TRIGEN LOGO
TRIGEN ENERGY CORPORATION
One Water Street, White Plains, New York 10601
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 19, 1999
To the Shareholders of Trigen Energy Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Trigen
Energy Corporation, a Delaware corporation (the "Company"), will be held
at 2600 Christian Street, Philadelphia, Pennsylvania 19146 on Wednesday,
May 19, 1999 at 9:30 a.m. for the following purposes:
1. To elect to the board one Class A director for a term of two
years and four Class B directors for a term of three years each, or
until their respective successors are elected and shall qualify.
2. To ratify the selection of the independent certified public
accountants for the Company's fiscal year ending December 31, 1999.
3. To consider and act upon such other business as may properly
come before the meeting or any adjournment thereof.
All of the above matters are more fully described in the
accompanying Proxy Statement.
Shareholders of record at the close of business on March 22, 1999 are
entitled to notice of and to vote at the annual meeting or any adjournment
thereof. A list of such shareholders will be available for inspection by
any shareholder, for any purpose germane to the meeting, for a period of 10
days prior to the meeting at One Water Street, White Plains, New York 10601.
Regardless of whether you attend the meeting, please complete the enclosed
form of proxy, date and sign it exactly as your name appears on the proxy
card and return it promptly in the postpaid envelope furnished for that
purpose to ensure the voting of your shares if you do not attend the meeting.
If you desire to revoke your proxy for any reason, you may do so at any time
prior to the voting.
Shareholders are urged to send in their proxies as soon as
possible. Prompt response is helpful and your cooperation will be
appreciated.
By order of the Board of Directors,
White Plains, New York /s/ Thomas R. Casten
March 31, 1999 President and Chief Executive Officer
IMPORTANT
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE EVEN IF YOU PLAN TO ATTEND THE MEETING. IN THE EVENT YOU
ARE PRESENT AT THE MEETING AND WISH TO DO SO, YOU MAY
WITHDRAW YOUR PROXY AND VOTE IN PERSON.
<PAGE>
TRIGEN LOGO
TRIGEN ENERGY CORPORATION One Water Street
White Plains, New York 10601
PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held on May 19, 1999
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of Trigen Energy Corporation, a Delaware
corporation (the "Company" or "Trigen"), of proxies from the holders of the
Company's common stock, par value $.01 per share (the "common stock"), to be
voted at the Annual Meeting of Shareholders of the Company (the "Meeting") to
be held at the time and place and for the purposes set forth in the
accompanying Notice, and at any adjournment or postponement of the
Meeting. The Notice of the Meeting, this proxy statement, and the enclosed
form of proxy card are being mailed to shareholders on or about March 31, 1999.
The Board of Directors has fixed March 22, 1999 as the record date for
the determination of shareholders entitled to notice of and to vote at the
Meeting. At the close of business on such date, there were issued and
outstanding 12,321,295 shares of common stock, which constitute the only
outstanding capital stock of the Company entitled to vote at the Meeting.
Each outstanding share of the common stock is entitled to one vote per
proposal.
Shares represented by properly executed proxies received prior to or at
the Meeting will be voted in accordance with the choices
specified thereon. As to any matter for which no choice has been
specified in a duly executed proxy, the shares represented thereby will be
voted in favor of (i) of proposal to elect the five nominees specified herein
as directors of the Company, and (ii) the proposal to ratify the selection of
the independent certified public accountants. Execution of a proxy will not
prevent a shareholder from attending the Meeting and
voting in person. Any shareholder giving a proxy may revoke it at any time
before it is voted by giving to the Secretary of the Company written notice
bearing a later date than the proxy, by submission of a later dated proxy,
or by voting in person at the Meeting (although attendance at the Meeting
will not in and of itself constitute revocation of a proxy). Any written
notice revoking a proxy should be sent to Eugene E. Murphy, Secretary,
Trigen Energy Corporation, One Water Street, White Plains, New York 10601.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
AGENDA ITEM NO. ONE:
ELECTION OF FIVE DIRECTORS
The Board of Directors currently has nine members. The Board is
divided into three classes denoted as Class A, Class B and Class C, serving
staggered three-year terms with one class of the Board of Directors
elected each year. One Class A director and four Class B directors are
proposed to be elected at the Meeting. The Board of Directors' nominees
for the directorships are listed below. The nominees, except for Mr.
Degos, are currently directors of the Company. Mr. Buffet, a Class A
director being proposed to be elected at the Meeting, was elected by the Board
at a directors meeting since the last shareholders meeting to fill a vacancy on
the Board, and is now being proposed for election by the shareholders to
complete his term as a Class A director which will expire at the annual
meeting of the shareholders in 2001. The other Class A director, who was
elected by shareholders at the last shareholders meeting is Mr. Kessel, whose
term will also expire at the annual meeting of shareholders in 2001. The Class
B directors proposed to be elected at the meeting are Messrs. Keane,
Casten, Brongniart and Degos. Their terms will expire in 2002. The Class C
directors are Messrs. Bayless, Bleitrach, and Mangin d'Ouince. The terms of
the Class C directors will expire at the annual meeting of the shareholders
of the Company in 2000.
Class A:
- -------
Position with
Nominee Age the Company
- ------- --- -------------
Patrick Buffet 45 Director
Class B:
- --------
Position with
Nominee Age the Company
- ------- --- -------------
George F. Keane 69 Director and Chairman
of the Board
Thomas R. Casten 56 Director, President and
Chief Executive Officer
Philippe Brongniart 60 Director
Olivier Degos 37 Director
Management recommends that the shareholders vote FOR the election to the
Board of Directors of Messrs. Buffet, Keane, Casten, Brongniart and Degos.
The following pages set forth information regarding the nominees for
election as well as information about the directors whose terms of office do
not expire this year. The nominees have consented to being named as nominees
for director and agreed to serve if elected.
Under applicable Delaware law, directors shall be elected by a
plurality of the shares present in person or represented by proxy at the
Annual Meeting and entitled to vote on the election of directors. The enclosed
proxy, unless authority to vote is withheld, will be voted for the election
of the nominees named above. Under the rules of the New York Stock Exchange,
Inc. ("NYSE"), brokers who hold shares in street name for customers have the
authority to vote on certain items when they have not received instructions
from their customers, the beneficial owners of the shares. Thus, brokers
that do not receive instructions are entitled to vote on the election
of the foregoing nominees for director.
