SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------- ---------
Commission File No. 1-13264
TRIGEN ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-3378939
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Water Street
White Plains, New York 10601-1009
(Address of principal executive offices) (Zip Code)
(914) 286-6600
(Registrant's telephone number, including area code)
------------------------
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- ------
There were 12,357,183 shares of the Registrant's Common Stock
outstanding as of August 11, 1999.
<PAGE>
TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
INDEX TO FORM 10-Q
Quarter Ended June 30, 1999
Page
Part I - Financial Information:
Item 1. Financial Statements
Consolidated Statements of Operations for the Three
Months and Six Months Ended June 30, 1999 and
1998 (Unaudited) 3
Consolidated Balance Sheets as of June 30, 1999
(Unaudited) and December 31, 1998 4
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 1999 and 1998 (Unaudited) 5
Notes to Consolidated Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Item 3.Quantitative and Qualitative Disclosures
About Market Risk 13
Part II - Other Information: 14
Signatures: 15
Disclosure Regarding Forward-Looking Statements
THIS REPORT INCLUDES HISTORICAL INFORMATION AS WELL AS
STATEMENTS REGARDING OUR FUTURE EXPECTATIONS. THE STATEMENTS
REGARDING THE FUTURE (REFERRED TO AS "FORWARD-LOOKING STATEMENTS")
INCLUDE AMONG OTHER THINGS STATEMENTS ABOUT ENERGY MARKETS IN
1999, COST REDUCTION TARGETS, RETURN ON CAPITAL GOALS,
DEVELOPMENT, PRODUCTION AND ACCEPTANCE OF NEW PRODUCTS AND PROCESS
TECHNOLOGIES, ONGOING AND PLANNED CAPACITY ADDITIONS AND
EXPANSIONS AND JOINT VENTURES. IMPORTANT FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DISCUSSED IN SUCH
FORWARD-LOOKING STATEMENTS INCLUDE: SUPPLY/DEMAND FOR OUR
PRODUCTS, COMPETITIVE PRICING PRESSURES, WEATHER PATTERNS, CHANGES
IN INDUSTRY LAWS AND REGULATIONS, COMPETITIVE TECHNOLOGY, FAILURE
TO ACHIEVE OUR COST REDUCTION TARGETS OR COMPLETE CONSTRUCTION
PROJECTS ON SCHEDULE AND YEAR 2000 COMPUTER RELATED DIFFICULTIES.
WE BELIEVE IN GOOD FAITH THAT THE FORWARD-LOOKING STATEMENTS IN
THIS REPORT HAVE A REASONABLE BASIS, INCLUDING WITHOUT LIMITATION,
MANAGEMENT'S EXAMINATION OF HISTORICAL OPERATING TRENDS, DATA
CONTAINED IN OUR RECORDS AND OTHER DATA AVAILABLE FROM THIRD
PARTIES, BUT SUCH FORWARD LOOKING STATEMENTS ARE NOT GUARANTEES OF
FUTURE PERFORMANCE AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
ANY RESULTS EXPRESSED OR IMPLIED BY SUCH FORWARD LOOKING
STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
Part I - Financial Information
Item 1. Financial Statements
TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months and Six Months Ended June 30, 1999 and 1998
Unaudited
(In thousands, except per share data)
Three Months Six Months
-------------------- --------------------
1999 1998 1999 1998
---- ----- ------------------
<S> <C> <C> <C> <C>
Revenues
Thermal energy $ 42,291 $ 37,068 $112,976 $97,278
Electric energy 10,846 8,880 21,639 20,209
Equity in earnings of non-consolidated
partnerships 3,878 1,323 4,024 2,026
Fees earned and other revenues 3,871 3,523 7,676 6,193
---------- ---------- ----------- ------
Total revenues 60,886 50,794 146,315 125,706
---------- ---------- ----------- ------
Operating expenses
Fuel and consumables 23,290 20,296 61,581 52,697
Production and operating costs 13,773 11,714 27,307 24,050
Depreciation and amortization 6,359 5,912 12,449 11,562
General and administrative 9,836 10,600 20,465 19,319
---------- --------- -------- --------
Total operating expenses 53,258 48,522 121,802 107,628
---------- ---------- -------- --------
Operating income 7,628 2,272 24,513 18,078
Other income (expense)
Interest expense ( 6,126) (5,826) (12,406) (11,567)
----------- --------- -------- --------
Other income, net 14,989 4,313 15,347 4,599
----------- --------- -------- --------
Earnings before minority interests, income
taxes, extraordinary item, and
cumulative effect of a change in an
accounting principle 16,491 759 27,454 11,110
Minority interests in earnings of
subsidiaries 536 782 1,040 1,575
---------- ---------- -------- ------
Earnings before income taxes, extraordinary
item and cumulative effect of a change
in an accounting principle 15,955 (23) 26,414 9,535
Income taxes 6,605 (10) 10,935 4,100
---------- ---------- ------- -------
Earnings before extraordinary item and
cumulative effect of a change
in an accounting principle 9,350 (13) 15,479 5,435
Extraordinary loss from extinguishment of
debt, net of tax benefit - - - - - - (299)
Cumulative effect of change in an
accounting principle, net of tax benefit - - - - (4,903) - -
---------- ---------- -------- -------
Net earnings (Losses) $9,350 $ (13) $10,576 $ 5,136
========== ========== ======= =======
Basic earnings per common share
Before extraordinary item and cumulative
effect of a change in an accounting
principle $ .78 - - $ 1.29 $ .45
Extraordinary loss - - - - - - ( .03)
Cumulative effect of change in an
accounting principle - - - - (.41) - -
---------- ---------- -------- ------
Net earnings $ .78 $ - - $ .88 $ .42
========== ========== ======== =======
Diluted earnings per common share
Before extraordinary item and cumulative
effect of a change in an accounting
principle $ .78 $ - - $ 1.29 $ .45
Extraordinary loss - - - - - - ( .03)
Cumulative effect of change in an
accounting principle - - - - ( .41) - -
---------- ---------- --------- -------
Net earnings $ .78 $ - - $ .88 $ .42
========== ========== ========= ======
Average shares outstanding - basic 12,051 12,031 12,027 12,017
---------- ---------- --------- -------
Average shares outstanding - diluted 12,073 12,031 12,037 12,019
---------- ---------- --------- -------
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Unaudited
(In thousands, except share data)
June 30, December 31,
1999 1998
