UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
NRG GENERATING (U.S.) INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
628950107
(CUSIP Number)
ARTHUR H. AMRON
WEXFORD MANAGEMENT LLC
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 30, 1996
(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 which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement. [ ] (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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 disclosure 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. 098904105
1 NAME OF REPORTING PERSONS
Wexford Capital Partners II, LP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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) []
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
347,672
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
347,672
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
347,672 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 098904105
1 NAME OF REPORTING PERSONS
Wexford Overseas Partners I, LP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
95,304
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
95,304
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,304 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 098904105
1 NAME OF REPORTING PERSONS
Wexford Capital II, LP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
347,672
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
347,672
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
347,672 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 098904105
1 NAME OF REPORTING PERSONS
Wexford Capital Corp.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
347,672
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
347,672
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
347,672 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 098904105
1 NAME OF REPORTING PERSONS
Wexford Management LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
442,976
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
442,976
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
442,976 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 098904105
1 NAME OF REPORTING PERSONS
Wexford Capital Overseas, LP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
95,304
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
95,304
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,304 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 098904105
1 NAME OF REPORTING PERSONS
Wexford Capital Ltd.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
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
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
95,304
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
95,304
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,304 see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 098904105
1 NAME OF REPORTING PERSONS
Charles E. Davidson
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
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
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
442,976
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
442,976
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
442,976 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 098904105
1 NAME OF REPORTING PERSONS
Joseph M. Jacobs
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
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
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
442,976
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
442,976
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
442,976 (But see Item 5 herein)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON*
IN
Schedule 13D
Item 1. Security and Issuer.
The class of securities to which this statement relates
is the common stock, par value $.01 per share (the "Common
Stock"), of NRG Generating (U.S.) Inc. ("NRGG"). NRGG is a
Delaware corporation with principal executive offices at 1221
Nicollet Mall, Suite 610, Minneapolis, MN 55403.
Item 2. Identity and Background.
This statement is being filed by (i) Wexford Capital
Partners II, LP, a Delaware limited partnership ("Capital Fund"),
and Wexford Overseas Partners I, LP, a Cayman Islands limited
partnership ("Overseas Fund" and collectively with the Capital
Fund, the "Funds"), (ii) Wexford Management, LLC, a Connecticut
limited liability company ("Wexford Management") and investment
advisor to the Funds, (iii) Wexford Capital II, LP, a Delaware
limited partnership and the sole general partner of the Capital
Fund (the "Capital Fund General Partner"), (iv) Wexford Capital
Corp., a Delaware corporation and the sole general partner of the
Capital Fund General Partner (the "Wexford Capital General
Partner"), (v) Wexford Capital Overseas, LP, a Cayman Islands
limited partnership and the sole general partner of the Overseas
Fund (the "Overseas Fund General Partner"), (vi) Wexford Capital
Ltd., a Cayman Islands corporation and the sole general partner
of the Overseas Fund General Partner (the "Wexford Capital
Overseas General Partner"), (vii) Charles E. Davidson and (viii)
Joseph M. Jacobs (the individuals and entities in (i) - (viii)
individually, a "Reporting Person" and collectively, the
"Reporting Persons") with respect to shares of Common Stock
beneficially owned by the Reporting Persons.
Pursuant to the Composite Fourth Amended and Restated
Plan of Reorganization for O'Brien Environmental Energy, Inc.
(the predecessor in bankruptcy to NRGG) proposed by O'Brien
Environmental Energy, Inc. ("O'Brien"), the Official Committee of
Equity Security Holders of O'Brien, Wexford Management Corp. (the
predecessor to Wexford Management) and NRG Energy, Inc. (the
"Reorganization Plan"), the Funds were awarded on the effective
date of the Reorganization Plan (April 30, 1996) an aggregate of
442,976 shares of Common Stock. As a result, the Funds own
beneficially Common Stock constituting approximately 6.9% of the
outstanding Common Stock (on the basis of 6,440,514 shares of
Common Stock of NRGG outstanding as of March 20, 1997, as
reflected on NRGG's Form 10-K for the fiscal year ended December
31, 1996).