In the event one or more of the nominees become unavailable for
election, votes will be cast pursuant to the authority granted by the enclosed
proxy for such person or persons as may be designated by the Board of
Directors. The Board does not expect that any nominee will be unavailable for
election.
Nominees for Director:
Class A: serving until the annual election of directors in 2001 or until
his successor is elected and qualified.
Patrick Buffet, 45, was elected a Director of Trigen on September 9, 1998.
Since 1998, he has been Executive Vice President of Suez Lyonnaise des Eaux
("Suez Lyonnaise"). From 1994 to 1998 he was Director of Industrial
Holdings and Strategy of Societe Generale de Belgique, a subsidiary of Suez
Lyonnaise.
Class B: serving until the annual election of directors in 2002 or until
his successor is elected and qualified.
George F. Keane, 69, has served as a Director and non-executive Chairman
of the Board since 1994. He is the Chairman of the Audit Committee and a
member of the Nominating Committee. From 1993 through 1996, he served as
President Emeritus and Senior Investment Adviser to The Common Fund, a company
that he helped organize and that manages the investment of over $17 billion in
endowment funds and operating cash for more than 1,300 member colleges,
universities and independent schools. Mr. Keane served as Chief Executive
Officer of The Common Fund from 1971 to 1993. Since 1996, Mr. Keane has been
self-employed. He serves on the boards of Universal Stainless & Alloy
Products, Global Pharmaceutical, United Water Resources, The Bramwell
Funds, Nicholas-Applegate Investment Trust and Northern Trust of Connecticut.
Thomas R. Casten, 56, has been President, Chief Executive Officer and a
Director of Trigen since 1986. He is also a member of the Executive
Committee. From 1980 to 1986 he was President and Chief Executive Officer
of Cogeneration Development Corporation ("CDC"). From 1969 to 1980 he held
various positions at Cummins Engine Company, a diesel engine manufacturer,
the last being Vice President and General Manager of Cummins Cogeneration
Company, a division of Cummins Engine Company, from 1977 to 1980. He was
President of the International District Energy Association for the 1993-1994
term and in 1989 he was selected "Man of the Year" by that association.
Philippe Brongniart, 60, has been a Director of Trigen since 1997.
Since 1997 he has been Directeur General of Suez Lyonnaise. From 1993 to
1997 he was General Manager of Societe Lyonnaise des Eaux ("Lyonnaise"). He
was Chairman and Chief Executive Officer of Sita since 1988 and Chief
Operating Officer of Sita from 1986 to 1988.
Olivier Degos, 37, since 1995, has been Chief Financial Officer of ELYO,
a subsidiary of Suez Lyonnaise engaged in energy management. From 1994 to 1995,
was Deputy Chief Financial Officer of Sita, a waste services company and
subsidiary of Suez Lyonnaise.
Other Class B Director: who will be ending his tenure as director at the
Meeting:
Patrick Desnos, 47, has been a Director of Trigen since 1992. Since
December 1998, he has been Managing Director of Sogeparc. From 1995 to 1998
he was Deputy Managing Director of Elyo and Chairman of INES
S.A., a French subsidiary of Elyo. From 1992 to 1995 he was Directeur
General of Compagnie Parisienne de Chauffage Urban ("CPCU"). From 1987 to 1995
he was a Managing Director of INES S.A.
Directors Continuing in Office:
Other Class A Director: who was elected at the last shareholders meeting
and will serve until the annual election of directors in 2001 or until his
successor is elected and qualified:
Richard E. Kessel, 49, has served as a Director of Trigen since 1994.
He is also a member of the Executive Committee. He has been Executive Vice
President and Chief Operating Officer of Trigen since 1993 when the Company
acquired United Thermal Corporation ("UTC"). From 1991 to 1993 he was Managing
Director and Chief Executive Officer of UTC. From 1987 to 1991 he was Chief
Operating Officer of Sithe Energies USA, Inc., an independent power
producer. From 1971 to 1987 he held various positions at Ebasco Services
Incorporated, an international engineering and construction company, the
last being Vice President - Business/Project Development.
Class C: serving until the annual election of directors in 2000 or until
his successor is elected and qualified.
Charles E. Bayless, 55, has served as a Director of Trigen since 1994.
He is a member of the Compensation Committee, the Nominating Committee and
the Audit Committee. Since 1998 he has been President and Chief Executive
Officer of Illinova Power Company. He was Chairman of Tucson Electric
Power Company ("Tucson Electric"), an electric utility corporation, from 1992
to 1998. From 1990 to 1998 he was President and Chief Executive Officer
of Tucson Electric. He became Chairman, President and Chief Executive
Officer of UniSource Energy on January 1, 1998. UniSource Energy is
Tucson Electric's holding company. From 1989 to 1990 he was Senior Vice
President and Chief Financial Officer of Tucson Electric. From 1981 to 1989
he was Senior Vice President and Chief Financial Officer of Public Service
Company of New Hampshire, an electric utility corporation.
Michel Bleitrach, 53, has been a Director of Trigen since 1995. He is
Chairman of the Compensation Committee. Mr. Bleitrach has been the Chairman
of Elyo since 1995 and has been the Chief Executive Officer of Elyo since
1993. From 1990 to 1993 he was Chief Executive Officer of PRIAM.
Dominique Mangin d'Ouince, 49, has been a Director of Trigen since
1995. He is a member of the Executive Committee. Mr. Mangin d'Ouince has
been an Executive Vice President and Managing Director of Elyo since 1995 and
was a Managing Director in charge of Business Development of Lyonnaise from
1990 to 1997.
Other Class C Director: ended his tenure as director by resigning
effective September 9, 1998.
Michel Cassou, 56, had been a Director of Trigen since 1993. He was a
member of the Compensation Committee. Mr. Cassou has been Directeur
General Adjoint of Suez Lyonnaise since 1997. From 1994 to 1997 he was
Director General Adjoint of Lyonnaise. From 1990 to 1994 he was Vice
President, Development of Lyonnaise. From 1988 to 1990 he was Directeur
Financier of Lyonnaise.
Meetings and Committees of the Board of Directors
The Board of Directors met five (5) times in 1998. During 1998, each
director attended at least 75% of the total number of the Board meetings and
meetings of all committees on which such director served, except for Mr.
Brongniart who attended 40% of the Board meetings for which he was eligible.
A quorum was present at Board and committee meetings and the presence of the
individuals not in attendance was not required.