------------ -----------
- -
<S> <C> <C>
Current assets
Cash and cash equivalents $ 14,130 $ 10,074
Accounts receivable
Trade (less allowance for doubtful accounts
of $1,141 in 1999 and $1,202 in 1998) 34,739 35,236
Other 6,645 5,686
-------- -------
Total accounts receivable 41,384 40,922
Inventories 7,299 7,074
Prepaid expenses and other current assets 6,393 8,016
-------- ---------
Total current assets 69,206 66,086
Restricted cash and cash equivalents 4,576 4,623
Property, plant and equipment, net 472,872 442,755
Investment in non-consolidated partnerships 44,880 30,319
Intangible assets, net 47,435 49,968
Deferred costs and other assets, net 23,678 24,405
----------- ----------
Total assets $662,647 $618,156
========= ========
Liabilities and Stockholders' Equity
Current liabilities
Short-term debt $ - - $ 15,000
Current portion of long-term debt 16,859 16,398
Accounts payable 6,052 4,756
Accrued income taxes 7,070 5,728
Accrued fuel 8,636 14,121
Accrued expenses and other current liabilities 29,651 19,626
--------- ---------
Total current liabilities 68,268 75,629
Long-term debt 378,153 343,685
Other liabilities 3,987 4,254
Deferred income taxes 43,911 39,422
--------- ---------
Total liabilities 494,319 462,990
Minority interests in subsidiaries 9,013 7,238
Stockholders' equity
Preferred stock-$.01 par value, authorized
and unissued 15,000,000 shares - - - -
Common stock-$.01 par value, authorized
60,000,000 shares, issued
12,417,934 shares in 1999 and 1998 124 124
Additional paid-in capital 120,239 120,595
Retained earnings 46,129 36,417
Unearned compensation - restricted stock (4,651) (4,967)
Accumulated other comprehensive loss (1,569) (2,002)
Treasury stock, at cost, 61,709 shares in
1999 and 145,842 shares in 1998 ( 957) (2,239)
--------- ----------
Total stockholders' equity 159,315 147,928
----------- ---------
Total liabilities and stockholders' equity $662,647 $618,156
======== =========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<<CAPTION>
TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1999 and 1998
Unaudited
(In thousands)
1999 1998
------ ------
<S> <C> <C>
Cash flows from operating activities
Net earnings $ 10,576 $ 5,136
Reconciliation of net earnings to cash
provided by operating activities
Non-cash after-tax gain on litigation
settlement ( 8,518) - -
Extraordinary item - - 299
Cumulative effect of a change in an
accounting principle 4,903 - -
Depreciation and amortization 13,265 12,361
Deferred income taxes 4,489 202
Provision for doubtful accounts 172 269
Minority interests in subsidiaries 782 1,575
Changes in assets and liabilities
Accounts receivable (83) 10,181
Inventories and other current assets 1,398 417
Accounts payable and other current liabilities 4,678 (2,347)
Noncurrent assets and liabilities ( 5,115) (2,567)
-------- --------
Net cash provided by operating activities 26,547 25,526
-------- --------
Cash flows from investing activities
Acquisition of energy facilities. (354) (44,100)
Investments in non-consolidated partnerships (310) (990)
Capital expenditures (40,197) (20,133)
---------- ---------
Net cash used in investing activities (40,861) (65,223)
---------- ---------
Cash flows from financing activities
Short-term debt, net (15,000) (14,200)
Proceeds of long-term debt 43,470 84,850
Payments of long-term debt (9,246) (24,356)
Dividends paid (864) (863)
Purchase of treasury stock (38) (775)
Distribution to minority interests - - (1,550)
-------- -------
Net cash provided by financing activities 18,322 43,106
-------- --------
Cash and cash equivalents
Increase 4,008 3,409
At beginning of period 14,698 13,693
--------- --------
At end of period $18,706 $17,102
======= =======
Current $14,130 $12,431
Restricted 4,576 4,671
-------- --------
At end of period $18,706 $17,102
======= =======
Supplemental disclosure of cash flow information
Cash paid during the period for
Interest $11,750 $10,606
-------- --------
Income taxes 2,906 1,421
-------- -------
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Trigen Energy Corporation and its subsidiaries ("we"),
develop, own and operate commercial and industrial energy systems
in the United States, Canada and Mexico. We use our expertise in thermal
engineering and proprietary cogeneration processes to convert fuel
to various forms of thermal energy and electricity. We combine
heat and power generation, producing electricity as a by-product,
for use in our facilities and for sale to customers.
The consolidated financial statements of Trigen Energy
Corporation and its subsidiaries presented herein are unaudited.
However, such information reflects all adjustments, consisting of
normal recurring adjustments, which are, in the opinion of
management, necessary to present fairly the financial position as
of June 30, 1999, and the results of operations for the three and
six months ended June 30, 1999 and 1998 and the cash flows for the
six months ended June 30, 1999 and 1998. The results of
operations for the three and six month periods ended June 30, 1999
and cash flows for the six month period ended June 30, 1999 are
not indicative of those to be expected for the year ending
December 31, 1999. These financial statements should be read in
conjunction with the audited consolidated financial statements and
notes thereto for the year ended December 31, 1998 included in our
Annual Report on Form 10-K for the year ended December 31, 1998.
Certain reclassifications have been made to the 1998 financial
statements to conform to the 1999 presentation.
2. Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities" ("SFAS No.
133"). SFAS No. 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging
activities. We are required to adopt SFAS No. 133 for fiscal
years beginning after June 15, 2000. Based on preliminary
analyses, we do not expect the future adoption of SFAS No. 133 to
have a material effect on results of operations and financial
condition.
