-----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, NWJAsbpFkTSoDjYx6uBmNUSgxRKb55o9+nwZER2qkGaW6ZA47bZAnm2GIiR5+qiZ eIZfDhf6FAS+q9AnR7xfKQ== 0000895345-99-000545.txt : 19991118 0000895345-99-000545.hdr.sgml : 19991118 ACCESSION NUMBER: 0000895345-99-000545 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991116 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: 99759216 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. 5 )* 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: SANFORD KRIEGER, ESQ. (212) 859-8000 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 16, 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 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 7 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 10 Pages 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 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* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 895930105 Page 3 of 10 Pages 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 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* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 895930105 Page 4 of 10 Pages 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 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 10 Pages 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 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! This Amendment No. 5 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 November 16, 1999, Elyo announced that it had withdrawn the proposal previously submitted to the Board of Directors of the Company on September 20, 1999 to acquire all of the Company's outstanding Common Stock for $22.00 per share in cash. A copy of the press release issued by Elyo on November 16, 1999 is filed herewith as Exhibit 99.1 and is incorporated by reference herein. ITEM 7. Material to be Filed as Exhibits -------------------------------- Exhibit Number Title - -------------- ----- 99.1 Press Release of Elyo, dated November 16, 1999 Page 6 of 7 Pages 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: November 16, 1999 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. EX-99.1 2 EXHIBIT 99.1 ELYO WITHDRAWS PROPOSAL TO ACQUIRE SHARES OF TRIGEN ENERGY CORPORATION NANTERRE, France, November 16, 1999-ELYO, energy subsidiary of the Suez Lyonnaise des Eaux Group, today announced that it has withdrawn its previously announced proposal to acquire all the outstanding shares of its majority owned subsidiary, Trigen Energy Corporation (NYSE: TGN) for US $22 per share in cash. ELYO is very disappointed that it has had to withdraw its proposal. Trigen prepared revised projections after the proposal was made which ELYO feels are unrealistic and aggressive. Accordingly, ELYO does not believe it will be possible to reach a mutually acceptable agreement on price. ELYO, headquartered in Nanterre, France, is a leading provider of thermal energy. On April 30, 1999, ELYO became a subsidiary of Societe Generale de Belgique, which is wholly owned by Suez Lyonnaise des Eaux Group. As a result of this new reorganization, ELYO has become party of a unique energy core business set up around Tractebel which is Societe Generale's industrial hub. -----END PRIVACY-ENHANCED MESSAGE-----