Directors who are regularly employed officers of the Company receive no fees
for serving as directors of the Company. Each non-officer director receives
$20,000 (the Chairman receives $30,000) per year plus $1,000 per day of
meetings of the Board or Committee of the Board attended, and each may elect to
receive such compensation in shares of common stock. Upon his election to the
Board in 1998, Patrick Buffet received options to purchase 10,000 shares of
common stock exercisable at $10.625 per share (the price per share on the
date of the grant).Upon his election to the Board in 1997, Philippe
Brongniart received options to purchase 10,000 shares of common stock
exercisable at $25.00 per share (the price per share on the date of the
grant). Upon their election to the Board in 1995, Messrs. Bleitrach and Mangin
d'Ouince each received options to purchase 10,000 shares of common stock
exercisable at $22.13 per share (the price per share on the date of the
grant). During 1994, each individual who was then a Director received options
to purchase 10,000 shares of common stock (20,000 for the Chairman) exercisable
at $15.75 per share (the price per share on the date of the grant). In July
1996 the Chairman received additional options to purchase 10,000 shares of
Common Stock exercisable at $18.75 per share. Each Director is reimbursed
for the out-of-pocket costs of attending meetings.
The Board of Directors has an Executive Committee, a Compensation
Committee, an Audit Committee and a Nominating Committee.
The Executive Committee oversees all activities of the Company between
meetings of the Board of Directors and may exercise the power and authority of
the full Board of Directors to the extent permitted by Delaware law and the
Company's By-Laws. The Executive Committee consists of Messrs. Desnos
(Chairman), Mangin d'Ouince, Casten and Kessel (two non-employee Directors
and two employee Directors). Nonemployee members of the Executive Committee
receive $1,000 per meeting not held on the same day as a Board meeting. The
Executive Committee met seven (7) times in
1998.
The Compensation Committee reviews the salaries and bonuses of
management and administers the Company's 1994 Stock Incentive Plan. The
Compensation Committee has sole discretion to determine the number of option
shares granted to employees of the Company. The Compensation Committee
consists of four (4) Board members, currently Messrs. Bleitrach (Chairman),
Bayless, Desnos and Mr. Keane, who serves as an ex officio member of the
Committee, none of whom is an employee of the Company. Members of the
Compensation Committee receive $1,000 per meeting not held on the same day
as a Board of Directors' meeting. The Compensation Committee met three
(3) times during 1998.
The Audit Committee consists of two (2) members, currently
Messrs. Keane (Chairman) and Bayless, and is responsible for (i)
recommending independent auditors, (ii) reviewing with the independent auditors
the scope and results of the audit engagement,
(iii) monitoring the Company's financial policies and control
procedures and (iv) reviewing and monitoring the provision of non-
audit services by the Company's auditors. Members of the Audit Committee
receive $1,000 per meeting not held on the same day as a Board of
Directors' meeting. The Audit Committee met four (4) times during 1998.
The Nominating Committee consists of three (3) members, currently
Messrs. Desnos (Chairman), Keane and Bayless, none of whom is an employee
of the Company. The Nominating Committee performs two principal
functions: (i) to review possible candidates for membership on the Board of
Directors and make recommendations to the Board concerning nominees to be
elected by the shareholders (or by the Board to fill vacancies), and (ii) to
make recommendations to the Board concerning membership and chairs of the
various board committees. The Nominating Committee considers nominees
recommended by security holders, subject to their submission by the
required date. No submissions had been made for the Meeting by the required
date, which was December 1, 1998. Members of the Nominating Committee
receive $1,000 per meeting not held on the same day as a Board of Directors'
meeting. The Nominating Committee met once during 1998.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
For the fiscal year ending December 31, 1999, the Audit Committee
unanimously has recommended and the Board of Directors has selected Arthur
Andersen LLP as the Company's independent certified public accountants.
Ratification of the appointment will require the affirmative vote of a
majority of the outstanding shares of common stock represented at the
Meeting. If the appointment is not ratified, the Board of Directors will
take the shareholders' concerns into consideration in determining whether or
not to engage Arthur Andersen LLP for future years.
A representative of Arthur Andersen LLP is expected to attend
the Meeting and will be available to respond to appropriate shareholder
questions. The representative will have an opportunity to make a statement at
the Meeting, if he or she so desires.
Management recommends that the shareholders vote FOR the
ratification and selection of Arthur Andersen LLP.
OTHER MATTERS
Management does not intend to bring any other matters before the Meeting
and has not been informed that any other matters are to be presented to
the Meeting by others. If other matters properly come before the Meeting or
any adjournment thereof, the persons named in the accompanying proxy and
acting thereunder intend to vote in accordance with their best judgment.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors and persons who own more than 10% of the
Company's common stock to file certain reports with respect to each such
person's beneficial ownership of the Company's common stock. In
addition, Item 405 of Regulation S-K requires the Company to identify in its
Proxy Statement each reporting person that failed to file on a timely basis
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year or prior fiscal year. The initial statement of beneficial
ownership on Form 3 for the month of May, 1998 for Messrs. Stephen K. Swinson
and Steven G. Smith were not filed on a timely basis. Both were newly elected
officers at that time. The statement of changes in beneficial ownership on
Form 4 for the month of January, 1998 for Mr. Jonathan O'Herron was not filed
on a timely basis. Mr. O'Herron's tenure as director ended in May, 1998.
ADDITIONAL INFORMATION FOR SHAREHOLDERS
EXECUTIVE OFFICERS
Executive Officers
The executive officers of the Company include Thomas R. Casten and
Richard E. Kessel, who are also on the Board of Directors, and the following:
Jean M. Malahieude, 60, has been Executive Vice President,
Engineering since 1997, and also heads the Company's Project
Development Division. He was Vice President, Engineering of Trigen from
1987 to 1997. Since 1987 he has been Executive Vice President of Cofreth
American Corporation ("CAC").
Martin S. Stone, 63, has been Vice President and Chief Financial Officer
of Trigen since July, 1998. From 1971 through 1997, he held various
positions at Helmsley Enterprises, Inc., including Treasurer, the last being
Vice President and Corporate Secretary.