3. Supplementary Income Information
Included in other income, net for the three months and six
months ended June 30, 1999 is a gain of $14.5 million related to
the Grays Ferry Cogeneration Partnership litigation settlement
agreement. The gain represents the market value of the share of
Adwin's interest in the Partnership that has been surrendered to
us as part of this settlement. (See Note 6- Legal Proceedings).
Included in other income, net for the three months and six months
ended June 30, 1998 were gains of $2.1 million from the sale of
nitrogen oxide emission allowances and $1.7 million from an
insurance settlement.
<PAGE>
TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. Cumulative Effect of a Change in an Accounting Principle
Effective January 1, 1999, we adopted the American Institute
of Certified Public Accountants Statement of Position No. 98-5,
"Reporting on the Costs of Start-Up Activities" ("SOP 98-5"). SOP
98-5 requires that costs associated with start-up activities and
organizational costs be expensed as incurred. The effect of the
adoption was an after-tax charge of $4.9 million, net of a tax
benefit of $3.5 million, to expense deferred organizational and
start-up costs as a cumulative effect of a change in an accounting
principle.
5. Extraordinary Item
We incurred an extraordinary charge of $.3 million, net of a
tax benefit of $.2 million, in the six months ended June 30, 1998
in connection with the early retirement of debt.
6. Legal Proceedings
Grays Ferry Settlement
On April 23, 1999, the Pennsylvania Court of Common Pleas of
Philadelphia County approved a settlement agreement which ended
the lawsuit brought by Grays Ferry Cogeneration Partnership (the
"Partnership"), Trigen-Schuylkill Cogeneration, Inc. and Cogen
America Schuylkill Inc. against PECO Energy Company and Adwin
(Schuylkill) Cogeneration, Inc. The Partnership is the owner of
the Grays Ferry Cogeneration Facility located in Philadelphia,
Pennsylvania. The Partnership, Trigen-Schuylkill and Cogen
America commenced this lawsuit in reaction to the alleged
termination by PECO on March 3, 1998, of the electric power
purchase agreements between the Partnership and PECO (the "Power
Purchase Agreements").
Prior to the settlement we owned a one third interest in the
Partnership through our wholly owned subsidiary, Trigen-Schuylkill.
Cogen America and Adwin owned the other two-thirds interests in the
Partnership. Adwin is an indirect wholly owned subsidiary of PECO.
Under the settlement agreement PECO's subsidiary, Adwin,
surrendered its rights to its one-third partnership interest in the
Partnership to the two remaining partners, Trigen-Schuylkill and
Cogen America. As a result, we own one half of the Partnership and
Cogen America owns the other half. During the quarter ended June
30, 1999, we recognized an after tax gain of $8.5 million ($.71
per diluted share) which represents the market value of our share
of Adwin's interest.
Separately, The Chase Manhattan Bank and Westinghouse Power
Generation, which financed the construction of the Gray's Ferry
Cogeneration facility, agreed to dismiss their lawsuits against
PECO. The Chase Manhattan Bank also agreed that they will not
charge the Partnership for any default interest up to April 16,
1999. During the quarter, the Partnership therefore reversed
previously accrued default interest of $2.9 million including $1.8
million that was recorded in 1998. Our share of the interest
reversal was $1.4 million.
<PAGE>
TRIGEN ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In the year 2001, the energy price under the Power Purchase
Agreements will begin to be based upon a percentage of a market
based index, which we expect to produce substantially lower
revenues from sales to PECO than the more favorable rates of the
early contract years. Under the settlement agreement, the
Partnership gained the right to sell to third parties electric
energy and capacity from the facility in excess of the 150
megawatts which PECO is required to purchase under the Power
Purchase Agreements, subject to a right of first refusal for PECO.
We expect that the ability to sell to third parties electric
energy and capacity above the 150 megawatts under contract to
PECO, will result in an opportunity to improve the financial
performance of the Partnership. The Partnership will now have the
ability to institute capital modifications to the combustion
turbine to increase electric capacity during the summer months
when the price of electric capacity and energy are historically
the highest.
7. Comprehensive Income
Effective January 1, 1998, we adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income".
This statement requires disclosure of all items recognized under
accounting standards as components of comprehensive income.
Following are the components of comprehensive income for the three
months and six months ended June 30, 1999 and 1998 (in thousands).
Three Months Ended Six Months Ended
June 30 June 30
----------------- -----------------
1999 1998 1999 1998
---- ----- ---- -----
Net earnings $9,350 (13) $10,576 $5,136
Other comprehensive income
Cumulative foreign currency
translation adjustment 367 22 433 19
------ ---- ------- ------
Comprehensive income $9,717 $ 9 $11,009 $5,155
====== ===== ======= ======
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Three Months ended June 30, 1999 compared with Three Months ended
June 30, 1998.
Overview
For the quarter ended June 30, 1999, we reported earnings of
$9.4 million or $.78 per diluted share. This compared with a $13
thousand loss in the second quarter of 1998. Revenues were $60.9
million in the second quarter compared with $50.8 million last
year. Second quarter operating income of $7.6 million increased
$5.3 million over the $2.3 million in the like quarter last year.
This increase reflects higher sales volume in most of the district
energy systems, positive contributions from new industrial
accounts and the absence of 1998 special cost adjustments. In
addition, equity earnings for unconsolidated subsidiaries
increased by $2.6 million versus the second quarter of 1998 due to
an increase in our ownership share of the Grays Ferry Cogeneration
Partnership from April 23rd forward and the reversal of accrued
default interest expense on the Partnership debt. A significant
portion of our revenues and profits are subject to seasonal
fluctuation due to peak heating demand in the winter and peak
cooling demand in the summer.
Revenues
Revenues of $60.9 million were up $10.1 million or 20% from
the second quarter of 1998, due to increased sales volume in most
of the district energy systems and positive contributions from our
new industrial accounts which became operational in 1999. Thermal
energy sales were up $5.2 million to $42.3 million while electric
energy sales increased by $2.0 million to $10.8 million. Equity
earnings from unconsolidated subsidiaries were up $2.6 million
from the second quarter of 1998, primarily due to an increase in
our ownership share of the Grays Ferry Cogeneration Partnership to
50% from 33 and 1/3% and from our $1.4 million share of the
reversal of accrued default interest on the Partnership debt
through April 16, 1999.