The Capital Fund and the Overseas Fund are respectively
Delaware and Cayman Islands private investment limited
partnerships organized for the purpose of seeking capital
appreciation and interest and dividend income through investments
in companies, securities, other financial instruments, real
estate and related derivative instruments and mortgages, and any
and all other types of investments determined as appropriate by
their respective general partners. Their principal business and
office address is c/o Wexford Management LLC, 411 West Putnam
Avenue Greenwich, CT 06830. The Capital Fund General Partner is
the sole general partner of the Capital Fund and the Wexford
Capital General Partner is the sole general partner of the
Capital Fund General Partner. The Overseas Fund General Partner
is the sole general partner of the Overseas Fund and the Wexford
Capital Overseas General Partner is the sole general partner of
the Overseas Fund General Partner.
The Capital Fund General Partner's and the Wexford
Capital General Partner's principal business and activity is to
act as general partner of the Capital Fund and the Capital Fund
General Partner, respectively. Their principal business and
office address is c/o Wexford Management LLC, 411 West Putnam
Avenue Greenwich, CT 06830.
The Overseas Fund General Partner's and the Wexford
Capital Overseas General Partner's principal business and
activity is to act as general partner of the Overseas Fund and
the Overseas Fund General Partner, respectively. Their principal
business and office address is c/o Hemisphere Fund Managers
Limited, Harbour Centre, Third Floor, George Town, Grand Cayman,
Cayman Islands, B.W.I.
Wexford Management is a Connecticut limited liability
company that acts as the investment manager to the Funds and in
such capacity has full power and authority to (a) continuously
supervise the investment programs of the Funds and the
composition of their investment portfolios; (b) have complete
discretion to cause the Funds to purchase or sell any asset,
enter into any other investment related transaction, including
lending securities, exercising control over a company, and
exercising voting or approval rights; and (c) take other actions
incidental to the foregoing. Its principal business and office
address is 411 West Putnam Avenue, Greenwich, CT 06830.
Charles E. Davidson is President, sole director and a
controlling stockholder of the Wexford Capital General Partner
and is President, a director and a controlling stockholder of the
Wexford Capital Overseas General Partner. He also is Chairman,
sole director and a controlling member of Wexford Management.
Mr. Davidson owns 48.05% of Wexford Management and 49% of each of
the Wexford Capital General Partner and the Wexford Capital
Overseas General Partner. Mr. Davidson also served as a director
of O'Brien from 1995 until 1996. Mr. Davidson is also a director
and the Chairman of the Board of Directors of Presidio Capital
Corp. ("Presidio"), the post-bankruptcy successor to Integrated
Resources, Inc. Mr. Davidson is also Chairman of DLB Oil and
Gas, Inc., an oil exploration company and is Chairman of the
Board and director of Resurgence Properties, Inc., a real estate
management company ("Resurgence"). He is also a director of
Technology Service Group, Inc., a company engaged in the design,
development, manufacturing and sale of public communications
products and services. He is also the managing partner of a
number of private investment partnerships. His principal
business and office address is c/o Wexford Management LLC, 411
West Putnam Avenue, Greenwich, CT 06830. He is a citizen of the
United States of America.
Joseph M. Jacobs is a Vice President and a controlling
stockholder of the Wexford Capital General Partner and a
controlling stockholder of the Wexford Capital Overseas General
Partner. He also is President, managing member and a controlling
member of Wexford Management. Mr. Jacobs owns 48.05% of Wexford
Management and 49% of each of the Wexford Capital General Partner
and the Wexford Capital Overseas General Partner. Mr. Jacobs is
also a director and the Chief Executive Officer and President of
Presidio and a director and the Chief Executive Officer,
President and Treasurer of Resurgence. His principal business
and office address is c/o Wexford Management LLC, 411 West Putnam
Avenue, Greenwich, CT 06830. He is a citizen of the United
States of America.
Spyros S. Skouras, Jr. is Senior Vice President of
Wexford Management and a director of NRGG. Mr. Skouras served as
a director of O'Brien from 1995 until 1996 and was appointed a
director of NRGG on April 30, 1996 pursuant to the Reorganization
Plan. His principal business and office address is c/o Wexford
Management LLC, 411 West Putnam Avenue, Greenwich, CT 06830. He
is a citizen of the United States of America.