James F. Lowry, 60, has been Vice President of Mergers and
Acquisitions since 1997. He was Vice President, Development of Trigen from
1995 to 1997. From 1993 to 1995 he was a principal in International
Ventures Group, which provided consulting services to developing businesses
in countries of the former USSR. From 1992 to 1993 he was President of
Commercial Fuel Cell Business Unit of United Technologies, Inc., which
developed, manufactured, marketed, installed and serviced small fuel-cell power
plants throughout the world. From 1991 to 1992 he was Vice President of ABB,
Inc., a major worldwide industrial and power engineering company providing
steam generation, steam and gas turbines, locomotion and other engineering
services to utilities and industrial customers.
Eugene E. Murphy, 64, has been Vice President and General Counsel of
Trigen since 1986. He has been Secretary of Trigen since 1988.
From 1986 to 1994 he was a Director of Trigen.
Daniel J. Samela, 51, has been Controller of Trigen since 1995. From
1991 to 1995 he was Chief Financial Officer of the Dealer Division of
Savin Corporation, a distributor of office machinery and equipment.
Stephen T. Ward, 56, has been Treasurer of Trigen since 1995. From
1988 to 1995 he was Treasurer of TI Group Inc. TI Group plc is a London-
based manufacturer of automotive and aerospace products. TI Group Inc.
is their U.S. holding company.
Michael Weiser, 56, has been Vice President, Development of Trigen
since 1992. From 1986 to 1994 he was a Director of Trigen. From
1986 to 1992 he was Treasurer of Trigen.
Stephen K. Swinson, 41, has been Vice President since May 2, 1998.
Since 1997 he has headed the Technology Division of the Company. From 1996 to
1997 he was President of the Western Region of the Company. From 1995 to
1997 he was President of Trigen-Colorado Energy Corporation, a subsidiary of
the Company, and from 1993 to 1997 he was President of Trigen-Kansas City
Energy Corporation, a subsidiary of the Company.
Steven G. Smith, 57, has been Vice President since May 2, 1998. Since
1997 he has headed the Operations Division of the Company. Since 1990 he
has been President of Trigen-Philadelphia Energy Corporation, a subsidiary
of the Company.
REPORT OF THE COMPENSATION COMMITTEE
Compensation Committee Report On Executive Compensation
All decisions on compensation of the Company's executive
officers, including decisions about awards under certain of the
Company's stock-based compensation plans, are made by the members of the
Compensation Committee, each of whom is a non-employee director. This report
addresses the Company's compensation policies for 1998 as they affected
Messrs. Casten, Kessel, Murphy, Swinson and Smith, the chief executive officer
and the four highest paid executive officers of the Company for 1998,
(collectively, the "Named Executive
Officers").
Compensation Policies
The Compensation Committee's executive compensation policies are
designed to (a) provide competitive compensation opportunities when
financial and operational performance attains pre-set ambitious levels,
(b) reward executives consistent with the Company's
performance, (c) recognize individual performance and responsibility, (d)
underscore the importance of shareholder value creation, and (e) assist the
Company in attracting, retaining and inspiring qualified executives.
The overall focus of the compensation policy is to
balance the near-term goals and needs of management and other
employees with the long-term perspective to drive performance and results
to provide a consistent commitment to the growth of the Company and
enhance the creation of shareholder value.
The principal elements of compensation employed by the Committee to meet
these objectives are base salaries, annual cash incentives, business
development incentives, and long term stock-based incentives. By
design, the variable or "at-risk" components of compensation are
proportionately greater for more senior executives, in
recognition of their greater potential impact on the Company's results.
All compensation decisions are determined following a detailed
review of many factors that the Committee believes are relevant,
including external competitive data, the Company's achievements over the past
year, the individual's contributions to the Company's success, any
significant changes in role or responsibility, and the reasonableness of
compensation in relation to that of other employees.
The competitiveness of the Company's total compensation program
(incorporating base salaries, annual cash bonuses, and long term stockbased
incentives) is assessed regularly with the assistance of an independent
expert compensation consultant. Comparisons are made with executives in
similarly sized firms with comparable responsibilities. Data for these
comparisons is drawn from two primary sources: (1) a national compensation
survey of similar publicly traded companies, and (2) the proxy statements of
identified competitors, including all companies within a selected group of
peer industry organizations (the "Compensation Peer Groups").
One of the guiding principles is to pay at a level that allows the
Company to compensate key executives competitively compared with similarly
placed executives within the Compensation Peer Groups. This comparison is
performed while considering the Company's performance in relation to the
performance results of those companies. In general, the Committee intends to
pay base salary levels at the median or average levels of competitive
compensation for executives with comparable responsibilities in the Company's
Compensation Peer Groups. In addition to base salary, the Company's total
compensation program includes an annual cash incentive plan, a business
development growth incentive and a long-term stockbased incentive
program. The targeted total compensation levels for the Named Executive
Officers are intended to be consistent with competitive levels (as measured by
the total compensation levels of similar positions at the Compensation Peer
Groups) when the Company attains its targeted corporate performance
objectives. Actual payouts, if any, depend upon actual Company performance.
Thus, the total compensation levels and individual compensation components
received in any particular year could be demonstrably lesser or greater
than the Compensation Peer Groups' average.
The Company compensation philosophy for senior management
emphasizes pay at risk, highlights a long-term performance results
perspective, provides executive commitment via stock ownership, and bolsters
the creation of shareholder value.
Base Salary. Base salaries for all Named Executive Officers,
including the Chief Executive Officer, are reviewed by the Committee on an
annual basis. In determining appropriate base salaries, the Committee
considers external competitiveness, the roles and responsibilities of
the individual, the reasonableness of compensation in relation to that of other
employees, and the contributions of the individual.
Annual Cash Incentives. The Company believes that the Incentive
Compensation Plan should reward executives and other employees for their
contributions to the success and profitability of the business, as well as
the achievement of their personal goals and objectives which support the
overall growth of the Company. Incentives paid under the Incentive
Compensation Plan reflect the Committee's assessment of the degree to which
the Company and business units met predetermined earnings per share and
profitability objectives, and the executives and other participants achieved
their individual goals and objectives that were agreed to between the Company
and the executive.
All Named Executive Officers, including the Chief Executive Officer, are
eligible to participate in this program.
