SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 11 TO
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(FINAL AMENDMENT)
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)
James J. Bender John P. Moore, Jr.
Vice President and General Counsel Vice President and Corporate Secretary
NRG Energy, Inc. Northern States Power Company
1221 Nicollet Mall, Suite 700 414 Nicollet Mall, Fourth Floor
Minneapolis, MN 55043 Minneapolis, MN 55401
(612) 373-5300 (612) 330-5500
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
December 17, 1999
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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 of Rule 13d-1(b)(3) or (4), check the
following box:
<PAGE>
CUSIP NO.628950 10 7 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NRG ENERGY, INC. (I.R.S. EMPLOYER IDENTIFICATION NUMBER 41-1724239)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER -3,106,612-
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER - 0 -
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9 SOLE DISPOSITIVE POWER -3,106,612-
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10 SHARED DISPOSITIVE POWER - 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,106,612
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
NOT APPLICABLE
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.30%
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
This Amendment No. 11 amends the Statement on Schedule 13D, as
previously amended (the "Statement"), filed with the Securities and
Exchange Commission by NRG Energy, Inc. ("NRG") and Northern States Power
Company with respect to the common stock, par value $.01 per share (the
"Common Stock"), of Cogeneration Corporation of America (the "Company").
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to them in the Statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 in the Schedule 13D is hereby deleted in its entirety and
the following is inserted in lieu thereof:
(a) For the purposes of Rule 13d-3 promulgated under the
Securities and Exchange Act of 1934, as amended (the
"Exchange Act") and prior to the Effective Time (as
hereafter defined), each of the Reporting Persons had shared
voting power and shared dispositive power with respect to
(and therefore beneficially owned) 3,106,612 shares of
Common Stock representing approximately 45.3% of the
outstanding Common Stock.
Except as set forth in this Item 5(a), neither of the
Reporting Persons beneficially owns any shares of Common
Stock.
(b) Prior to the Effective Time (as hereafter defined), each of
the Reporting Persons had shared power to vote or to direct
the vote and shared power to dispose or direct the
disposition of 3,106,612 shares of Common Stock.
(c) Other than pursuant to the Merger Agreement and the
Stockholders Agreement, no transactions in the Common Stock
have been effected since August 26, 1999 by any Reporting
Person.
(d) Not applicable.
(e) Pursuant to the Merger Agreement, immediately prior to the
Effective Time (as hereafter defined), 1,406,612 shares of
Common Stock held by the Reporting Persons have been
contributed to Merger Sub. Upon the Effective Time, all of
the shares of Common Stock held by Merger Sub were
cancelled. The remaining 1,700,000 shares of Common Stock
were retained by NRG and, upon the Effective Time, were
converted into the right to receive $25.00 per share in
cash, without interest. See Item 6.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the Stockholders Agreement, NRG contributed
1,406,612 shares of Common Stock to Merger Sub immediately
prior to the Effective Time (as hereafter defined) in
exchange for 20% of the common stock of Merger Sub. The
Merger Agreement provided for Merger Sub to merge with and
into the Company, with the Company continuing as the
surviving corporation in the Merger (the "Surviving
Corporation"). On December 17, 1999 (the "Effective Time"),
Merger Sub filed a Certificate of Merger with the Secretary
of State of the State of Delaware. Pursuant to the Merger
Agreement, at the Effective Time, each outstanding share of
Common Stock (other than shares of Common Stock held by
Merger Sub and shares of Common Stock held by stockholders
properly exercising appraisal rights under the laws of the
State of Delaware) was converted into a right to receive
$25.00 in cash, without interest. Pursuant to the Merger
Agreement, at the Effective Time, each share of common stock
of Merger Sub was converted into and became one fully-paid
and non-assessable share of common stock of the Surviving
Corporation.
On December 17, 1999, the Company informed The Nasdaq
National Stock Market, Inc. of the Merger and requested the
delisting of the Common Stock effective as of December 17,
1999.
On December 17, 1999, the Company filed a Certification and
Notice of Termination of Registration under Section 12(g) of
the Exchange Act on Form 15 ("Form 15") with the Commission.
Pursuant to Rule 12g-4 of the Exchange Act, termination of
registration shall take effect in 90 days thereafter;
however, Company's duty to file any reports required under
the Exchange Act was immediately suspended upon filing the
Form 15.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Statement is hereby amended and restated as
follows:
1. Composite Fourth Amended and Restated Plan of
Reorganization for O'Brien Environmental Energy, Inc.
(previously filed as an exhibit to NRG's Schedule 13D
on May 10, 1996).