Arthur Amron is Vice President and Assistant Secretary
of the Wexford Capital General Partner. He also is Senior Vice
President and General Counsel of Wexford Management. His
principal business and office address is c/o Wexford Management
LLC, 411 West Putnam Avenue, Greenwich, CT 06830. He is a
citizen of the United States of America.
Robert Holtz is Vice President of the Wexford Capital
General Partner. He is also Senior Vice President and Assistant
Corporate Secretary of Wexford Management. Mr. Holtz is also a
Vice President and Secretary of Presidio and a Vice President and
Assistant Secretary of Resurgence. His principal business and
office address is c/o Wexford Management LLC, 411 West Putnam
Avenue Greenwich, CT 06830. He is a citizen of the United States
of America.
Jay Maymudes is Vice President, Secretary and Treasurer
of the Wexford Capital General Partner and Treasurer and a
director of the Wexford Capital Overseas General Partner. He is
also Chief Financial Officer, Treasurer, and Senior Vice
President of Wexford Management. Mr. Maymudes is also a Vice
President, Treasurer and Chief Financial Officer of Presidio and
the Chief Financial Officer, Secretary and a Vice President of
Resurgence. His principal business and office address is c/o
Wexford Management LLC, 411 West Putnam Avenue Greenwich, CT
06830. He is a citizen of the United States.
The Wexford Capital Overseas General Partner has
entered into an administration agreement with Hemisphere Fund
Managers Limited, a Cayman Island company (the "Administrator"),
pursuant to which the Administrator performs accounting and day-
to-day administrative duties with respect to the Wexford Capital
Overseas General Partner. The Administrator administers the
business and property of the Wexford Capital Overseas General
Partner under the supervision and direction of its Board of
Directors, and arranges for other administration services as the
Wexford Capital Overseas General Partner may require from time to
time.
Christopher Wetherhill is a director and Vice President
of the Wexford Capital Overseas General Partner. He also is the
President and Chief Executive Officer of MRM Financial Services
Ltd., which is the parent company of Hemisphere Management
Limited and MRM Securities Ltd. His principal business and
office address is Hemisphere House, 9 Church Street, Hamilton,
Bermuda. He is a citizen of Great Britain.
Thomas S. Healy is a director and Secretary of the
Wexford Capital Overseas General Partner. He also is Director of
Operations of Hemisphere Management Limited. His principal
business and office address is Hemisphere House, 9 Church Street,
Hamilton Bermuda. He is a citizen of Ireland.
None of the Reporting Persons nor, to the best of each
Reporting Person's knowledge, Arthur Amron, Robert Holtz, Jay
Maymudes, Spyros S. Skouras, Jr., Christopher Wetherhill, or
Thomas S. Healy, has during the last five years been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was 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, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Common Stock owned by the Funds was acquired by
them in connection with the Reorganization Plan. On the
Effective Date of the Reorganization Plan (April 30, 1996), the
shares of Class A Common Stock (the "Old Class A Common Stock")
and the shares of Class B Common Stock (the "Old Class B Common
Stock") of O'Brien, par value $.01 per share, issued and
outstanding on the date on which O'Brien filed a voluntary
petition for relief under Chapter 11 of the U.S. Bankruptcy Code,
were cancelled and extinguished and became exchangeable for
shares of Common Stock by certain holders of the Old Class A
Common Stock and Old Class B Common Stock according to their pro
rata share of all the shares of Old Class A Common Stock and Old
Class B Common Stock outstanding prior to such date.
On or prior to the Effective Date of the Reorganization
Plan, the Capital Fund owned an aggregate of approximately
1,614,457 shares of Old Class A Common Stock and Old Class B
Common Stock and the Overseas Fund owned an aggregate of
approximately 403,614 shares of Old Class A Common Stock and Old
Class B Common Stock. As a result of the foregoing, (i) the
Capital Fund received as of the Effective Date of the
Reorganization Plan an aggregate of 347,672 shares of Common
Stock in respect of the shares of Old Class A Common Stock and
Old Class B Common Stock owned by it on or prior to such date and
(ii) the Overseas Fund received as of the Effective Date of the
Reorganization Plan an aggregate of 95,304 shares of Common Stock
in respect of the shares of Old Class A Common Stock and Old
Class B Common Stock owned by it on or prior to such date.
Item 4. Purpose of Transaction.
