SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 3 )*
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Trigen Energy Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
895930105
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(CUSIP Number)
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
Attn: Sanford Krieger, Esq.
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
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*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 disclosures 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).
<PAGE>
CUSIP No. 895930105 13D Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Suez Lyonnaise des Eaux
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,507,944
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,507,944
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,507,944
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.7%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 895930105 13D Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Elyo S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,507,944
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,507,944
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,507,944
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.7%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 895930105 13D Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Cofreth American Corporation 51-0262996
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,870,670
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 4,870,670
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,870,670
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 895930105 13D Page 5 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Compagnie Parisienne de Chauffage Urbain
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,637,274
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,637,274
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,637,274
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 3 amends and supplements the report on Schedule
13D, as amended (the "Schedule 13D") relating to the common stock, par
value $.01 per share (the "Common Stock"), of Trigen Energy Corporation, a
Delaware corporation (the "Company"), previously filed by Suez Lyonnaise
des Eaux, Elyo S.A. ("Elyo"), Cofreth American Corporation and Compagnie
Parisienne de Chauffage Urbain. Capitalized terms used and not defined in
this Amendment have the meanings set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on the Schedule 13D.
ITEM 2. Identity and Background
-----------------------
Item 2 is hereby amended and supplemented as follows:
(a) Name
Societe Generale De Belgique
(b) Business Address
Societe Generale De Belgique
Rue Royale 30
B - 1000 Brussels
Belgium
ITEM 4. Purpose of the Transaction
--------------------------
Item 4 is hereby amended and supplemented as follows:
On September 20, 1999, Elyo announced that it had submitted a proposal
(the "Proposal") to the Board of Directors of the Company to acquire all of
the Company's outstanding Common Stock for $22.00 per share in cash. It is
expected that the Proposal will be referred to a special committee of
directors of the Board of Directors of the Company. A copy of the press
release issued by Elyo on September 20, 1999 is filed herewith as Exhibit
99.1 and is incorporated by reference herein.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is hereby amended and supplemented as follows:
(a) In 1999, Lyonnaise transferred all of its interest in Elyo
to its substantially wholly owned subsidiary, Societe Generale De Belgique.
Page 6 of 11 Pages
<PAGE>
ITEM 7. Material to be Filed as Exhibits
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Exhibit Number Title
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99.1 Press Release of Elyo, dated September 20, 1999
Page 7 of 11 Pages
<PAGE>
SIGNATURE
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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.
Dated: September 21, 1999 SUEZ LYONNAISE DES EAUX
By: /s/ Michel Bleitrach *
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Name: Michel Bleitrach
Title: Attorney-in-fact
ELYO S.A.
By: /s/ Jean-Daniel Levy
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Name: Jean-Daniel Levy
Title: Chief Executive Officer
COFRETH AMERICAN CORPORATION
By: /s/ Olivier Degos *
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Name: Olivier Degos
Title: Attorney-in-fact
COMPAGNIE PARISIENNE DE CHAUFFAGE URBAIN
By: /s/ Michel Caillard *
-----------------------
Name: Michel Caillard
Title: Attorney-in-fact
*See attached Powers of Attorneys
Page 8 of 11 Pages
<PAGE>
Power of Attorney
COMPAGNIE PARISIENNE DE CHAUFFAGE URBAIN hereby authorizes Michel
BLEITRACH, Jean-Daniel LEVY, Michel CAILLARD and Olivier DEGOS, each acting
individually to sign and file with the Securities and Exchange Commission
on its behalf Form 3, Form 4, Form 5, Schedule 13-D and Schedule 13-G and
any amendments thereto, relating to its actual and deemed beneficial
ownership of shares of TRIGEN ENERGY CORPORATION. This Power of Attorney is
valid for twelve (12) months from the date set forth below.
COMPAGNIE PARISIENNE DE CHAUFFAGE URBAIN
By: /s/ Erminio Tonoli
----------------------
Name: Erminio TONOLI
Title: Directeur General
Date: September 21, 1999
Page 9 of 11 Pages
<PAGE>
Power of Attorney
SUEZ LYONNAISE DES EAUX hereby authorizes Michel BLEITRACH,
Jean-Daniel LEVY, Olivier DEGOS and Michel CAILLARD, each acting
individually to sign and file with the Securities and Exchange Commission
on its behalf Form 3, Form 4, Form 5, Schedule 13-D and Schedule 13-G and
any amendments thereto, relating to its actual and deemed beneficial
ownership of shares of TRIGEN ENERGY CORPORATION. This Power of Attorney is
valid for twelve (12) months from the date set forth below.
SUEZ LYONNAISE DES EAUX
By: /s/ Philippe de Margerie
----------------------------
Name: Philippe de MARGERIE
Title: Senior Vice president-
General Counsel
Date: September 21, 1999
Page 10 of 11 Pages
<PAGE>
Power of Attorney
COFRETH AMERICAN CORPORATION hereby authorizes Michel BLEITRACH,
Olivier DEGOS and Michel CAILLARD, each acting individually to sign and
file with the Securities and Exchange Commission on its behalf Form 3, Form
4, Form 5, Schedule 13-D and Schedule 13-G and any amendments thereto,
relating to its actual and deemed beneficial ownership of shares of TRIGEN
ENERGY CORPORATION. This Power of Attorney is valid for twelve (12) months
from the date set forth below.
COFRETH AMERICAN CORPORATION
By: /s/ Jean-Daniel Levy
-----------------------
Name: Jean-Daniel LEVY
Title: Chairman and CEO
Date: September 21, 1999
Page 11 of 11 Pages
Exhibit 99.1
September 20, 1999
Elyo: Acquisition of Trigen Energy Corporation
ELYO PROPOSES TO ACQUIRE SHARES OF TRIGEN ENERGY CORPORATION
Nanterre, France, September 20, 1999. ELYO, energy subsidiary of the
Suez Lyonnaise des Eaux Group, today announced that it has made a proposal
to acquire all the outstanding shares of its majority owned subsidiary of
Trigen Energy Corporation for US $22 per share in cash.
The consideration represents an approximately 14.28 percent premium to
the closing price of US $19.25 of Trigen common stock on the New York Stock
Exchange on September 17, 1999. ELYO owns 52.7 percent of Trigen's 12.4
million shares.
"We have long stated that Trigen's thermal energy operations are a
core business whose facilities are in integral part of our North American
service network. We believe that its complete integration into our Company
will yield operating benefits, reduce our overall cost and speed
decision-making," said Michel BLEITRACH, Chairman and Chief Executive
Officer of ELYO. "The completion of this transaction will result in greater
simplification of our corporate structure, further reduce our operational
and administrative costs, eliminate the expense associated with running a
separate publicly traded subsidiary, and enable us to more efficiently fund
the capital needs of Trigen."
Under the proposal, the transaction would be referred to a special
committee of directors of Trigen. It is also subject to the approval of
ELYO's Board of Directors.
ELYO, headquartered in Nanterre, France, is a leading provider of
thermal energy. On April 30, 1999, ELYO became a subsidiary of Societe
Generale de Belgique, which is wholly owned by Suez Lyonnaise des Eaux
Group. As a result of this new reorganization, ELYO has become part of a
unique energy core business set up around Tractebel which is Societe
Generale's industrial hub.
