SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 6 )*
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TRIGEN ENERGY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
895930105
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(CUSIP Number)
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NY 10004
ATTN: JEFFREY BAGNER, ESQ.
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 19, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 895930105 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
SUEZ LYONNAISE DES EAUX
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
REPUBLIC OF FRANCE
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,507,944**
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,507,944**
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,507,944**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.7%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 895930105 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ELYO S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
REPUBLIC OF FRANCE
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,507,944**
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,507,944**
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,507,944**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.7%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 895930105 Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
COFRETH AMERICAN CORPORATION 51-0262996
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,870,670
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 4,870,670
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,870,670
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 895930105 Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
COMPAGNIE PARISIENNE DE CHAUFFAGE URBAIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
REPUBLIC OF FRANCE
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,637,274
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,637,274
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,637,274
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 895930105 Page 6 of 9 Pages
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** The shares of common stock, par value $.01 per share (the "Common
Stock"), of Trigen Energy Corporation (the "Company") covered by this
item exclude 1,012,402 shares that are to be purchased by Elyo S.A.
("Elyo") pursuant to a letter agreement (the "Letter Agreement"),
dated as of January 19, 2000 between Elyo and Thomas R. Casten and
described in Item 5 of this Statement. Prior to consummation of the
purchase, Elyo is not entitled to any rights as a stockholder of the
Company with respect to the shares of Common Stock covered by the
Letter Agreement. Once Elyo purchases the shares covered by the Letter
Agreement, Elyo would have the sole right to vote and to dispose of
such shares of the Company.
<PAGE>
This Amendment No. 6 amends and supplements the report on Schedule
13D, as amended (the "Schedule 13D") relating to the common stock, par
value $.01 per share (the "Common Stock"), of Trigen Energy Corporation, a
Delaware corporation (the "Company"), previously filed by Suez Lyonnaise
des Eaux, Elyo S.A. ("Elyo"), Cofreth American Corporation and Compagnie
Parisienne de Chauffage Urbain. Capitalized terms used and not defined in
this Amendment have the meanings set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on the Schedule 13D.
ITEM 4. Purpose of the Transaction
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Item 4 is hereby amended and supplemented as follows:
On January 19, 2000, Elyo entered into an Agreement and Plan of
Merger, dated January 19, 2000 (the "Merger Agreement"), among Elyo, T
Acquisition Corp. and the Company. Pursuant to the Merger Agreement, Elyo
has agreed to acquire any and all of the outstanding Common Stock of the
Company at a price of $23.50 per share, subject to certain terms and
conditions set forth in the Merger Agreement. A copy of the Merger
Agreement is attached as Exhibit 1 hereto, and is incorporated by reference
herein.
ITEM 5. Interest in Securities of the Issuer
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Paragraph (a) of Item 5 is amended and supplemented as follows:
On January 19, 2000, Elyo entered into a letter agreement (the "Letter
Agreement") with Thomas R. Casten pursuant to which Elyo agreed to purchase
1,012,402 shares of Common Stock owned by Mr. Casten. Pursuant to the terms
of the Letter Agreement, the acquisition of these shares will be effected
on the 31st calendar day following the filing of the Schedule TO by Elyo
and certain of its affiliates in connection with the tender offer by T
Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect,
wholly owned subsidiary of Elyo, to purchase any and all of the outstanding
shares of Common Stock. A copy of the Letter Agreement is filed as Exhibit
2 hereto and and is incorporated by reference herein.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
-----------------------------------
Item 6 is amended and supplemented as follows:
Concurrently with the execution of the Merger Agreement, Elyo entered
into a Tender and Voting Agreement (the "Tender and Voting Agreement"),
dated January 19, 2000, between Elyo, T Acquisition Corp. ("Purchaser") and
George F. Keane, Charles E. Bayless and Bayless Family Trust (each a
"Stockholder" and, collectively, the "Stockholders"), pursuant to which the
Stockholders have agreed to (i) tender all of the shares of Common Stock
beneficially owned by them (approximately 38,697 shares) pursuant to and in
accordance with the terms of the Offer (as defined in the Merger Agreement
described in Item 4 of this Statement) and (ii) appoint Elyo and Purchaser
as attorney and proxy to vote all of the shares beneficially owned by the
Stockholders in favor of the Merger Agreement and the transactions
contemplated thereby. A copy of the Tender and Voting Agreement is filed as
Exhibit 3 hereto and is incorporated by reference herein.
ITEM 7. Material to be Filed as Exhibits
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Exhibit Number Title
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Exhibit 1 Agreement and Plan of Merger, dated as of
January 19, 2000, among Elyo S.A., T Acquisition
Corp. and Trigen Energy Corporation. Incorporated
by reference to Exhibit 99.3 of the Company's
current report on Form 8-K, dated January 24,
2000, SEC No. 1-13264.
Exhibit 2 Letter Agreement, dated as of January 19, 2000,
between Elyo S.A. and Thomas R. Casten.
Incorporated by reference to Exhibit 99.4 of the
Company's current report on Form 8-K, dated
January 24, 2000, SEC No. 1-13264.
Exhibit 3 Tender and Voting Agreement, dated as of January
19, 2000, between Elyo S.A., T Acquisition Corp.
and the Stockholders listed on Schedule A annexed
thereto. Incorporated by reference to Exhibit 99.2
of the Company's current report on Form 8-K, dated
January 24, 2000, SEC No. 1-13264.
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 27, 2000 SUEZ LYONNAISE DES EAUX
By: /s/ Michel Bleitrach *
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Name: Michel Bleitrach
Title: Attorney-in-fact
ELYO S.A.
By: /s/ Jean-Daniel Levy
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Name: Jean-Daniel Levy
Title: Chief Executive Officer
COFRETH AMERICAN CORPORATION
By: /s/ Olivier Degos *
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Name: Olivier Degos
Title: Attorney-in-fact
COMPAGNIE PARISIENNE DE CHAUFFAGE URBAIN
By: /s/ Michel Caillard *
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Name: Michel Caillard
Title: Attorney-in-fact
*See Powers of Attorneys filed as attachments to the Amendment No. 3
to the Schedule 13D, filed September 24, 1999, which are
incorporated by reference herein.