Operating Expenses
Fuel and consumables costs were $23.3 million in the second
quarter of 1999 compared with $20.3 million in 1998. This
increase was due to the higher level of energy revenues and the
addition of fuel and consumables costs associated with new
industrial accounts.
Production and operating costs increased $2.1 million to
$13.8 million in the second quarter due to the increase in
revenues and the inclusion of production and operating costs
associated with new industrial accounts.
General and administrative expenses were down $.8 million
from the second quarter 1998 primarily due to the absence of 1998
special cost adjustments of $2.0 million for insurance and
employee related costs.
Other Income, Net
The $10.7 million increase in other income, net is primarily
the result of recognizing the gain from our share of the Adwin
interest in the Grays Ferry Cogeneration Partnership which was
surrendered to us on April 23, 1999 as part of a legal settlement
agreement (see Note 6-Legal Proceedings). We recorded a pre-tax
gain of $14.5 million which represents the market value of the
share of Adwin's interest in the Partnership that was surrendered
to us. Second quarter 1998 included the net results from gains of
$2.1 million from the sale of nitrogen oxide emission allowances
and $1.7 million from an insurance settlement.
Income Taxes
Our effective tax rate is determined primarily by the federal
statutory rate of 35%, and state and local income taxes. The
effective income tax rate for the second quarter of 1999 and 1998
was 41.4% and 43.0%, respectively.
Six months ended June 30, 1999 compared with six months ended June
30, 1998
Overview
For the six months ended June 30, 1999, we reported earnings
before a cumulative effect of a change in accounting principle of
$15.5 million or $1.29 per diluted share. This compared to $5.4
million and $.45 of diluted earnings per share before
extraordinary item last year. Net earnings for the six months
ended June 30, 1999, amounted to $10.6 million or $.88 per diluted
share after the effect of the adoption of the change in accounting
principle. Operating income was $24.5 million on revenues of
$146.3 million in the first six months of 1999 compared with
operating income of $18.1 million on revenues of $125.7 million in
1998. The operating margin was 16.8% in 1999 compared with 14.4%
in 1998.
Revenues
Revenues of $146.3 million were up $20.6 million or 16.4%
over 1998. Thermal energy sales increased $15.7 million to $113.0
million and electric energy sales increased $1.4 million to $21.6
million. The increase in thermal energy sales is due to increased
sales volume reflecting a colder winter than 1998 and from
positive contributions from our new industrial accounts which
became operational in 1999. Equity earnings from unconsolidated
subsidiaries increased 99% to $4.0 million. This is primarily due
to the increase in our ownership share of the Grays Ferry
Cogeneration Partnership to 50% from 33 and 1/3% and from our $1.4
million share of the reversal of accrued default interest on the
Partnership debt through April 16, 1999. Fees earned and other
revenues increased $1.5 million to $7.7 million primarily due to
increased equipment sales and to new industrial accounts.
Operating Expenses
Fuel and consumables costs were $61.6 million compared with
$52.7 million last year. This is due to the higher level of
energy revenues and the addition of fuel and consumables costs
associated with new industrial accounts.
Production and operating costs increased 13.5% to $27.3
million due to the increase in revenues and operating costs
associated with new industrial accounts.
Depreciation and amortization expense was $12.4 million
versus $11.6 million in 1998. The increase reflects the higher
level of capital expenditures.
General and administrative expenses increased $1.1 million
compared to 1998. Expenses in 1998 included special cost
adjustments of $2.0 million for insurance and employee related
costs. Increased costs in 1999 are primarily due to legal
expenses incurred in pursuing the Oklahoma City antitrust lawsuit
against OG&E, and from overhead related to new industrial
accounts.
Interest Expense, Net
Interest expense increased $.8 million to $12.4 million due
to higher debt levels.
Other Income, Net
Other income, net is up $10.7 million compared to 1998. This
is primarily due to recognizing the gain from our share of the
Adwin interest in the Grays Ferry Cogeneration Partnership which
was surrendered to us on April 23, 1999 as part of a legal
settlement agreement (see Note 6-Legal Proceedings). We recorded
a pre-tax gain of $14.5 million which represents the market value
of the share of Adwin's interest in the Partnership that was
surrendered to us. 1998 other income, net included the net
results from gains of $2.1 million from the sale of nitrogen oxide
emission allowances and $1.7 million from an insurance settlement.
Income Taxes
Our effective tax rate is determined primarily by the federal
statutory rate of 35%, and state and local income taxes. The
effective tax rate for 1999 and 1998 was 41.4% and 43.0%,
respectively.
Cumulative effect of a Change in an Accounting Principle
We incurred an after-tax charge of $4.9 million, net of a tax
benefit of $3.5 million, related to the adoption of SOP 98-5
"Reporting on the Costs of Start-Up Activities" which was recorded
as a cumulative effect of a change in an accounting principle.
Reference is made to Note 4 of the Notes to Consolidated Financial
Statements with respect to the cumulative effect of a change in an
accounting principle.
Liquidity and Financial Position
Cash and cash equivalents were $18.7 million at June 30, 1999
(which included $4.6 million of restricted cash and cash
equivalents), an increase of $4.0 million from year end 1998.
Working capital was $.9 million compared with a negative $9.5
million at December 31, 1998. At June 30, 1999, receivables and
inventories increased slightly to $41.4 million and $7.3 million,
respectively from the balances at the end of 1998. Accounts
payable were up $1.3 million to $6.1 million, accrued fuels
decreased by $5.5 million to $8.6 million and accrued expenses and
other current liabilities were up $10.0 million to $29.7 million
at June 30, 1999. Our working capital requirements vary in line
with the peak heating demand in the winter and peak cooling demand
in the summer.
During the first six months of 1999, we generated
$26.5 million of cash from operating activities compared with
$25.5 million in the like period last year. The increase in cash
generated from operations in 1999 was due primarily to increased
earnings and improved working capital. During the first six
months of 1999, we invested $40.2 million in capital expenditures,
$.6 million in the acquisition of energy facilities and non-
consolidated partnership investments and paid dividends of $.9
million to shareholders.