The shares of Common Stock acquired by the Funds may be
disposed of at any time or from time to time, in whole or in
part. In addition, the Reporting Persons and their affiliates
may in the future acquire additional shares of Common Stock.
NRGG entered into a Liquidating Asset Management
Agreement on April 30, 1996 with Wexford Management, pursuant to
which, in accordance with the Reorganization Plan, NRGG retained
Wexford Management as manager, operator and liquidator of the
Liquidating Assets (as specified below) of NRGG pursuant to the
terms and conditions of the agreement. The Board of Directors
and officers of NRGG have the right to direct and control which
assets will be liquidated and the extent of management services
required for each Liquidating Asset. The Liquidating Assets
identified in the agreement consist of (a) NRGG's engine
generator sales, service and rental business, (b) the
Philadelphia Project, (c) unused equipment and (d) American
Hydrotherm and two related companies. Wexford Management is
entitled under the agreement to receive an assets liquidation fee
up to a maximum of $1,500,000.
Item 5. Interest in Securities of the Issuer.
As a result of their acquisitions of Common Stock
pursuant to the Reorganization Plan, the Funds own beneficially
an aggregate of 6.9% of the outstanding shares of Common Stock
(on the basis of 6,440,514 shares of Common Stock of NRGG
outstanding as of March 20, 1997, as reflected on NRGG's Form
10-K for the fiscal year ended December 31, 1996). Set forth
below is a summary for each of the Reporting Persons of their
beneficial ownership of the Common Stock:
A. Wexford Capital Partners II, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 347,672
Percentage: 5.4%.
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
347,672
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 347,672
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
B. Wexford Overseas Partners I, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 95,304
Percentage: 1.5%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
95,304
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 95,304
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
C. Wexford Capital II, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 347,672
Percentage: 5.4%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
347,672
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 347,672
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock
(e) Not applicable.
D. Wexford Capital Corp.
(a) Aggregate number of shares of Common Stock
beneficially owned: 347,672
Percentage: 5.4%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
347,672
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 347,672
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
E. Wexford Capital Overseas, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 95,304
Percentage: 1.5%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
95,304
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 95,304
(c) Other than as reported in Item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
F. Wexford Capital Ltd.
(a) Aggregate number of shares of Common Stock
beneficially owned: 95,304
Percentage: 1.5%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
95,304
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 95,304
(c) Other than as reported in Item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
G. Wexford Management, LLC
(a) Aggregate number of shares of Common Stock
beneficially owned: 442,976
Percentage: 6.9%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
442,976
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 442,976
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
H. Charles E. Davidson
(a) Aggregate number of shares of Common Stock
beneficially owned: 442,976
Percentage: 6.9%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
442,976
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 442,976
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
I. Joseph M. Jacobs
(a) Aggregate number of shares of Common Stock
beneficially owned: 442,976
Percentage: 6.9%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote:
442,976
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 442,976
(c) Other than as reported in item 3 above, there were
no transactions by the Reporting Persons during
the past sixty (60) days.
(d) Each of the Reporting Persons may be deemed to
have the right to receive or the power to direct
the receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
(i) The Capital Fund General Partner may, by reason of
its status as the sole general partner of the Capital Fund, and
(ii) the Wexford Capital General Partner may, by reason of its
status as the sole general partner of the Capital Fund General
Partner, be deemed to own beneficially (as that term is defined
in Rule 13d-3 under the Act) the Common Stock of which the
Capital Fund possesses beneficial ownership.
Wexford Management may, by reason of its status as
investment manager to the Funds, be deemed to own beneficially
(as that term is defined in Rule 13d-3 under the Act) the Common
Stock of which the Funds possess beneficial ownership.
(i) The Overseas Fund General Partner may, by reason of
its status as the sole general partner of the Overseas Funds and
(ii) the Wexford Capital Overseas General Partner may, by reason
of its status as the sole general partner of the Overseas Fund
General Partner, be deemed to own beneficially (as that term is
defined in Rule 13d-3 under the Act) the Common Stock of which
the Overseas Fund possesses beneficial ownership.
Charles E. Davidson may, by reason of his status as a
control person of the Wexford Capital General Partner, the
Wexford Capital Overseas General Partner and Wexford Management,
be deemed to own beneficially (as that term is defined in Rule
13d-3 under the Act) the Common Stock of which the Funds possess
beneficial ownership.