Long Term Stock-Based Incentives. The Company also believes that it is
essential to link management and shareholder interests. To meet this
objective, the Company implemented the 1994 Stock Incentive Plan ("Stock
Plan"), which allows the Committee to grant stock options, restricted stock,
performance shares, and stock appreciation rights to help attract, retain, and
inspire executives and other employees by providing them with an opportunity
to share in the Company's success. In determining actual awards, the
Committee considers the externally competitive market, the contributions of
the individual to the success of the Company, and the need to retain the
individual over time. All Named Executive Officers,
including the Chief Executive Officer, are eligible to participate in this
program. The Company implemented a long-term program in 1997 under the
Stock Plan in which senior management, including all Named Executive
Officers, were granted a combination of incentive stock options and
restricted shares. A key component of this program is for management to
meet share ownership goals in order to participate fully in this program.
By encouraging employees to obtain a stake in the Company's ongoing
success, the Company believes this will focus employees' attention on
managing the Company as a shareholder with an equity position. The Company
intends to continue granting stock options on a periodic basis to its
employees, executives, and directors.
The Committee has reviewed Internal Revenue Code Section 162(m) and has
determined that, at present, its limitations are not applicable to the
Company. Annually, the Committee will continue to consider the implications
of this statute.
The Committee's policy regarding the compensation of other
executive officers of the firm is consistent with the approach outlined
here.
1998 Compensation
As in prior years, the Company engaged the services of an
outside, independent compensation consulting firm to conduct and verify
to the Committee its findings concerning the compensation levels and
practices of the Compensation Peer Groups and its recommendations for
compensation actions for the Named Executive Officers. As outlined in
the Compensation Policies Section, the Committee is thoroughly committed
to the Company's variable pay concept. Under this philosophy, the Company
is driven to leverage its compensation dollars and reward above high
performance levels when the Company's shareholder value added levels warrant.
Base salaries paid in 1998 to the Named Executive Officers,
including the CEO, reflect the Committee's review of external
competitiveness, the roles, responsibilities and contributions of the
individuals and the reasonableness of compensation in relation to that of other
employees.
Incentive Compensation Plan incentives to be paid to all Named
Executive Officers for 1998 were determined in conjunction with the
Committee's assessment of the Company's performance with respect to
predetermined earnings per share and profitability objectives. Overall,
the Company's performance as measured by earnings per share was slightly
below the target levels established in 1998 for the Incentive Compensation
Plan. Accordingly, the CEO and the other Named Executive Officer received an
incentive proportionately reduced from their individual target levels for
1998. In addition to the Corporate earnings per share target, the business
units in 1998 also were measured by a Pre-tax Income performance
criteria. Some business units did achieve their goals and the remaining
business units were below their assigned threshold levels. Overall, the
incentive levels are less than the approved target levels for those Named
Executive Officers who did receive an incentive.
The Company launched a long-term stock-based compensation program in 1997.
The program's primary objective is to focus management on increasing
shareholder value. The program has three components: a) stock ownership
goals, b) a restricted share award, and c) an incentive stock option
grant. The restricted shares, which have a life cycle of eight years, will
remain restricted until the Company announces accumulated basic Earnings per
Share over four consecutive fiscal quarters of $2.08. This earnings target
represents a doubling of the Company's 1996 Earnings per Share figure. In
addition to the earnings target, the shares are also restricted from vesting
unless the participant achieves his/her prescribed stock ownership levels.
Each participant, including the Named Executive Officers, have been provided
with a stock ownership target. The stock ownership targets are stated as a
percentage of the participant's restricted share award and the percentages are
progressive based on the increase in role and responsibility.
During 1998, the Board reviewed the stock option program and approved
an option exchange program covering outstanding stock options which were
granted under the 1997 long-term stock-based compensation program with stock
exercise prices greater than $14.00 per share. This exchange program
provided that all eligible management had the right to exchange existing
otions with strike prices greater than $14.00 for new options with a strike
price of $14.00.
Compensation Committee
George F. Keane (ex officio)
Michel Bleitrach (Chairman)
Charles E. Bayless Patrick Desnos
Compensation Committee Interlocks and Inside Participation in
Compensation Decisions
There are no Compensation Committee interlocks. Mr. Bleitrach, a Director
of Trigen, is the Chairman and Chief Executive Officer of Elyo. Mr.
Bayless, a Director of Trigen, is Chairman of Illinova Power. Mr.
Desnos, a Director of Trigen, was, until December 1998, Deputy Managing
Director of Elyo.
Relationships with the Elyo Group
License Agreement. Elyo and the Company have entered into an
Intercompany Services and License Agreement (the "License Agreement"). Under
the License Agreement, Elyo will continue to provide to the Company on a
non-exclusive basis technical assistance and technical knowledge. The
Company will have the right to use such technical knowledge to construct,
operate and maintain community energy systems within North America as well as
the right to use patents and licenses of Elyo and its subsidiaries in
connection with the generation and distribution of electricity, chilled
water and waste incineration. Elyo has also agreed that it may make available
to the Company, upon request, new support letters or other similar credit
support, at mutually agreed rates. Pursuant to the License Agreement the
Company will have the first right to develop any corporate opportunities
relating to the application of the licensed technologies in North America
that are presented to Elyo or its subsidiaries. Elyo also
agreed that neither it nor its subsidiaries will engage in activities that may
cause the Company to become or be regulated as a publicutility holding
company or a subsidiary of a public-utility holding company under federal,
state or local laws or regulations. The initial term is for three years
with automatic two year renewals, unless terminated sooner as a result of a
default or bankruptcy or related event or a change of control with respect
to Trigen. The Company reimbursed Elyo Group and/or paid third party
providers on behalf of Elyo $318,786 for salary, bonus, and expenses paid to
Jean Malahieude, an Executive Officer of Trigen, and an additional $178,448 for
benefits of Mr. Malahieude and other professionals in 1998.
Subordinated Debt. On December 30, 1998 CAC loaned the Company $50
million at 7.38% in subordinated debt pursuant to an agreement which
requires repayment on December 31, 2010.
Stockholders' Agreement. In August 1994, Messrs. Casten, Kessel, Weiser
and Murphy and a former officer of the Company (collectively, the "Management
Stockholders"), CAC and CPCU (collectively, the "Elyo Stockholder Group") and
the Company entered into a stockholders' agreement (the "Stockholders'
Agreement") which regulates certain aspects of their relationship with
each other. The Stockholders' Agreement provides a right of first offer
upon a private sale (as defined therein) and piggyback registration
rights to the Elyo Stockholder Group and the Management Stockholders.
In addition, commencing in August, 1996, CAC and CPCU jointly have the
right to demand, not more than once in any 12-month period during the term
of the Stockholders' Agreement, that the Company file a registration
statement with the Securities and Exchange Commission to permit the sale of
common stock owned by them. No such demand has yet been made.
