UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
TNPC, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
87260K107
(CUSIP Number)
Toni Lindsay
Christiana Bank & Trust Company
Greenville Center
3801 Kennett Pike
Wilmington DE 19801
(302) 888-7421
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 11, 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 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. Seess.240.13d-7(b) 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 87260K107 Page 2 of ___ Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christiana Bank & Trust Company
51-0350191
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
7 SOLE VOTING POWER
See Item 5
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY See Item 5
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH See Item 5
10 SHARED DISPOSITIVE POWER
See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates to
the common stock, $0.01 par value per share (the "Common Stock"), of TNPC, Inc.,
a Delaware corporation (the "Company"), and to the shares of Common Stock that
may be acquired upon the exercise of Class A Warrants (the "Warrants") of the
Company. The principle executive offices of the Company are at 10 Glenville
Street, Greenwich, Connecticut 06831.
Item 2. Identity and Background.
(a) - (c) & (f) This Statement is being filed by Christiana
Bank & Trust Company, a Delaware bank (the "Reporting Person"). The Reporting
Person is engaged in asset management, servicing, lending, deposits and retail
banking businesses. The Reporting Person's registered head office is located at
Greenville Center, 3801 Kennett Pike, Wilmington, Delaware 19807.
The name, business address, citizenship, present principal
occupation or employment and the name and business address of any corporation or
organization in which each such employment is conducted, of each executive
officer or director of the Reporting Person is set forth on Schedule A attached
hereto, which is incorporated by reference herein.
(d) & (e) During the past five (5) years neither the Reporting
Person nor, to the best knowledge of the Reporting Person, any of the other
persons listed on Schedule A attached hereto, has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to United States federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds.
Beneficial ownership of the Common Stock reported herein was
acquired by the Reporting Person pursuant to a Voting Trust Agreement dated as
of October 11, 2000 (the "Voting Trust Agreement") among DLJMB Funding II, Inc.,
DLJ Merchant Banking Partners II, L.P., DLJ Merchant Banking Partners II-A,
L.P., DLJ Diversified Partners, L.P., DLJ Diversified Partners-A, L.P., DLJ
Millennium Partners, L.P., DLJ Millennium Partners-A, L.P., DLJ First ESC L.P.,
DLJ Offshore Partners II, C.V., DLJ EAB Partners, L.P. and DLJ ESC II, L.P.
(collectively, the "DLJMB Funds"), the Reporting Person, as voting trustee, and
Donaldson, Lufkin & Jenrette, Inc. ("DLJ").
Item 4. Purpose of the Transaction.
On October 11, 2000, the Reporting Person acquired beneficial
ownership of the shares of Common Stock reported herein pursuant to the Voting
Trust Agreement in the regular course of its banking business for the purpose of
obtaining compensation for services as trustee.
Pursuant to the Voting Trust Agreement, the DLJMB Funds
delivered 5,947,800 Warrants and 1,000,000 shares of Common Stock to the
Reporting Person. Upon such delivery, the DLJMB Funds received voting trust
certificates evidencing the transfer of shares to the trustee and redeemable, at
the termination of the Voting Trust Agreement, for the amount of securities
listed on their face. DLJ also agreed to duly assign and deliver to the
Reporting Person (a) all shares of Common Stock received upon conversion of the
Warrants held by the Reporting Person and (b) all shares of Common Stock (or
securities convertible into Common Stock) owned by or subsequently acquired by
any DLJ Affiliate (as defined in the Voting Trust Agreement) at any time in
excess of 5% in the aggregate of the total number of shares of voting capital
stock (of any class) of the Company then outstanding.
The voting trust created by the Voting Trust Agreement is
irrevocable, subject to termination of the Voting Trust Agreement.
Under the terms of the Voting Trust Agreement, the Reporting
Person has the sole power to vote the securities deposited with it in accordance
with the Voting Trust Agreement and the Stockholders Agreement dated as of
January 6, 2000, as amended on June 30, 2000 and July 10, 2000 (the
"Stockholders Agreement").
The descriptions of the Voting Trust Agreement and the
Stockholders Agreement are qualified in their entirety by reference to such
Agreements, which are attached hereto as Exhibits 1 and 2, respectively, and are
incorporated by reference herein.
Except as set forth in this Item 4, the Reporting Person has
no present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) - (b) The Reporting Person directly holds 1,000,000 shares
of Common Stock and Warrants convertible into an additional 5,947,800 shares of
Common Stock, and has the sole power to vote all such Common Stock, in
accordance with the Voting Trust Agreement.
As a result of the holdings of the Company's securities
described above, the Reporting Person may be deemed to beneficially own
6,947,800 shares of Common Stock, representing 10.9% of the outstanding Common
Stock.
(c) Except as described herein, neither the Reporting Person
nor, to the best knowledge of the Reporting Person, any of the Persons listed in
Schedule A effected any transactions in the Common Stock since August 12, 2000.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described in Item 4, neither the Reporting Person
nor, to the best knowledge of the Reporting Person, any of the persons listed in
Schedule A has a contract, arrangement, understanding or relationship with any
other person regarding any securities of the Company, including but not limited
to transfer or voting of any of such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss or the giving or withholding of proxies.