Total debt was $395.0 million at June 30, 1999 compared with
$375.1 million at the end of 1998. The $19.9 million increase,
along with cash generated from operations, was predominately used
to fund capital expenditures.
During the first six months of 1999, stockholders' equity
increased $11.4 million to $159.3 million at June 30, 1999. This
increase reflects $10.6 million of net earnings, $.3 million of
amortization of unearned compensation related to restricted
shares, a $.4 million cumulative translation adjustment and a
profit sharing contribution of $.9 million, partially offset by
$.9 million of dividend payments to shareholders.
Reference is made to Note 6 of the Notes to Consolidated
Financial Statements with respect to legal proceedings involving
the Company.
Year 2000 Date Conversion
An issue affecting us and other businesses is the inability
of many computer systems and applications to process the year 2000
("Y2K") and beyond. To address this problem, we have developed a
plan that divides direction for Y2K preparedness into four
responsibility areas. These areas are Plant Production, Plant Non-
Production, Desktop Systems and Corporate Systems.
Plant Production includes primary plant systems that produce
steam, chilling and hot water, electricity and other forms of
energy. A plan to upgrade all non-compliant software and hardware
has been underway since 1996. We have completed testing of our
material Plant Production systems for Y2K compatibility. At this
time, we believe that all of our material Plant Production systems
are Y2K compatible.
Plant Non-Production includes Y2K issues related to
telecommunications hardware, climate control systems, security
systems, elevators, parking controls, and related systems.
Generally, these systems achieve 100% compliance with minor
hardware upgrades or chip replacements from original parts
manufacturers. At this time, we believe that all of our material
Plant Non-Production systems are Y2K compliant.
We anticipate all Desktop systems to be compliant by September
1999 and Corporate Systems, which include financial and billing
systems, to be compliant by December 1999. At this time, we
believe our accounting system is Y2K compliant. We are in the
process of upgrading our billing and other systems to achieve
compliance. If we are not successful in these efforts, we believe
that it would not impact our ability to serve our customers,
although we may experience administrative difficulties.
We estimate the total external cost to achieve Y2K compliance
to be $1 million for the years 1997 through 1999. We believe we
are staffed sufficiently to address all Y2K issues.
We purchase raw material from key vendors to produce energy.
These vendors include major natural gas, electricity, and water
utilities, fuel oil and chemical distributors and coal producers.
We will continue to survey our key vendors to determine their Y2K
compliance. At this time, we do not expect any material
disruption in services from vendors due to Y2K issues. We are,
however, dependent in part, upon the ability of our vendors to be
Y2K compliant.
Our Y2K efforts are ongoing and our overall plan, as well as
consideration of contingency plans, will continue to evolve as new
information becomes available. At this time, we do not expect any
major interruption of our business activities due to Y2K issues.
However, we are unable to estimate the ultimate effect Y2K risks
will have on our operating results.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk
We do not engage in the trading of market risk sensitive
instruments in the normal course of business. Our short and long-
term debt is subject to fixed and variable interest rates
including rates based primarily on LIBOR. Based upon the debt
balances at June 30, 1999, a change in the LIBOR rate of .25%
would have a corresponding change in interest expense of
approximately $602,000 per year when three-month LIBOR is over
7.5% ranging to approximately $730,000 per year when three-month
LIBOR is under 6.0%. Three-month LIBOR at June 30, 1999 was 5.37%.
We use financial instruments to limit the financial risk of
increases in interest rates on our floating rate debt. The
differential to be paid or received under financial instruments is
accrued and recognized in interest expense as interest rates
change. As of June 30, 1999, we had outstanding interest rate
swap, cap and collar agreements related to $41.6 million of debt
outstanding, with an average fixed interest rate of 5.8% and an
average remaining life of 5.7 years. If Trigen had liquidated the
swap, cap and collar the amount received would have approximated
$290,000. We do not expect these financial instruments to have a
material effect on our earnings or cash flows.
Part II - Other Information
Item 1. Legal Proceedings.
We report information regarding our legal proceedings under
Note 6 to the Consolidated Financial Statements in this Report and
in our Annual Report on Form 10-K for the year ended December 31,
1998 as well as in other reports we have filed with the SEC
earlier this year.
Item 3. Defaults Upon Senior Securities.
As part of the settlement of the lawsuit between Grays Ferry
Cogeneration Partnership (the "Partnership") and PECO Energy
Company, The Chase Manhattan Bank and certain other commercial
banks (collectively the "Banks") and Westinghouse Power Generation
agreed to waive claims for default interest against the
Partnership up to April 16, 1999. The Banks and Westinghouse
financed the construction of the Grays Ferry Cogeneration Facility
under separate loan agreements. The Partnership owes a total
principal amount of approximately $84,400,000 to the Banks. The
Partnership owes a total principal amount of approximately
$15,000,000 to Westinghouse.
As of the date of this Report, the Partnership is in default
under its debt agreements with the Banks and Westinghouse for the
following reasons. The Partnership did not convert on time the
Bank's short term construction loan for the Grays Ferry
Cogeneration Facility to a longer term loan. The Partnership
could not complete that conversion because of a dispute with the
construction contractor which has now been resolved. The
Partnership also did not make a principal payment to Westinghouse
because the Banks required the Partnership to apply the
Partnership's available cash (net of operating expenses) to
repayment of principal owed to the Banks.
Westinghouse and the Banks have not accelerated the debt owed
to them nor charged default interest against the Partnership,
although the Banks have reserved their rights to do so.
We expect to resolve all outstanding default issues with the
Banks and Westinghouse in the third quarter of 1999.
Item 4. Submission of Matters to a Vote of Security Holders.
The annual meeting of security holders was held in
Philadelphia, Pennsylvania on May 19, 1999. The security holders
voted, as recommended by management, for the election to the Board
of Directors of Messrs. Patrick Buffet, George F. Keane, Thomas R.
