SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------------
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. 5 )*
TRIGEN ENERGY CORPORATION
- ---------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
- ---------------------------------------------------------------------------
(Title of Class of Securities)
895930105
----------------------------------------------
(CUSIP Number)
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NY 10004
ATTN: SANFORD KRIEGER, ESQ.
(212) 859-8000
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
NOVEMBER 16, 1999
----------------------------------------------
(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 7 Pages)
- --------------
*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>
SCHEDULE 13D
CUSIP No. 895930105 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 895930105 Page 3 of 10 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 895930105 Page 4 of 10 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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>
SCHEDULE 13D
CUSIP No. 895930105 Page 5 of 10 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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. 5 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 4. Purpose of the Transaction
--------------------------
Item 4 is hereby amended and supplemented as follows:
On November 16, 1999, Elyo announced that it had withdrawn the
proposal previously submitted to the Board of Directors of the Company on
September 20, 1999 to acquire all of the Company's outstanding Common Stock
for $22.00 per share in cash. A copy of the press release issued by Elyo on
November 16, 1999 is filed herewith as Exhibit 99.1 and is incorporated by
reference herein.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
Exhibit Number Title
- -------------- -----
99.1 Press Release of Elyo, dated November 16, 1999
Page 6 of 7 Pages
<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.
Dated: November 16, 1999 SUEZ LYONNAISE DES EAUX
By: /s/ Michel Bleitrach *
---------------------------------
Name: Michel Bleitrach
Title: Attorney-in-fact
ELYO S.A.
By: /s/ Jean-Daniel Levy
---------------------------------
Name: Jean-Daniel Levy
Title: Chief Executive Officer
COFRETH AMERICAN CORPORATION
By: /s/ Olivier Degos *
---------------------------------
Name: Olivier Degos
Title: Attorney-in-fact
COMPAGNIE PARISIENNE DE CHAUFFAGE URBAIN
By: /s/ Michel Caillard *
---------------------------------
Name: Michel Caillard
Title: Attorney-in-fact
*See Powers of Attorneys filed as attachments to the Amendment No. 3 to the
Schedule 13D, filed September 24, 1999, which are incorporated by reference
herein.
EXHIBIT 99.1
ELYO WITHDRAWS PROPOSAL TO ACQUIRE SHARES OF
TRIGEN ENERGY CORPORATION
NANTERRE, France, November 16, 1999-ELYO, energy subsidiary of the
Suez Lyonnaise des Eaux Group, today announced that it has withdrawn its
previously announced proposal to acquire all the outstanding shares of its
majority owned subsidiary, Trigen Energy Corporation (NYSE: TGN) for US $22
per share in cash.
ELYO is very disappointed that it has had to withdraw its proposal.
Trigen prepared revised projections after the proposal was made which ELYO
feels are unrealistic and aggressive. Accordingly, ELYO does not believe it
will be possible to reach a mutually acceptable agreement on price.
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 party of a
unique energy core business set up around Tractebel which is Societe
Generale's industrial hub.
