UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-1
Under the Securities Exchange Act of 1934
(Amendment No. 1)
COGENERATION CORPORATION OF AMERICA
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(Name of issuer)
Common Stock, par value $.01 per share
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(Title of class of securities)
628950 10 7
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(CUSIP number)
Arthur H. Amron
Wexford Management LLC
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
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(Name, address and telephone number of person authorized to receive notices and
communications)
October 27, 1998
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(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 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. See Rule ss. 240.13d-7
Page 1 of 8
<PAGE>
This Amendment No. 1 to Schedule 13D modifies and supplements the
Schedule 13D filed on May 8, 1997 with respect to the Common Stock, par value
$.01 per share (the "Common Stock"), of COGENERATION CORPORATION OF AMERICA
(formerly known as NRG Generating US Inc.) (the "Company"). Except to the extent
supplemented by the information contained in this Amendment No. 1, such Schedule
13D remains in full force and effect. Capitalized terms used herein without
definition have the respective meanings ascribed to them in such Schedule 13D.
ITEM 4
On September 14, 1998, NRG Energy, Inc., the Company's largest
stockholder ("NRG"), sent a letter to the Company's chairman requesting that he
call a special meeting of the Company's shareholders to consider the removal of
Robert Sherman from the Company's Board of Directors. NRG also filed definitive
solicitation materials with the Securities and Exchange Commission pursuant to
Section 14(a) of the Securities Exchange Act of 1934, as amended, relating to a
proposed solicitation of proxies and consents from the Company's stockholders to
remove Mr. Sherman from the Company's Board (the "Proxy Solicitation"). On
October 26, 1998, consents to over 50% of the Company's shareholders in favor of
Mr. Sherman's removal from the Company's Board of Directors were filed with the
Company and Mr. Sherman was removed from the Board of Directors. On October 27,
1998, the vacancy on the Board was filled with an employee of NRG and another
NRG employee was elected as the Company's interim president and chief executive
officer.
Also on October 27, 1998, Wexford Management LLC entered into a letter
agreement with NRG (a copy of which is attached as an Exhibit to this Amendment
No. 1 to Schedule 13D) (the "Letter Agreement") pursuant to which Wexford
granted NRG proxies and consents with respect to all of the shares of Common
Stock beneficially owned by the Funds solely for purposes of voting in
connection with the Proxy Solicitation. The grant of such proxies and consents
is irrevocable, subject to the limitations set forth in the Letter Agreement,
until November 30, 1998. NRG has agreed not to oppose any nominee of Wexford as
a member of the Company's Board of Directors. As part of the reorganization of a
predecessor of the Company, Wexford was granted the right to designate one
person as a nominee to the Board. On October 27, 1998, Wexford asked its
designee to the Board of Directors, Spyros S. Skouras, Jr., to tender his
resignation from the Board.
Except as described in this Item 4, the Company has no present plans or
proposals which relate to or would result in (i) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
assets of the Company or any of its subsidiaries, (ii) a sale or transfer or a
material amount of assets of the Company or any of its subsidiaries, (iii) any
change in the board of directors or management of the Company or any of its
subsidiaries, (iv) any material change in the present capitalization or dividend
policy of the Company, (v) any other material change in the Company's business
or corporate structure; (vi) changes in the Company's charter or bylaws or other
actions which may impede the acquisition of control of the Company by any
person, (vii) causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be quoted in an inter-dealer quotation
system of a registered national securities association, (viii) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or (ix) any
action similar to any of those described above. However, Wexford retains its
rights to modify its plans with respect to the transactions described in this
Item 4, to acquire or dispose of securities of the Company and to formulate
plans and proposals that could result in the occurrence of any such events,
subject to applicable laws and regulations.
Page 2 of 8
<PAGE>
Item 7.
4. Exhibit IV - Letter Agreement, dated October 27, 1998, between NRG and
Wexford Management LLC.
* * * * * *
Page 3 of 8
<PAGE>
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: October 27, 1998
WEXFORD CAPITAL PARTNERS II, L.P.
By: WEXFORD CAPITAL II, L.P., general partner
By: WEXFORD CAPITAL CORPORATION, general partner
By: /s/Arthur H. Amron
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Name: Arthur H. Amron
Title: Vice President
WEXFORD OVERSEAS PARTNERS I, L.P.