The Reporting Person received an initial fee for establishing
the trust and will receive a yearly fee from DLJMB Funds as compensation for its
continuing activities as trustee.
Item 7. Material to be filed as Exhibits.
Schedule A: Item 2 information for executive officers and
directors of Christiana Bank & Trust Company.
Exhibit 1: Stockholders Agreement dated as of January 6, 2000,
as amended on June 30, 2000 and July 10, 2000
Exhibit 2: Voting Trust Agreement dated as of October 11, 2000
among the Reporting Person, as voting trustee, and DLJMB Funding II, Inc., DLJ
Merchant Banking Partners II, L.P., DLJ Merchant Banking Partners II-A, L.P.,
DLJ Diversified Partners, L.P., DLJ Diversified Partners-A, L.P., DLJ Millennium
Partners, L.P., DLJ Millennium Partners-A, L.P., DLJ First ESC L.P., DLJ
Offshore Partners II, C.V., DLJ EAB Partners, L.P., DLJ ESC II, L.P., and
Donaldson, Lufkin & Jenrette, Inc.
<PAGE>
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: December 29, 2000
Christiana Bank & Trust Company
By: /s/ Toni Lindsay
---------------------------
Name: Toni Lindsay
Title: Vice President
<PAGE>
SCHEDULE A
Directors and Officers
of
Christiana Bank & Trust Company
<TABLE>
Name and Title Business Address Principal Occupation Citizenship
-------------- ---------------- -------------------- -----------
<S> <C> <C> <C>
W. Timothy Cashman, II 3801 Kennett Pike Banking USA
Director & Treasurer & Greenville, DE 19807
Honorary Chairman of the Board
Robert G. Elder 3801 Kennett Pike Banking USA
President & CEO Greenville, DE 19807
Peter H. Flint The Fourth Floor Private Investor USA
Director P.O. Box 730
Wilmington, DE 19899
Zissimos A. Frangopoulos P.O. Box 620 Retired Managing Director and USA
Director Mendenhall, PA 19357 Division Executive, Chase
Securities, Inc.
M. Constance B. Greeley, DDS Silverside Professional Park Orthodontist in Private USA
Director 1405 Silverside Road Practice
Wilmington, DE 19810
J. Stoddard Hayes, Jr., Esq. 213 W. Miner Street Attorney, Gollatz, Griffin & USA
Director West Chester, PA 19382 Ewing, P.C.
John A. Herdeg 1201 Orange St., Suite 500 Attorney, Herdeg, DuPont & USA
Chairman of the Board Wilmington, DE 19801 Dalle Pazze, LLP
Joseph W. Janssen, Jr. Janssens President and General Manager, USA
Director P.O. Box 3715 Janssen's Market, Inc.
Greenville, DE 19807
Alexander v.d. Luft P.O. Box 4618 Retired Division Director, USA
Director Greenville, DE 19807 DuPont Company
Bruce L. Marra 106 South Church Street President, West Chester USA
Director West Chester, PA 19382 Capital Advisors, Inc.
Charles E. Mather, III 226 Walnut Street President, Mather & Co. an USA
Director Philadelphia, PA 19106 Insurance Brokerage Firm
John J. Nesbitt, III Stoney Creek Farm Private Investor USA
Director 913 Garrett Mill Road
Newtown Square, PA 19073
Stephen R. Permut, M.D., J.D. 3400 North Broad Street Chairman, Dept. of Family and USA
Director Jones Hall 8th Fl., Room 821 Community Medicine, Temple
Philadelphia, PA 19140 University School of Medicine
Jerold B. Smith 6 Raintree Road Private Investor USA
Director Chadds Ford, PA 19317
Thomas A. Campbell 3801 Kennett Pike Banking, Trust USA
Senior Vice President Greenville, DE 19807
Toni L. Lindsay 3801 Kennett Pike Banking, Trust USA
Vice President Greenville, DE 19807
Joseph D. Freney 3801 Kennett Pike Banking, Trust USA
Vice President Greenville, DE 19807
Joseph Maxwell 3801 Kennett Pike Banking, Trust USA
Vice President Greenville, DE 19807
Louis W. Geibel, Jr. 3801 Kennett Pike Banking, Trust USA
Vice President Greenville, DE 19807
Louis G. Papa 3801 Kennett Pike Banking, Accounting USA
Vice President Greenville, DE 19807
Jack Wiercinski 3801 Kennett Pike Banking, Trust USA
Vice President Greenville, DE 19807
George H. Trapnell 3801 Kennett Pike Banking, Lending USA
Vice President Greenville, DE 19807
Jerry McTiernan 3801 Kennett Pike Banking, Operations USA
Vice President Greenville, DE 19807
Frederick B. Holmes, Jr. 3801 Kennett Pike Banking, Lending USA
Senior Vice President Greenville, DE 19807
Jacqueline A. Nowak 3801 Kennett Pike Banking, Accounting USA
Banking Officer Greenville, DE 19807
Debra A. Balliet 3801 Kennett Pike Banking, Trust USA
Trust Officer Greenville, DE 19807
Carol A. DeBlase 3801 Kennett Pike Banking USA
Banking Officer Greenville, DE 19807
Mary Kim Sheldon 3801 Kennett Pike Banking USA
Banking Officer Greenville, DE 19807
</TABLE>