Casten, Philippe Brongniart, Olivier Degos, (11,374,118 votes for,
233,809 votes withheld for Messrs. Buffet, Keane, Casten and
Degos; 11,372,998 votes for and 234,929 votes withheld for Mr.
Brongniart), and ratified the selection of Arthur Andersen LLP as
the Company's independent certified public accountants for the
fiscal year ending December 31, 1999 (11,600,175 votes for and
2,224 votes against, 5,527 abstained). The following director's
terms of office continued after the meeting: Messrs. Richard E.
Kessel, Charles E. Bayless, Michel Bleitrach, and Dominique Mangin
d'Ouince.
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this amendment:
10.35 Form of Confidentiality, Non-Compete and Severance
Agreement, dated July 28, 1998 between Trigen and Martin S. Stone.
27 Financial Data Schedule
(b) The following reports on Form 8-K were filed during the
quarter ended June 30, 1999
Item 2. Acquisition or Disposition of Assets, April 27, 1999.
Form 8-K/A-1. (Amendment of April 27, 1999 Form 8-K) Item 2.
Acquisition or disposition of Assets, June 9, 1999.
Form 8-K/A-2. Item 2. Acquisition or Disposition of Assets,
and
Item 7. Financial Statements and Exhibits, July 2, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
TRIGEN ENERGY CORPORATION
/s/ MARTIN S. STONE
------------------------------
Martin S. Stone
Vice President Finance &
Chief Financial Officer
/s/ DANIEL J. SAMELA
------------------------------
Daniel J. Samela
Controller
Date: August 13, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC Form
10-Q for quarter ending June 30, 1999 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> $ 18,706
<SECURITIES> 0
<RECEIVABLES> 42,525
<ALLOWANCES> 1,141
<INVENTORY> 7,299
<CURRENT-ASSETS> 69,206
<PP&E> 578,862
<DEPRECIATION> 105,990
<TOTAL-ASSETS> 662,647
<CURRENT-LIABILITIES> 68,268
<BONDS> 378,153
0
0
<COMMON> 124
<OTHER-SE> 159,191
<TOTAL-LIABILITY-AND-EQUITY> 662,647
<SALES> 146,315
<TOTAL-REVENUES> 146,315
<CGS> 101,337
<TOTAL-COSTS> 121,802
<OTHER-EXPENSES> ( 14,307)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,406
<INCOME-PRETAX> 26,414
<INCOME-TAX> 10,935
<INCOME-CONTINUING> 15,479
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> ( 4,903)
<NET-INCOME> 10,576
<EPS-BASIC> .88
<EPS-DILUTED> .88
</TABLE>
EXHIBIT 10.35
CONFIDENTIALITY, NON-COMPETE AND
SEVERANCE AGREEMENT
THIS AGREEMENT is made on May 21, 1999 between Martin S.
Stone (the "Key Employee") and Trigen Energy Corporation (the "Company").
WHEREAS, the Company has retained the Key Employee to serve
as its Vice President Finance and Chief Financial Officer, upon mutually agreed
terms; and
WHEREAS, the Company and the Key Employee agree that
certain benefits should accrue to the Key Employee and
reasonable restrictions be imposed on the Key Employee in
connection with Key Employee's employment by the Company.
WHEREAS, in consideration of the severance provisions and
other covenants agreed to by the Company in this Agreement, the
Key Employee is willing to surrender his rights to severance
payments on termination of his employment described on page 2 of
the letter dated July 27, 1998, a true and correct copy of which
is attached hereto as Exhibit A, under the heading "Severance
Provision" and to comply with the provisions of this Agreement.
NOW THEREFORE, in consideration of the mutual promises of
the parties herein, the Key Employee and the Company agree to
the following provisions in connection with the employment of
the Key Employee by the Company:
1. Severance Benefts. Except as provided in Section 2
and 3 below, the Key Employee will be eligible for the
applicable severance benefits set forth in this Agreement if the
Key Employee is permanently terminated by the Company for any
reason other than for cause. If the Key Employee is terminated
for cause, the Key Employee agrees that he will be entitled to
payment of his accrued and unused vacation only. For the
purposes of this Agreement "for cause" shall mean any
termination of employment based upon:
(a) any material breach of Sections 7 or 8 of this Agreement;
or
(b) any conviction of any felony or misdemeanor involving moral
turpitude or conviction of any other crime which the Board
of Directors reasonably deems to involve fraud; or
(c) any act or omission which the Board of Directors reasonably
deems to constitute gross negligence or misconduct inimical
to the best interests of the Company in the performance of
the Key Employee's obligations, duties and responsibilities
as an officer and employee of the Company.
Discharge for cause will be effective immediately upon the Key
Employee's receipt of
1
written notice of termination of employment or such later date
as may be specified in that notice; provided that, the notice
shall contain the specific reasons and the specific event or
events upon which the discharge is predicated.
2. In the event of the death of the Key Employee during
the term of his employment by the Company, such employment shall
be deemed to terminate on the date of the Key Employee's death
and no severance benefits set forth in this Agreement shall
accrue and be owing by the Company to the estate or heirs or
representatives of said Key Employee, other than payment for
accrued but unused vacation time.
3. Upon a voluntary termination of employment by the Key
Employee, no severance benefits as set forth in this Agreement
shall be due to the Key Employee, other than payment for accrued
but unused vacation time. The employment of the Key Employee
shall be deemed to terminate upon the written or oral
resignation by the Key Employee.
4. Except for a termination "for cause", or pursuant to
Sections 2 or 3, above, the Company shall give the Key Employee
not less than ninety (90) days written notice of any
termination of his employment by the Company. Thereafter, in
the case of any termination of his employment, other than a
termination by the Company "for cause" or pursuant to Sections 2
or 3, in addition, the Company shall pay to the Key Employee a
lump surn severance benefit equal to twelve (12) months of his
then current annual base salary and any full and/or prorated
bonus payments due and owed to the Key Employee. If prior to
the termination of the Key Employee, the Compensation Committee
of the Board of Directors of the Company provides for a
"retirement" program for its employees then the Key Employee
will be bound by that program and will be offered the same
benefits defined by that program for other similarly situated
Vice Presidents subject to the eligibility criteria of the
program.
