UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
January 20, 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 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 7
<PAGE>
This Amendment No. 2 to Schedule13D modifies and supplements the
Schedule 13D filed on May 8, 1997, as amended by Amendment No. 1 to Schedule 13D
filed on November 5, 1998 (as amended, the "Statement"), 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. 2, the Statement remains in full force and effect.
Capitalized terms used herein without definition have the respective meanings
ascribed to them in the Statement.
ITEM 4
On January 20, 1999, Wexford Management LLC ("Wexford"), acting on
behalf of Wexford Capital Partners II, L.P. and Wexford Overseas partners I,
L.P., each of which is a shareholder of the Company, notified the Company,
pursuant to and in accordance with the provisions of Section 1.11 of the By-laws
of the Company, of its intent to nominate three individuals to serve as
independent directors to the Company's Board of Directors. Pursuant to the
Bylaws, such nominees will be submitted for approval at the next Annual Meeting
of Shareholders. The Company's Board of Directors currently is comprised of
eight persons, three of whom must be independent, as such term is defined in the
By-laws. Two of the nominees selected by Wexford currently serve as independent
directors to the Board of Directors. The third nominee is the Managing Member
and President of Wexford.
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.
Item 7.
4. Letter, dated January 20, 1999, from Wexford Management LLC to Cogeneration
Corporation of America..
* * * * * *
Page 2 of 7
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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: January 29, 1999
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 3 of 7
<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
----------------------
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 4 of 7
<PAGE>
EXHIBIT INDEX
1. Letter, dated January 20, 1999
Page 5 of 7
<PAGE>
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]
January 20, 1999
Thomas Osteraas
General Counsel & Corporate Secretary
Cogeneration Corporation of America
One Carlson Parkway
Suite 240
Minneapolis, MN 55447
Fax No. 612-745-7901
Nominations for Independent Director
Dear Mr. Osteraas:
We are writing on behalf of Wexford Capital Partners II, L.P. ("WCP") and
Wexford Overseas Partners I, L.P. ("WOP" and collectively with WCP, "the Wexford
Funds"), each of which are shareholders of Cogeneration Corporation of America
("CCA" or the "Company"). Together the Wexford Funds hold 443,976 shares of CCA
stock, and are the largest outside shareholders of the Company.
Pursuant to subparagraph C of Section 1.11 of the Company's bylaws, the Wexford
Funds nominate the following persons to serve as independent directors of the
Company:
Larry Littman
Charles Thayer
Joseph Jacobs
We understand that the nominees will be submitted for approval at the upcoming
shareholder meeting. The Wexford Funds intend to appear at that meeting, in
person or by proxy, to nominate the nominees.
With respect to Mr. Jacobs, the only nominee who is not a current director of
the Company, we are providing the following additional information:
Address:
c/o Wexford Management LLC
411 West Putnam Avenue
Greenwich, CT 06830
Description of Affiliation/Arrangements with Nominee:
Mr. Jacobs is a Managing Member and the President of Wexford Management
LLC, a registered investment advisor which acts as the investment manager to
each of the Wexford Funds and as the Administrator to WOP. In addition, Mr.
Jacobs is a Managing Shareholder and Vice President of Wexford Capital Corp.,
the ultimate general partner of WCP, and a shareholder of Wexford Capital
Limited, the ultimate general partner of WOP. Neither Wexford Management nor the
Wexford Funds has any specific arrangement with Mr. Jacobs relating to his
nomination as a director of CCA.
<PAGE>
Thomas Osteraas
January 20, 1999
Page 7
Neither Wexford Management nor the Wexford Funds has any arrangement
with either Mr. Littman or Mr. Thayer relating to their nomination as directors
of CCA.
Neither Wexford Management nor the Wexford Funds has any arrangement
with any other person pursuant to which these nominations are made, however, we
call your attention to the letter agreement dated October 27, 1998 between
Wexford Management and NRG Energy, Inc., a copy of which was filed as an exhibit
to Amendment No. 1 to the Schedule 13D filed by Wexford Management, the Wexford
Funds and certain affiliated persons and entities (including Mr. Jacobs). For
your convenience, I am enclosing a copy of the letter agreement.
Biographical Statement:
Enclosed is a biographical statement relating to Mr. Jacobs.
Consent of Nominee:
Enclosed is Mr. Jacobs' consent to his nomination as a director of the
Company.
If you have any questions or require any additional information, please
call me. Thank you for your assistance.
Sincerely,
Arthur H. Amron
General Counsel
Cc: Joseph Jacobs