The Stockholders' Agreement will terminate on the earliest to
occur of (i) August 12, 1999, (ii) the liquidation, dissolution,
bankruptcy or insolvency of the Company, (iii) the liquidation,
dissolution, bankruptcy or insolvency of CAC, CPCU, Elyo, Lyonnaise or any
successor thereof or (iv) the date the voting stock held by the Elyo
Stockholder Group constitutes less than 10% of the voting rights of all
outstanding voting stock of the Company.
COMPENSATION AND OPTION TABLES
The following table presents before-tax information on
compensation earned, paid, awarded or accrued as of the end of fiscal years
1998, 1997 and 1996 for services by the Named Executive Officers,
including options granted.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
------------------
<S> <C> <C> <C> <C>
Other
Name and Annual
Principal (1) Compensa
Position Year Salary($) Bonus($) tion($)(2)
- -------- ---- --------- -------- ----------
Thomas R. Casten 1998 401,700 170,000 24,070
President & Chief 1997 390,000 -0- 24,650
Executive Officer 1996 375,000 125,500 23,296
Richard E. Kessel 1998 342,790 146,000 21,574
Executive Vice Pres 1997 332,800 -0- 22,058
Chief Operating 1996 320,000 85,750 20,800
Officer
Steven G. Smith 1998 220,000 101,850 14,874
Vice President 1997 187,575 23,162 14,558
1996 167,400 203,700 14,100
Stephen K. Swinson 1998 180,000 54,400 14,874
Vice President 1997 171,450 -0- 5,100
1996 162,150 10,000 15,386
Eugene E. Murphy 1998 176,750 50,000 19,034
Vice President and 1997 171,600 -0- 19,439
General Counsel 1996 165,000 33,150 18,278
</TABLE
</TABLE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C>
Long Term Compensation
---------------------
Awards
--------------------Securities
Payouts
------------ ---------
Re- Underlying All
Name and stricted Options/ LTIP Other
Principal Stock SARs Pay Compen-
Position Year Awards($) Granted(#) outs($) sation($)
- -------- ---- --------- -------- ------------------
Thomas R. Casten 1998 745,313 30,000 10,992
President & Chief 1997 -0- 30,000 11,825
Executive Officer 1996 -0- -0- 19,830
Richard E. Kessel 1998 536,625 19,000 8,905
Executive Vice Pres 1997 -0- 19,000 8,920
Chief Operating 1996 -0- -0- 15,009
Officer
Steven G. Smith 1998 357,750 12,500 8,933
Vice President 1997 -0- 12,500 7,616
1996 -0- -0- 11,194
Stephen K. Swinson 1998 318,000 9,000 5,702
Vice President 1997 -0- 9,000 5,204
1996 -0- -0- 5,946
Eugene E. Murphy 1998 258,375 9,000 8,359
Vice President and 1997 -0- 9,000 8,223
General Counsel 1996 -0- -0- 11,294
</TABLE>
- -----------------------
(1) Amounts shown in this column are bonuses earned in the year shown,
rather than bonuses paid in the year shown, except that, the following
amounts included in the Bonus column were paid in 1998 for prior years'
work: Mr. Kessel - $21,000 for 1997, Mr. Smith - $40,250 for 1996, Mr.
Swinson - $22,000 for 1997, and Mr. Murphy - $7,500 for 1997.
(2) For each of the individuals listed, in 1998 the portion of Other Annual
Compensation which is auto allowance for each respective individual is as
follows: Mr. Casten - $23,296, Mr. Kessel - $20,800, Mr. Swinson -
$14,100, Mr. Murphy - $18,278, and Mr. Smith - $14,100. In 1997, the
portion of Other Annual Compensation which is auto allowance for each
respective individual is as follows: Mr. Casten $24,192, Mr. Kessel -
$21,600, Mr. Swinson - $14,688, Mr. Murphy $18,981, and Mr. Smith -
$14,100. In 1996 the total amount of Other Annual Compensation is auto
allowance.
(3) The number and value of the aggregate restricted stockholdings
for the Named Executive Officers as of December 31, 1998 are as follows:
Mr. Casten - 37,500 shares, $428,906; Mr. Kessel 27,000
shares, $308,813; Mr. Smith - 18,000 shares, $205,875; Mr. Swinson 16,000
shares, $183,000; Mr. Murphy - 13,000 shares, $148,688.
(4) Options granted in 1998 merely replaced options granted in 1997.
(5) Amount shown is the total of the Company's matching contribution
to the 401(k) Plan, profit sharing contribution, and term life
insurance premiums.
(6) Martin S. Stone, Vice President and Chief Financial Officer of
the Company, would be included among the Named Executive Officers
if his compensation were annualized. However, based on actual
compensation, due to the fact he did not begin this employment with the
Company until July, 1998, Mr. Stone is not listed among the Named
Executive Officers.
<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<S> <C> <C> <C>
(1) Percent
Number of of Total
Securities Options/ Exercise
Underlying SARS Granted Base
Options/SARS to Employees Price
Name Granted (#) In Fiscal Year ($/Sh)
- ---------------- -------------- -------------------------------
Thomas R. Casten 30,000 9% 14.00
Richard E. Kessel 19,000 5% 14.00
Steven G. Smith 12,500 4% 14.00
Stephen K. Swinson 9,000 3% 14.00
Eugene E. Murphy 9,000 3% 14.00
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
(2)
Potential Realizable
Value at Assumed Annual
Rate of Stock Price
Expira- Appreciation
tion for Option Term
Name Date 5%($) 10%($)
- ---------------- -------------- ---------------------------------
Thomas R. Casten Sept. 25, 2008 264,136 669,372
Richard E. Kessel Sept. 25, 2008 167,286 423,935
Steven G. Smith Sept. 25, 2008 110,056 278,905
Stephen K. Swinson Sept. 25, 2008 79,241 200,812
Eugene E. Murphy Sept. 25, 2008 79,241 200,812
</TABLE>
____________________________________
(1) Options granted in 1998 merely replaced options granted in 1997. (2)
Required by the Commission for reporting purposes; does not represent the
Company's predictions for stock price appreciation.