In the event that Key Employee's employment is terminated
within a one (1) year period immediately following a Change in
Control (as defined below), for any reason other than "for
cause", death or pursuant to a voluntary termination, then in
addition to the foregoing ninety day notice and twelve month
payment the Company shall pay to the Key Employee an additional
year of the Key Employee's then current annual base salary, or
such greater severance benefit as may be then generally
applicable to Corporate Vice Presidents.
For the purposes of this Agreement, a "Change in Control"
shall be deemed to have taken place if after the date of
execution of this Agreement (i) any person, including a "group"
as described in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended, (other than Suez Lyonnaise Des Eaux and its
affiliates) becomes the owner or beneficial owner of the
Company's common stock, having 40% or more of the combined
voting power of the then outstanding common stock of the Company
that may be cast for the election of directors of the Company
(other than as a result of an issuance of securities initiated
by the Company), or (ii) the persons who were directors of the
Company before the date of execution of this Agreement
2
shall cease to constitute a majority of the Board of Directors
of the Company, or any successor to the Company, as the direct
or indirect result of, or in connection with, any cash tender or
exchange offer, merger or other business combination, sale of
assets or contested election, or any combination of the
foregoing transactions.
5. Notwithstanding any of the foregoing, the Key Employee will
be required to sign a release agreement, in the form and
substance as usual and customary for other Company employees,
waiving all claims against the Company in order to receive any
of the post termination benefits or other payments described in
this Agreement. The Key Employee agrees that if he refuses to
sign such a payments owed release, the Company may reduce in
whole or in part the post termination benefits and/or other
payments owed to the Key Employee.
6. Except for a termination "for cause", or pursuant
to Sections 2 or 3, above, the following employee benefits, or such
greater employee benefits as may be then generally offered to Corporate
Vice Presidents following termination, will be provided during the twelve
(12) month period immediately following the date of termination:
(a) Individual executive level outplacement service, internally
or externally as required; and
(b) The Company will, at its option, either pay the Key
Employee's health care continuation coverage ("COBRA")
premiums, or require the Key Employee to pay such premiums
but pay to the Key Employee an additional amount or
severance pay equal to said premiums, if the Key Employee
elects such coverage.
7. Non-Competition. During the period of the Key
Employee's employment by the Company and for one year after any
termination thereof (the "Non-Competition Period"), the Key
Employee will not without prior written permission engage,
directly or indirectly, including without limitation as a
director, officer, employee, member, advisor, agent, or in any
other capacity, or become an owner in whole or part, of any
person, partnership, corporation or other entity engaged in
district heating or cooling, cogeneration relating to district
heating and cooling, providing building management services with
respect to heating, ventilating or air conditioning, or other
principal business activities of the Company or any of its
subsidiaries in territories in which, at the time of termination
of the Key Employee's employment, the Company or its
subsidiaries have or are developing operations (the
"Territories"). Ownership by the Key Employee of less than 5%
of the outstanding securities or voting interest of any such
competing corporation shall not constitute a breach of this
Agreement.
8. Secret or Confidential Information. At no time
will the Key Employee disclose to anyone, other than the Company or
persons designated by the Company, or use for the Key
Employee's own benefit, any trade secrets or other confidential
information, or any inventions, discoveries, improvements, tools,
machines, compounds, formulae, methods or products, whether or
not patented or patentable, which are directly or indirectly
useful in or relating to any aspect of the business of the Company
or any of its affiliates as conducted from time to
3
time, as to which the Key Employee at any time during the term
of his employment shall become informed, which shall not be
generally known to the public or recognized as standard
practice. This Section shall not be violated by disclosure
required, in the reasonable judgment of the Key Employee by
governmental authorities, provided that (i) to the extent
permitted by law, notice of the requirement for such disclosure
is given to the Board of Directors prior to making any
disclosure, and (ii) the Key Employee requests confidential
treatment in connection with such disclosure. This Section
shall not be violated by any disclosure of such information by
the Key Employee required in the proper course of his duties as
Chief Financial Officer in good faith, including without
limitation during discussions with analysts, stockholders,
investors and underwriters conducted in accordance with
applicable laws and regulations.
9. Injunctive Relief, Survival. The parties hereto
acknowledge that the covenants contained herein are reasonable
and necessary for the protection and commercial success of the
Company, and that the Company will be damaged irrevocably if
such covenants are not specifically enforced. Accordingly, the
parties agree that the Company shall be entitled, in addition to
any other rights and remedies available at law or in equity, to
injunctive relief for the purpose of restraining the Key
Employee from directly or indirectly doing or continuing to do
any acts in violation of the covenants contained herein. The
parties hereto agree that any judicial authority construing this
Agreement shall be empowered to sever any portion of the
Territories, any prohibited activity, or any portion of the Non-
Competition Period from the coverage of this Agreement and to
apply the provisions of this Agreement to the remaining portion
of the Territories, prohibited activities and Non-Competition
Period not so severed by such judicial authority.
10. Notices. All communications under this Agreement
shall be in writing and shall be deemed given when sent by
overnight delivery service or delivered by mail and, if
delivered by mail, shall be mailed by registered or certified
first class mail, postage prepaid, and addressed as follows (or
to such other address as may be specified in writing by one
party to the other):
if to the Key Employee:
Martin S. Stone
11 Holmes Avenue
Hartsdale, NY 10530
if to the Company:
Trigen Energy Corporation
1 Water Street
White Plains, New York 10601
Attention: Richard E. Kessel
Executive Vice President & Chief
Operating Officer
Facsimile No.: (914) 286-6600
4
11. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New
York applicable to contracts executed in and to be performed in
that State, regardless of laws that might otherwise govern under
applicable principles of conflicts of laws thereof
12. Letter Agreement Dated July 27, 1998. The Company and the
Key Employee
Agree to amend the terms of the letter dated July 27, 1998 to
delete the second sentence of the first paragraph on page 1 of
the letter and to delete the paragraph under the heading
"Severance Provision" which begins at the bottom of page 2 and continues on
to page 3 of the letter dated July 27, 1998. Without limiting
the obligations agreed to by the Company and the Key Employee
under this Agreement, the Key Employee and the Company agree
that effective upon the execution of this Agreement, the Company
will employ the Key Employee for a term which may be terminated
at any time at will by either the Company or the Key Employee.