Joseph M. Jacobs may, by reason of his status as a
control person of the Wexford Capital General Partner, the
Wexford Capital Overseas General Partner and Wexford Management,
be deemed to own beneficially (as that term is defined in Rule
13d-3 under the Act) the Common Stock of which the Funds possess
beneficial ownership.
(b) (i) Charles E. Davidson, Joseph M. Jacobs,
Wexford Management, the Capital Fund General Partner and the
Wexford Capital General Partner share the power to vote and to
dispose of the shares of Common Stock beneficially owned directly
by the Capital Fund; and
(ii) Charles E. Davidson, Joseph M. Jacobs,
Wexford Management, the Overseas Fund General Partner and the
Wexford Capital Overseas General Partner share the power to vote
and to dispose of the shares of Common Stock beneficially owned
directly by the Overseas Fund.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
None. See Items 2, 3, 4 and 5 hereof.
Item 7. Material to be Filed as Exhibits.
1. Exhibit I - Agreement pursuant to Rule 13d-
(f)(1)(iii), filed herewith
2. Exhibit II - Reorganization Plan, incorporated
by reference from Exhibit 2.2 to
NRGG's Current Report on Form 8-K
dated February 13, 1996, filed by
NRGG
3. Exhibit III - Liquidating Asset Management
Agreement, incorporated by
reference from Exhibit 10.1 to
NRGG's Current Report on Form 8-K
dated February 13, 1996, filed by
NRGG.
Signature
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: May 8, 1997
WEXFORD CAPITAL PARTNERS II, LP
By: Wexford Capital II, LP,
its general partner
By: Wexford Capital Corp.,
its general partner
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD OVERSEAS PARTNERS I, LP
By: Wexford Capital Overseas, LP,
its general partner
By: Wexford Capital Ltd.,
its general partner
By: /s/ Charles E. Davidson
Name: Charles E. Davidson
Title: President
WEXFORD CAPITAL II, LP
By: Wexford Capital Corp.,
its general partner
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD CAPITAL CORP.
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD MANAGEMENT, LLC
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD CAPITAL OVERSEAS, LP
By: Wexford Capital Ltd.,
its general partner
By: /s/ Charles E. Davidson
Name: Charles E. Davidson
Title: President
WEXFORD CAPITAL LTD
By: /s/ Charles E. Davidson
Name: Charles E. Davidson
Title: President
/s/ Charles E. Davidson
Charles E. Davidson
/s/ Joseph M. Jacobs
Joseph M. Jacobs
EXHIBIT INDEX
1. Exhibit I - Agreement pursuant to Rule 13d-
1(f)(1)(iii), filed herewith
2. Exhibit II - Reorganization Plan, incorporated by
reference from Exhibit 2.2 to NRGG's
Current Report on Form 8-K dated
February 13, 1996, filed by NRGG
3. Exhibit III - Liquidating Asset Management Agreement,
incorporated by reference from Exhibit
10.1 to NRGG's Current Report on Form 8-
K dated February 13, 1996, filed by NRGG
EXHIBIT I
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth below.
WEXFORD CAPITAL PARTNERS II, LP
By: Wexford Capital II, LP,
its general partner
By: Wexford Capital Corp.,
its general partner
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD OVERSEAS PARTNERS I, LP
By: Wexford Capital Overseas, LP,
its general partner
By: Wexford Capital Ltd.,
its general partner
By: /s/ Charles E. Davidson
Name: Charles E. Davidson
Title: President
WEXFORD CAPITAL II, LP
By: Wexford Capital Corp.,
its general partner
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD CAPITAL CORP.
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Vice President
WEXFORD MANAGEMENT, LLC
By: /s/ Arthur H. Amron
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD CAPITAL OVERSEAS, LP
By: Wexford Capital Ltd.,
its general partner
By: /s/ Charles E. Davidson
Name: Charles E. Davidson
Title: President
WEXFORD CAPITAL LTD
By: /s/ Charles E. Davidson
Name: Charles E. Davidson
Title: President
/s/ Charles E. Davidson
Charles E. Davidson
/s/ Joseph M. Jacobs
Joseph M. Jacobs