FISCAL YEAR-END OPTIONS/SAR VALUES
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal Year-End(#) Fiscal Year End($)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
------------------ -------------
Thomas R. Casten 46,920/33,180 191,788/171,218
Richard E. Kessel 27,640/20,360 113,297/105,901
Steven G. Smith 14,020/12,880 58,641/ 66,946
Stephen K. Swinson 9,560/ 9,140 40,279/ 48,207
Eugene E. Murphy 8,700/ 9,900 57,579/ 51,156
No Named Executive Officer has exercised options in 1998.
<TABLE>
<CAPTION>
10-Year Option/SAR Repricings
<S> <C> <C> <C> <C> <C> <C>
Length
Of Orig Number
Market Exer- inal Op-
Of Sec- Price cise tion
urities of Stock Price Term
Underly- at Time at Remain-
Ing Op- of Re- Time ing at
tions/ pricing of Date of
SARs Re- or Repric- New Repricing
pricing or Amend- or Amend- Exercise or
Name Date Amended ment ment Price Amendment
(#) ($) ($) ($) (1)
- ------------------------------------------- ------- ----- ---------
Thomas R. Casten 9/25/98 30,000 $12.00 $21.00 $14.00 9 yrs
President and
Chief Executive
Officer
Richard E. Kessel 9/25/98 19,000 12.00 21.00 14.00 9 yrs
Executive Vice
President & Chief
Operating Officer
Steven G. Smith 9/25/98 12,500 12.00 21.00 14.00 9 yrs
Vice President
Stephen K. Swinson 9/25/98 9,000 12.00 21.00 14.00 9 yrs
Vice President
Eugene E. Murphy 9/25/98 9,000 12.00 21.00 14.00 9 yrs
Vice President and
General Counsel
</TABLE>
(1) Expiration date of original options was August 12, 2007. Therefore, nine
(9) years is approximate.
Stock Performance Information
The following graph assumes the investment on August 12, 1994 of $100 in
each of the four investment alternatives. For the Standard & Poor's Mid-Cap
400 Index and the Peer Groups, the initial investment was assumed to be
allocated among the respective companies based on their market
capitalizations at the start of the period. The graphs assume dividends were
reinvested when received. The Peer Groups are composed of
companies in the independent power producer sector, and includes the Company
(which represented 4.0% of the market capitalization of the
Old Peer Group at the start of the period). The other companies in the "Old
Peer Group" are AES Corporation, CalEnergy Company, Inc., Calpine Corp.,
Destec Energy, Inc., Kenetech Corp., Magma Power Company and
Sithe Energies USA, Inc., during the periods that each company has been
publicly traded. The "New Peer Group" includes these same companies plus
Cogeneration Corp. of America.
Total Return to Shareholder's
(Dividends reinvested monthly)
ANNUAL RETURN PERCENTAGE
Years Ending
Company Name/Index Dec94 Dec95 Dec96 Dec97 Dec98
- ------------------ ----- ----- ----- ----- -----
TRIGEN ENERGY CORP 25.05 0.07 48.36 -30.23 -
42.01
S&P MIDCAP 400 INDEX -0.60 30.94 19.20 32.25 19.11
OLD PEER GROUP 12.23 -1.85 66.54 47.90 6.61
NEW PEER GROUP 12.23 -1.85 66.54 48.22 5.86
INDEXED RETURNS
Base Years Ending
Period
Company Name/Index 11-Aug-94 Dec94 Dec95 Dec96 Dec9 Dec98
- ------------------ --------- ----- ----- ----- ---- -----
TRIGEN ENERGY CORP 100 125.05 125.14 185.66 129.54 75.12
S&P MIDCAP 400 INDEX 100 99.40 130.16 155.15 205.19 244.39
OLD PEER GROUP 100 112.23 110.16 183.46 271.33 289.26
NEW PEER GROUP 100 112.23 110.15 183.45 271.90 287.83
Old Peer Group Companies New Peer Group Companies
- ------------------------ ------------------------
AES CORP AES CORP
CALENERGY INC (Name change from CALENERGY INC. (Name change from
California Energy Company) California Energy Company)
CALPINE CORP CALPINE CORP
DESTEC ENERGY INC (Acquired 8/97 COGENERATION CORP OF AMERICA
By NGC Corp) DESTEC ENERGY INC (Acquired 8/97
KENETECH CORP by NGC Corp)
MAGMA POWER CO (Acquired 3/95 by KENETECH CORP
Calenergy) MAGMA POWER CO (Acquired 3/95 by
SITHE ENERGIES INC (Became Calenergy)
Private 6/96) SITHE ENERGIES INC (Became TRIGEN
ENERGY CORP private 6/96)
TRIGEN ENERGY CORP
Employment Agreements
The Company has entered into employment agreements (the
"Employment Agreements") with Thomas R. Casten, Richard E. Kessel and Eugene
E. Murphy, (the "Named Executive Officers"). Each of the Employment
Agreements was initially for a period of three years commencing as of
August 12, 1994 and is renewable for additional annual extensions unless
terminated by either party. The base salaries under the Employment
Agreements are subject to review by the Compensation Committee. The
Employment Agreements also provide for the payment of incentive compensation.
An Employment Agreement for a particular Executive Officer contains other
specified benefits only if those benefits have been approved by a member
of the Board of Directors who has been authorized to review and
approve such provisions.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the ownership of the Company's common
stock as of March 22, 1999, of each person known by the Company to own
beneficially more than 5% of the common stock outstanding as of such date.
Except as otherwise indicated, all shares are owned directly. Unless
otherwise noted, each of the stockholders has sole voting and investment
power with respect to the shares shown.
Shares Beneficially Owned
-------------------------
Name and Address of Beneficial Owner Number Percent
- ------------------------------------ ------ -------
Suez Lyonnaise des Eaux 6,507,944(1) 52.8
1, rue d'Astorg
Paris, France 75008
Elyo 6,507,944(1) 52.8
235, avenue Georges Clemenceau
Nanterre, France 92000
Cofreth American Corporation ("CAC") 4,870,670(1) 39.5
c/o John M. Malahieude
One Water Street
White Plains, New York 10601
Compagnie Parisienne de
Chauffage Urbain ("CPCU") 1,637,274(1) 13.3
185 Rue de Bercy
75012 Paris, France
Thomas R. Casten 1,141,377(2) 9.3
One Water Street
White Plains, New York 10601
Dimensional Fund Advisors Inc. 858,600(3) 7.0
- -----------------------
(1) Suez Lyonnaise owns 100% of Elyo, which directly owns 80.5% of the
outstanding voting stock of CAC, and may be deemed to own beneficially
90.7% of the outstanding voting stock of CAC due to its ownership of
stock in certain other entities which are themselves owners of
outstanding voting stock of CAC. CPCU is a direct subsidiary of Elyo.
