restated Stock Purchase Agreement and Reorganization Agreement, dated as of January 31, 1996, by and between NRG Energy, Inc. and O'Brien Environmental Energy, Inc. 10.2 Supplemental Loan Agreement dated April 30, 1996, between NRG Energy, Inc. and the Company filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated February 13, 1996 and incorporated herein by this reference. 2 10.3 Loan Agreement dated April 30, 1996, between NRG Energy, Inc. and the Company filed as Exhibit 10.3 to the Company's Current Report on Form 8-K dated February 13, 1996 and incorporated herein by this reference. 10.4 NRG Newark Cogen Loan Agreement dated April 30, 1996, between NRG Energy, Inc. and the Company, and filed as Exhibit 10.4 to the Company's Current Report on Form 8-K dated February 13, 1996 and incorporated herein by reference. 10.5* Credit Agreement by and among NRG Generating (Newark) Cogeneration Inc. and NRG Generating (Parlin) Cogeneration Inc., Credit Suisse, Greenwich Funding Corporation and any Purchasing lender, as Lender, and Credit Suisse, as Agent, dated as of May 17, 1996. 10.6* Guaranty dated as of May 17, 1996 by NRG Energy, Inc., as Guarantor, to Credit Suisse, as Agent for the benefit of Credit Suisse, Greenwich Funding Corporation and any Purchasing lender, as Lenders under the Credit Agreement. 10.7* Guaranty dated as of June 28, 1996 by NRG Generating (U.S.) Inc., as Guarantor, to Credit Suisse, as Agent for the benefit of Credit Suisse, Greenwich Funding Corporation and any Purchasing lender, as Lenders under the Credit Agreement. 10.8* Tax Indemnification Agreement among NRG Generating (Newark) Cogeneration Inc., NRG Generating (Parlin) Cogeneration Inc., NRG Generating (U.S.) Inc. and Credit Suisse, as Agent. 21 List of Subsidiaries of the Registrant 23.1 Consent of Price Waterhouse LLP 23.2 Consent of Coopers & Lybrand LLP 27 Financial Data Schedule * To be filed by amendment. 3 EX-27 2 ARTICLE 5 - FINANCIAL DATA SCHEDULE FOR FISCAL YEAR ENDED JUNE 30, 1996 OF NRG GENERATING (U.S.) INC.
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S FINANCIAL STATEMENTS FOR ITS FISCAL YEAR ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS YEAR Jun-30-1996 Jun-30-1996 13,741 0 11,627 0 2,995 31,574 137,372 0 178,162 37,785 0 64 0 0 (37,637) 178,162 96,547 96,547 71,753 71,753 24,324 0 18,646 (18,176) (463) (17,713) 0 0 0 (17,713) (4.24) (4.24)
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