By: WEXFORD CAPITAL OVERSEAS, L.P., general partner
By: WEXFORD CAPITAL LIMITED, general partner
By: /s/Charles E. Davidson
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Name: Charles E. Davidson
Title: President
WEXFORD CAPITAL II, LP
By: WEXFORD CAPITAL CORPORATION., general partner
By: /s/Arthur H. Amron
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Name: Arthur H. Amron
Title: Vice President
WEXFORD CAPITAL CORPORATION., general partner
By: /s/Arthur H. Amron
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Name: Arthur H. Amron
Title: Vice President
WEXFORD MANAGEMENT, LLC
By: /s/Arthur H. Amron
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Name: Arthur H. Amron
Title: Senior Vice President
Page 4 of 8
<PAGE>
WEXFORD CAPITAL OVERSEAS, L.P
By: WEXFORD CAPITAL LIMITED, general partner
BY: /s/Charles E. Davidson
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Name: Charles E. Davidson
Title: President
WEXFORD CAPITAL LIMITED
By: /s/Charles E. Davidson
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Name: Charles E. Davidson
Title: President
/s/ Charles E. Davidson
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CHARLES E. DAVIDSON
/s/ Joseph M. Jacobs
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JOSEPH M. JACOBS
Page 5 of 8
<PAGE>
EXHIBIT INDEX
1. Letter Agreement, dated October 27, 1998
Page 6 of 8
WEXFORD MANAGEMENT LLC
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7000
Direct Dial: 862-7012
Direct Fax: 862-7312
E-Mail: [email protected]
October 27, 1998
James J. Bender
Vice President & General Counsel
NRG Energy, Inc.
1221 Nicollet Mall
Suite 700
Minneapolis, MN 55403-2445
Re: Cogeneration Corporation of America
Dear Jim:
We are writing to set forth the terms of the agreement between Wexford
Management LLC ("Wexford") and NRG Energy, Inc. ("NRG") with respect to certain
matters concerning Cogeneration Corporation of America ("CCA").
1. Wexford is the investment advisor to certain investment funds that
hold approximately 443,976 shares of stock of CCA (the "Wexford Shares").
Wexford has a nominee serving as a member of the board of directors of CCA.
2. NRG holds approximately 3,106,612 shares of stock of CCA. NRG has
four nominees (the "NRG Directors") serving as members of the board of directors
of CCA. NRG and/or the NRG Directors are participants in a proxy solicitation
relating to CCA (the "Proxy Solicitation").
3. Wexford has agreed to provide NRG with proxies and consents with
respect to the Wexford Shares solely for purposes of voting in connection with
the Proxy Solicitation. The parties agree that Wexford's grant of such proxies
and consents shall be irrevocable, subject to the limitations set forth herein
on the use of such proxies and consents, until November 30, 1998. The parties
further agree that NRG's ability to utilize the proxies and consents shall
terminate and NRG shall have no right to vote the Wexford Shares in connection
with the Proxy Solicitation (a) after the
Page 7 of 8
<PAGE>
James J. Bender
October 27, 1998
Page 2
conclusion of the CCA shareholders' meeting scheduled for November 12, 1998 or
any postponement or adjournment thereof, but in no event after November 30, 1998
or (b) on such earlier date that NRG or the NRG Directors agrees (i) to a
severance or other arrangement with Robert Sherman that provides him with
compensation or other consideration in excess of the amounts set forth in his
employment agreement dated March 28, 1997, or (ii) to the payment by CCA in
excess of an aggregate amount of $250,000 of the costs and expenses of the law
firms, a public relations firm and printer retained by Robert Sherman and/or CCA
in respect of the Proxy Solicitation. Concurrently herewith Wexford is
delivering executed proxy cards and consents with respect to the Proxy
Solicitation, the use of which shall be subject to the terms and conditions set
forth above.
4. NRG agrees to use its best efforts not to oppose any nominee of
Wexford as a member of the board of directors of CCA, subject to NRG's
obligations under the Co-Investment Agreement and CCA's charter documents and
bylaws.
5. NRG agrees to indemnity and hold harmless Wexford and its affiliates
and each of their officers, directors, members, employees, agents and affiliates
from any cost, expense or liability of any kind (including inside and outside
attorney's fees) arising out of or relating in any manner to the granting of the
proxies and consents provided for herein or the direction by Wexford to its
nominee on the CCA board of directors to resign such position, other than such
costs, expenses or liabilities arising out of or relating to any action or claim
brought by or on behalf of Wexford's current nominee on the CCA board of
directors.
If this agreement accurately reflects our understanding, please execute and
return a copy of this letter to the undersigned.
Sincerely,
/s/Arthur H. Amron
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Arthur H. Amron
General Counsel
ACCEPTED & AGREED
this ___ day of October, 1998
NRG ENERGY, INC.
By: ______________________________
Name:
Title:
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