All shares directly held by CAC or CPCU are indirectly held by Elyo and
Suez Lyonnaise.
(2) Includes 43,950 shares held by his wife and children, 322,832 shares
held by the Casten Family Limited Partnership, and 78,471 shares owned
by an S-corporation in which he shares beneficial ownership with two
other officers of the Company.
(3) Based upon information filed by Dimensional Fund Advisors Inc. with the
Securities and Exchange Commission in a report on Schedule 13G dated
February 11, 1999. Dimensional Fund Advisors Inc. is a
registered investment advisor to managed portfolios. As such, it may be deemed
to be the beneficial owner of the shares of stock set forth above.
The following table sets forth information furnished by the
following persons and, where possible, confirmed from records of the Company,
as to the number of shares of the Company's common stock beneficially owned
by the directors, the Named Executive Officers of
the Company and all directors and executive officers as a group as of March
22, 1999.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Amounts in
Col. 2 include the
following shares
subject
Amount and Nature to acquisition
of Beneficial Percent through currently
Name of Beneficial Owner Ownership(1) of Class exercisable
options
- --------------------- ----------------- -------- ----------------
Thomas R. Casten 1,141,377(2)(6) 9.1 46,920
George F. Keane 57,275(3) (4) 30,000
Richard E. Kessel 70,392 (4) 27,640
Charles E. Bayless 19,949(5) (4) 10,000
Patrick Desnos 12,627(5) (4) 10,000
Michel Bleitrach 13,456(5) (4) 10,000
Dominique Mangin d'Ouince 13,740(5) (4) 10,000
Philippe Brongniart 12,032(5) (4) 10,000
Patrick Buffet 10,830(5) (4) 10,000
Eugene E. Murphy 252,193(6) 2.1 8,700
Steven G. Smith 38,803 (4) 14,020
Stephen K. Swinson 27,186 (4) 9,560
All directors and executive
Officers as a group
(19 persons) 1,979,061(2) 16.1 243,440
- ----------------------
</TABLE>
(1) Includes shares subject to acquisition through currently
exercisable stock options. See column 4 for amounts.
(2) See Note 2 to the preceding table.
(3) Includes 15,000 shares held by the Keane Family Trust of which George
Keane is the trustee, and 275 shares held by his wife.
(4) Less than 1% of the outstanding shares.
(5) Includes shares acquired through the 1994 Director Stock Plan.
(6) Includes 78,471 shares owned by an S-corporation in which he is a
director.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Relationships with the Elyo Group
See information presented under Compensation Committee Interlocks and
Inside Participation in Compensation Decisions above.
Trenton Partnership
Trigen-Trenton Company, L.P., a limited partnership ("Trigen
Trenton"), which was formed in 1982, four (4) years before the
formation of the Company, owns and operates the community energy system
in Trenton, New Jersey. Trenton Energy Corporation, a wholly owned subsidiary
of Trigen ("TEC"), is the managing general partner of Trigen-Trenton and owns
a 72.25% partnership interest in Trigen Trenton. Mr. Casten, who is the
chief executive officer and a director of Trigen, Mr. Weiser, who is an
officer of Trigen, and Jeanne N. Murphy, whose husband is an officer of
Trigen, are general partners in Trigen-Trenton owning approximately 1.04%,
0.46%, and 0.12%, respectively, of the partnership interests. CDC is also
a general partner of Trigen-Trenton and owns 2.08% of the partnership
interests. Messrs. Casten, Weiser and Murphy own approximately 56%, 25% and
19%, respectively, of the shares of common stock of CDC. The remaining general
and limited partnership interests in Trigen-Trenton are owned by persons not
affiliated with the Company. The Company itself owns directly a 7.48%
limited partnership interest in Trigen-Trenton.
CERTAIN PROCEDURAL INFORMATION
The Company will pay the cost of the Meeting and the costs of
solicitation of proxies, including the cost of mailing the proxy
material. In addition to solicitation by mail, officers and employees of the
Company may solicit proxies by telephone, telegram or personal interview.
Such persons will receive no additional compensation for such services.
Brokerage houses, nominees, fiduciaries and other custodians will be
requested to forward solicitation material to the beneficial owners for
shares held of record by them and will be reimbursed for their expenses by
the Company.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2000 Annual
Meeting of Shareholders, including nominees for director (who have consented
to serve), must be received by the Secretary of the Company on or prior to
December 2, 1999 to be eligible for inclusion in the 2000 Proxy Statement and
form of Proxy.
Under the Company's bylaws, a shareholder may include a proposal or bring
a matter at an annual meeting by giving timely notice to our Corporate
Secretary. To be timely, that notice must be received by us not less than 60
days nor more than 90 days prior to the annual meeting. If, however, less
than 60 days notice of the meeting date is given to shareholders or if the
date of the meeting is disclosed prior to a shareholder giving notice of
such proposal, notice must be received by us not later than the close of
business or the tenth day following the date notice of the annual
meeting was mailed or disclosed.
A shareholder's notice to the Secretary of the Company shall set
forth as to each matter the shareholder proposes to bring before the meeting
(a) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (b) the
name and address, as they appear on the Company's books, of the shareholder
proposing such business, (c) the class and number of shares of the Company
which are beneficially owned by the shareholder, and (d) any material
interest of the shareholder in such business. Notwithstanding anything in
the Company's bylaws to the contrary, no business shall be conducted at
any meeting except in accordance with the procedures set forth herein. The
chairman of the meeting shall, if the facts warrant, determine that business
was not properly brought before the meeting in accordance with the provisions
contained herein, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall
not be transacted.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1998, IS BEING MAILED TO ALL
SHAREHOLDERS WITH THIS PROXY STATEMENT. SUCH ANNUAL REPORT IS NOT PART OF THE
PROXY MATERIAL. AN ADDITIONAL COPY OF SUCH ANNUAL REPORT IS AVAILABLE TO
SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO: SECRETARY, TRIGEN ENERGY
CORPORATION, ONE WATER STREET, WHITE PLAINS, NEW YORK 10601.
By order of the Board of Directors, TRIGEN ENERGY
CORPORATION
Thomas R. Casten
President and Chief Executive Officer
Dated: March 31, 1999