2. Amended and Restated Stock Purchase and Reorganization
Agreement, dated as of January 31, 1996, between NRG
Energy, Inc. and O'Brien Environmental Energy, Inc.
(previously filed as an exhibit to NRG's Schedule 13D
on May 10, 1996).
3. Option Agreement, dated March 8, 1996, between O'Brien
Environmental Energy, Inc. and NRG Energy, Inc.
(previously filed as an exhibit to Amendment No. 1 to
NRG's Schedule 13D on August 29, 1997).
4. Option Exercise Notice, dated August 28, 1997, from NRG
Energy, Inc. to NRG Generating (U.S.), Inc. (previously
filed as an exhibit to Amendment No. 1 to NRG's
Schedule 13D on August 29, 1997).
5. Form of Proxy to be executed by Halcyon Alchemy Fund,
L.P., Halcyon Special Situations, L.P., Gryphon Hidden
Values Limited and Gryphon Hidden Values II Limited
(previously filed as an exhibit to Amendment No. 4 to
NRG's Schedule 13D on August 3, 1998).
6. Letter, dated September 14, 1998, from NRG Energy, Inc.
to David H. Peterson, Chairman of the Board of
Directors of Cogeneration Corporation of America
(previously filed as an exhibit to Amendment No. 5 to
NRG's Schedule 13D on October 15, 1998).
7. Letter Agreement, dated October 27, 1998, between NRG
and Wexford Management LLC (previously filed as an
exhibit to Amendment No. 7 to NRG's Schedule 13D on
October 30, 1998).
8. Letter Agreement, dated October 30, 1998, between NRG
and Rumpere Capital (previously filed as an exhibit to
Amendment No. 8 to NRG's Schedule 13D on November 3,
1998).
9. Contribution and Stockholders Agreement, dated as of
August 26, 1999, between NRG Energy, Inc., Calpine
Corporation and Calpine East Acquisition Corp.
(previously filed as an exhibit to Amendment No. 10 to
NRG's Schedule 13D on August 27, 1999).
10. Certificate of Merger merging Calpine East Acquisition
Corp. with and into Cogeneration Corporation of
America, as filed with the Secretary of State of the
State of Delaware on December 17, 1999.
<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.
December 17, 1999
NRG ENERGY, INC.
By: /s/ James J. Bender
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Name: James J. Bender
Title: Vice President and General
Counsel
NORTHERN STATES POWER COMPANY
By: /s/ John P. Moore, Jr.
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Name: John P. Moore, Jr.
Title: Vice President and Corporate
Secretary
<PAGE>
EXHIBIT INDEX
Exhibit # Description of Document
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10 Certificate of Merger merging Calpine East Acquisition Corp.
with and into Cogeneration Corporation of America, as filed
with the Secretary of State of the State of Delaware on
December 17, 1999.
CERTIFICATE OF MERGER
MERGING
CALPINE EAST ACQUISITION CORP.
WITH AND INTO
COGENERATION CORPORATION OF AMERICA
Pursuant to Section 251 of the Delaware General Corporation Law,
Cogeneration Corporation of America, a Delaware corporation, incorporated on the
5th day of December, 1983, does hereby certify that:
1. The name and state of incorporation of each of the constituent
corporations are: Calpine East Acquisition Corp., a Delaware corporation; and
Cogeneration Corporation of America, a Delaware corporation.
2. An Agreement and Plan of Merger has been adopted, approved,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the provisions of Section 251(b) and 251(c) of the Delaware
General Corporation Law.
3. COGENERATION CORPORATION OF AMERICA shall be the surviving
corporation (the "Surviving Corporation").
4. The Certificate of Incorporation set forth in Exhibit A hereto,
shall be the Certificate of Incorporation of the Surviving Corporation.
5. The executed Agreement and Plan of Merger is on file at the
principal office of the Surviving Corporation, c/o Calpine Corporation, 50 West
San Fernando Street, San Jose, California 95113.
6. A copy of the Agreement of Merger will be furnished by the
Surviving Corporation on request and without cost, to any stockholder of any
constituent corporation.
IN WITNESS WHEREOF, Cogeneration Corporation of America has caused
this certificate to be executed by Julie Jorgensen, its President and Chief
Executive Officer, and attested by Thomas L. Osteraas, its Secretary, this 17th
day of December 1999.
COGENERATION CORPORATION OF AMERICA
By: /s/ JULIE JORGENSEN
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Julie Jorgensen, President
and Chief Executive Officer
ATTEST:
By: /s/ THOMAS OSTERAAS
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Thomas Osteraas, Secretary
