-----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, OLGMpokwUXMzCD6n/NMMml86bPMVPFXuaM2Tu+hMUxBo7KJh1WfT0qC11N0oKXa2 OfBxrDdyGon15Dp9SOCOLw== 0000895345-00-000047.txt : 20000203 0000895345-00-000047.hdr.sgml : 20000203 ACCESSION NUMBER: 0000895345-00-000047 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIGEN ENERGY CORP CENTRAL INDEX KEY: 0000925655 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 133378939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44567 FILM NUMBER: 514465 BUSINESS ADDRESS: STREET 1: ONE WATER ST CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 9142866600 MAIL ADDRESS: STREET 1: ONE WATER ST CITY: WHITE PLAINS STATE: NY ZIP: 10601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUEZ LYONNAISE DES EAUX CENTRAL INDEX KEY: 0001089764 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 REE D'ASTONG CITY: PARIS FRANCE SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 -------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 6 )* --- TRIGEN ENERGY CORPORATION - ----------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - ----------------------------------------------------------------------------- (Title of Class of Securities) 895930105 ------------------------------------------------------------------- (CUSIP Number) FRIED, FRANK, HARRIS, SHRIVER & JACOBSON ONE NEW YORK PLAZA NEW YORK, NY 10004 ATTN: JEFFREY BAGNER, ESQ. (212) 859-8000 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 19, 2000 ------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 Pages) - -------------- *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. 895930105 Page 2 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) SUEZ LYONNAISE DES EAUX 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION REPUBLIC OF FRANCE NUMBER OF 7 SOLE VOTING POWER SHARES 6,507,944** BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,507,944** 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,507,944** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.7% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 895930105 Page 3 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) ELYO S.A. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION REPUBLIC OF FRANCE NUMBER OF 7 SOLE VOTING POWER SHARES 6,507,944** BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 6,507,944** 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,507,944** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.7% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 895930105 Page 4 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) COFRETH AMERICAN CORPORATION 51-0262996 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 4,870,670 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 4,870,670 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,870,670 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.4% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 895930105 Page 5 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) COMPAGNIE PARISIENNE DE CHAUFFAGE URBAIN 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION REPUBLIC OF FRANCE NUMBER OF 7 SOLE VOTING POWER SHARES 1,637,274 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,637,274 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,637,274 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 895930105 Page 6 of 9 Pages - ---------------------- ** The shares of common stock, par value $.01 per share (the "Common Stock"), of Trigen Energy Corporation (the "Company") covered by this item exclude 1,012,402 shares that are to be purchased by Elyo S.A. ("Elyo") pursuant to a letter agreement (the "Letter Agreement"), dated as of January 19, 2000 between Elyo and Thomas R. Casten and described in Item 5 of this Statement. Prior to consummation of the purchase, Elyo is not entitled to any rights as a stockholder of the Company with respect to the shares of Common Stock covered by the Letter Agreement. Once Elyo purchases the shares covered by the Letter Agreement, Elyo would have the sole right to vote and to dispose of such shares of the Company. This Amendment No. 6 amends and supplements the report on Schedule 13D, as amended (the "Schedule 13D") relating to the common stock, par value $.01 per share (the "Common Stock"), of Trigen Energy Corporation, a Delaware corporation (the "Company"), previously filed by Suez Lyonnaise des Eaux, Elyo S.A. ("Elyo"), Cofreth American Corporation and Compagnie Parisienne de Chauffage Urbain. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. ITEM 4. Purpose of the Transaction -------------------------- Item 4 is hereby amended and supplemented as follows: On January 19, 2000, Elyo entered into an Agreement and Plan of Merger, dated January 19, 2000 (the "Merger Agreement"), among Elyo, T Acquisition Corp. and the Company. Pursuant to the Merger Agreement, Elyo has agreed to acquire any and all of the outstanding Common Stock of the Company at a price of $23.50 per share, subject to certain terms and conditions set forth in the Merger Agreement. A copy of the Merger Agreement is attached as Exhibit 1 hereto, and is incorporated by reference herein. ITEM 5. Interest in Securities of the Issuer ------------------------------------ Paragraph (a) of Item 5 is amended and supplemented as follows: On January 19, 2000, Elyo entered into a letter agreement (the "Letter Agreement") with Thomas R. Casten pursuant to which Elyo agreed to purchase 1,012,402 shares of Common Stock owned by Mr. Casten. Pursuant to the terms of the Letter Agreement, the acquisition of these shares will be effected on the 31st calendar day following the filing of the Schedule TO by Elyo and certain of its affiliates in connection with the tender offer by T Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect, wholly owned subsidiary of Elyo, to purchase any and all of the outstanding shares of Common Stock. A copy of the Letter Agreement is filed as Exhibit 2 hereto and and is incorporated by reference herein. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ----------------------------------- Item 6 is amended and supplemented as follows: Concurrently with the execution of the Merger Agreement, Elyo entered into a Tender and Voting Agreement (the "Tender and Voting Agreement"), dated January 19, 2000, between Elyo, T Acquisition Corp. ("Purchaser") and George F. Keane, Charles E. Bayless and Bayless Family Trust (each a "Stockholder" and, collectively, the "Stockholders"), pursuant to which the Stockholders have agreed to (i) tender all of the shares of Common Stock beneficially owned by them (approximately 38,697 shares) pursuant to and in accordance with the terms of the Offer (as defined in the Merger Agreement described in Item 4 of this Statement) and (ii) appoint Elyo and Purchaser as attorney and proxy to vote all of the shares beneficially owned by the Stockholders in favor of the Merger Agreement and the transactions contemplated thereby. A copy of the Tender and Voting Agreement is filed as Exhibit 3 hereto and is incorporated by reference herein. ITEM 7. Material to be Filed as Exhibits -------------------------------- Exhibit Number Title - -------------- ----- Exhibit 1 Agreement and Plan of Merger, dated as of January 19, 2000, among Elyo S.A., T Acquisition Corp. and Trigen Energy Corporation. Incorporated by reference to Exhibit 99.3 of the Company's current report on Form 8-K, dated January 24, 2000, SEC No. 1-13264. Exhibit 2 Letter Agreement, dated as of January 19, 2000, between Elyo S.A. and Thomas R. Casten. Incorporated by reference to Exhibit 99.4 of the Company's current report on Form 8-K, dated January 24, 2000, SEC No. 1-13264. Exhibit 3 Tender and Voting Agreement, dated as of January 19, 2000, between Elyo S.A., T Acquisition Corp. and the Stockholders listed on Schedule A annexed thereto. Incorporated by reference to Exhibit 99.2 of the Company's current report on Form 8-K, dated January 24, 2000, SEC No. 1-13264. SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 27, 2000 SUEZ LYONNAISE DES EAUX By: /s/ Michel Bleitrach * ------------------------------- Name: Michel Bleitrach Title: Attorney-in-fact ELYO S.A. By: /s/ Jean-Daniel Levy ------------------------------- Name: Jean-Daniel Levy Title: Chief Executive Officer COFRETH AMERICAN CORPORATION By: /s/ Olivier Degos * ------------------------------- Name: Olivier Degos Title: Attorney-in-fact COMPAGNIE PARISIENNE DE CHAUFFAGE URBAIN By: /s/ Michel Caillard * ------------------------------- Name: Michel Caillard Title: Attorney-in-fact *See Powers of Attorneys filed as attachments to the Amendment No. 3 to the Schedule 13D, filed September 24, 1999, which are incorporated by reference herein. -----END PRIVACY-ENHANCED MESSAGE-----