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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
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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
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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
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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
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> 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
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Jun-30-1996
<PERIOD-END> Jun-30-1996
<CASH> 13,741
<SECURITIES> 0
<RECEIVABLES> 11,627
<ALLOWANCES> 0
<INVENTORY> 2,995
<CURRENT-ASSETS> 31,574
<PP&E> 137,372
<DEPRECIATION> 0
<TOTAL-ASSETS> 178,162
<CURRENT-LIABILITIES> 37,785
<BONDS> 0
<COMMON> 64
0
0
<OTHER-SE> (37,637)
<TOTAL-LIABILITY-AND-EQUITY> 178,162
<SALES> 96,547
<TOTAL-REVENUES> 96,547
<CGS> 71,753
<TOTAL-COSTS> 71,753
<OTHER-EXPENSES> 24,324
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,646
<INCOME-PRETAX> (18,176)
<INCOME-TAX> (463)
<INCOME-CONTINUING> (17,713)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17,713)
<EPS-PRIMARY> (4.24)
<EPS-DILUTED> (4.24)
</TABLE>