All of the other terms of the letter dated July 27, 1998 shall
remain in full force and effect, including the first and the
third sentences of the first paragraph on page 1 of the letter
and the benefits described in the paragraphs set forth on pages
1 and 2 of the letter beginning with the paragraph under the
heading "Annual Incentive Management (AIM) Program" and ending
with the paragraph under the heading "Vacation."
IN WITNESS WHEREOF, the Key Employee has executed this
Agreement and the
Company has caused this Agreement to be executed by its duly
authorized officer as of the day and year first above written.
TRIGEN ENERGY CORPORATION
/s/ Richard E. Kessel
By: ------------------------------
Richard E. Kessel
Executive Vice President &
Chief Operating Officer
/s/ Martin S. Stone
----------------------------------
Martin S. Stone
5
EXHIBIT A
Trigen Energy Corporation
One Water Street,
White Plains, New York 10601
(914) 286-6600
Fax (914) 948-9157/9190
July 27, 1998
Mr. Martin Stone
11 Holmes Avenue
Hartsdale, NY 10530
Dear Martin:
I am pleased to confirm our employment offer to you for the
position of Vice President and Chief Financial Officer for
Trigen Energy Corporation at an annualized salary of $200,000.
Your first day of employment will be Tuesday, July 28th, and the
terms of your employment under this agreement shall be for
twelve months commencing on July 28, 1998. In addition to your
base salary, you will be eligible to participate in the Trigen
Executive Compensation Program.
The Trigen Executive Compensation Program includes the
following:
- Annual Incentive Management (AIM) Program - You will be
eligible for a target incentive of 30% of your annualized
salary (prorated for 1998). The actual awards granted under
this plan are a function of the company's financial results
and the attainment of individual objectives, and are
distributed after year-end.
- Long-term Equity Accumulation Program (LEAP) - Under LEAP
you will be given a grant of 5,500 Incentive Stock Options
(ISOs) and 9,750 Restricted Shares of Trigen stock. The ISO
grant is effective on your first day of employment with an
exercise price equaling the market's closing price on that
day. These options vest over pro rata over the first five
years of the grant and your have ten years from the date of
the grant to exercise them.
The Restricted Share grant will be effective on October 1, 1998.
The restrictions on the shares will lapse on the earlier of
Trigen attaining $2.08 earnings per share or December 31, 2005.
There is a stock ownership provision included in this plan.
Both the ISO grant and the Restricted Share grant require that
you be an employee on the date of exercise or lapse of
restrictions, unless otherwise noted in the plan agreements
documents. A full description of LEAP explaining the features
of this program is attached.
6
- Benefits-Effective on the 1st of the month following your
employment date, our benefit package includes medical, dental,
prescription drug, vision, life insurance (up to two times
salary($300,000 Maximum)), accidental death and dismemberment
insurance, and short and long term disability. An Employee
Handbook detailing these benefits is enclosed.
- Automobile Program - Commencing with your first day of
employment, you will receive a supplemental stipend of $13,200,
payable bi-weekly, to compensate you for a car and automobile
insurance coverage.
- Omnibus Deferral Program - This plan, which has three
components, allows you to defer receipt of base salary and
incentive payments, defer receipt of Trigen stock following the
exercise of your stock options and restricted shares, and also
provides a deferred account for future receipt of ERISA excess
benefits.
- Employee Stock Purchase Plan-You may contribute up to 10% of
your total compensation to be used to purchase Trigen stock at a
15% discount from the lower of the market's closing price at the
start or end of the plan's cycle. The plan runs a six-month
period, and you will be eligible for the next cycle commencing
October 1st.
- 401(k) Plan - The plan provides you to invest up to 15% of
your compensation, subject to ERISA limits, on a before-tax basis
through payroll deductions. Trigen makes a matching contribution on
all your contributions based on a sliding scale formula of 100% of your
first $500 of contributions, 50% on your next $500, and 6% thereafter.
- Profit Sharing Plan - As part of the 40l(k) Plan, the
company may make a profit sharing contribution to your account.
These contributions will be determined at each year-end at the
company's sole discretion. The profit sharing contribution is
made in the form of Trigen stock.
- Vacation - Corporate officers are eligible for four weeks of
vacation.
- Severance Provision - If at any time during this term you
are terminated "without cause," you will receive all of the
compensation herein agreed to from the date of termination
through the balance of the above stated term. In this context
"cause" shall mean: (i) unauthorized use or disclosure to third
parties of confidential information of the company, including
financial information, marketing information, personnel
information, customer information, project development
information or information obtained from third parties
concerning which the company is bound by a written
confidentiality agreement (disclosure legally required to be
made to government authorities, disclosures of matters already
known to the general public, disclosure of information already
in your possession on a non-confidential basis are excluded from
this obligation.); (ii) conviction of any crime which the Board
of Directors reasonably deems to involve fraud or other
misdemeanor or felony involving moral turpitude, or (iii) any
act or omission which the Board of Directors reasonably deems to
constitute gross negligence or misconduct inimical to the best
interests of the company in the performance of your obligations,
duties and responsibilities hereunder.
7
Both Rich and I are confident you will contribute quickly to
Trigen's culture and values of collegial and open communications
while encouraging creative ideas, commitment and passion for our
work. I look forward to working with you in meeting our
challenge in successfully attaining Trigen's mission.
This offer is contingent upon the approval of Trigen's
Compensation Committee concerning the provisions of this offer
and the Board's approval for becoming a corporate officer.
I trust this meets with your approval and please acknowledge
your acceptance of this offer by signing where indicated below
and returning a copy to me at your earliest convenience. The
second copy is for your records.
Sincerely,
/s/ Thomas R. Casten
Thomas R. Casten
President and Chief Executive Officer
TRC
Attachments
Accepted By: /s/ Martin S. Stone
7-27-98 ------------------------
Martin Stone
Date
8
