SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934.
(AMENDMENT NO. 3 )
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TRIGEN ENERGY CORPORATION
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(Name of Subject Company (Issuer))
T ACQUISITION CORP. (OFFEROR)
ELYO
SUEZ LYONNAISE DES EAUX
TRIGEN ENERGY CORPORATION
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(Names of Filing Persons (identifying status as offeror,
issuer or other person))
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
895930105
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(CUSIP Number of Class of Securities)
MICHEL BLEITRACH
ELYO
235 AVENUE GEORGES CLEMENCEAU
BP 4601
92746 NANTERRE CEDEX, FRANCE
011-331-41-20-10-10
WITH A COPY TO:
JEFFREY BAGNER
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004-1980
(212) 859-8000
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(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
CALCULATION OF FILING FEE
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Transaction Valuation* $173,487,223 Amount Of Filing Fee $34,698
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* ESTIMATED FOR PURPOSES OF CALCULATING THE AMOUNT OF THE FILING FEE
ONLY. THIS AMOUNT ASSUMES THE PURCHASE OF 7,382,435 SHARES OF COMMON
STOCK, PAR VALUE $.01 PER SHARE (THE "SHARES"), OF TRIGEN ENERGY
CORPORATION, A DELAWARE CORPORATION (THE "COMPANY"), AT THE TENDER
PRICE OF $23.50 PER SHARE NET TO THE SELLER IN CASH, WITHOUT INTEREST
THEREON. PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
JANUARY 19, 2000, AMONG ELYO ("PARENT"), T ACQUISITION CORP. AND THE
COMPANY, THE COMPANY REPRESENTED THAT AS OF SUCH DATE, IT HAD
12,416,297 SHARES OUTSTANDING AND 849,210 SHARES RESERVED FOR ISSUANCE
UPON EXERCISE OF ALL OUTSTANDING OPTIONS UNDER THE COMPANY'S EMPLOYEE
BENEFIT PLANS. PARENT ALREADY BENEFICIALLY OWNS 6,507,944 SHARES, OF
WHICH THE 1,637,274 SHARES HELD BY COMPAGNIE PARISENNE DE CHAUFFAGE
URBAIN ("CPCU"), A NON-WHOLLY-OWNED SUBSIDIARY OF PARENT, WILL BE
TENDERED. PARENT HAS SEPARATELY AGREED TO PURCHASE 1,012,402 SHARES
FROM THOMAS R. CASTEN ON MARCH 29, 2000, PURSUANT TO A PURCHASE
AGREEMENT, DATED JANUARY 19, 2000 BETWEEN PARENT AND MR. CASTEN. BASED
ON THE FOREGOING, THE TRANSACTION VALUE IS EQUAL TO THE PRODUCT OF (I)
(A) 12,416,297 SHARES (THE NUMBER OF SHARES OUTSTANDING), PLUS (B)
849,210 SHARES (THE NUMBER OF SHARES RESERVED FOR ISSUANCE UPON
EXERCISE OF OPTIONS), MINUS (C) THE DIFFERENCE OF (1) 6,507,944 (THE
NUMBER OF SHARES BENEFICIALLY OWNED BY PARENT) MINUS (2) 1,637,274
(THE NUMBER OF SHARES HELD BY CPCU BEING TENDERED), MINUS (D)
1,012,402 (THE NUMBER OF SHARES HELD BY MR. CASTEN), MULTIPLIED BY
(II) $23.50. THE AMOUNT OF THE FILING FEE, CALCULATED IN ACCORDANCE
WITH RULE 0-11 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
EQUALS 1/50 OF ONE PERCENT OF THE AGGREGATE OF THE CASH OFFERED BY THE
BIDDER.
[x]CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION
STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: $34,698
Form or Registration No.: Schedule TO-T
Filing Party: T Acquisition Corp., Elyo,
Suez Lyonnaise des Eaux
Date Filed: February 28, 2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[x] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[x] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
<PAGE>
INTRODUCTION
This Amendment No. 3 (this "Amendment") amends and supplements
the Tender Offer Statement on Schedule TO filed with the Securities and
Exchange Commission on February 28, 2000, as amended by Amendment No. 1,
filed with the Securities and Exchange Commission on March 7, 2000, and
Amendment No. 2, filed with the Securities and Exchange Commission on March
17, 2000, by T Acquisition Corp., a Delaware corporation ("Purchaser"),
Elyo, a societe anonyme organized and existing under the laws of the
Republic of France ("Parent"), Suez Lyonnaise des Eaux, a societe anonyme
organized and existing under the laws of the Republic of France and Trigen
Energy Corporation, a Delaware corporation (the "Company"). The Schedule TO
relates to the offer to purchase any and all outstanding shares of Common
Stock, par value $.01 per share, of the Company, at a purchase price of
$23.50 per share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Offer to Purchase
dated February 28, 2000 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"), copies of which are filed as
Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, and which are
incorporated herein by reference. Capitalized terms used and not defined
herein shall have the meanings assigned to such terms in the Offer to
Purchase and the Schedule TO.
ITEM 8. Interest in Securities of the Subject Company.
Item 8 is hereby amended by adding the following:
At 12:00 midnight, New York City time on Friday, March 24, 2000,
the Offer expired. Based on preliminary information provided by the
Depositary, approximately 6,082,448 Shares were validly tendered and not
withdrawn pursuant to the Offer (including approximately 66,570 Shares
subject to guarantees of delivery). Purchaser has accepted for payment all
such Shares at the Offer Price. After giving effect to the results of the
Offer, Parent presently beneficially owns approximately 11,906,334 Shares,
or approximately 96% of the total Shares outstanding.
ITEM 11. Additional Information
(a) Item 11 is hereby amended by deleting the final line of the
table on page 35 under "SPECIAL FACTORS -Beneficial Ownership of Shares" in
the Offer to Purchase and replacing it with the following language:
Michael Weiser(4), (5)................. 268,908 22,100 2.2%
All directors and executive officers
of the Company, as a group............. 1,759,211 430,100 14.2%
(b) Item 11 is hereby amended by deleting the word "and" on the
final line of footnote (4) under "SPECIAL FACTORS -Beneficial Ownership of
Shares" in the Offer to Purchase, and adding the following language
following the words, "Stephen T. Ward (2.930 Shares)":
and Michael Weiser (27.207 Shares).
(c) Item 11 is hereby amended by deleting the word "and" on the
final line of footnote (5) under "SPECIAL FACTORS -Beneficial Ownership of
Shares" in the Offer to Purchase, and adding the following language
following the words, "Stephen T. Ward (1.133 Shares)":
and Michael Weiser (1.346 Shares).
(d) Item 11 is hereby amended by deleting the information
concerning James F. Lowry in the table encaptioned "4. DIRECTORS AND
OFFICERS OF THE COMPANY" in Schedule I in the Offer to Purchase, and adding
the following language:
James F. Lowry 61 Vice President, Trigen Energy Corporation
(1995-present); Principal, International
Ventures Group (1993-1995).
Michael Weiser 57 Vice President, Development, Trigen
Energy Corporation (1992-present);
Director, Trigen Energy Corporation
(1986-1994); Treasurer, Trigen Energy
Corporation (1986-1992).
ITEM 12. Exhibits.
Item 12 is hereby amended by adding the following exhibit:
(a)(5)(x) Press Release issued by Elyo, dated March 27, 2000.
<PAGE>
SIGNATURE
After due 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.
T ACQUISITION CORP.
By: /s/ Michel Bleitrach
---------------------------------
Name: Michel Bleitrach
Title: President
ELYO
By: /s/ Michel Bleitrach
---------------------------------
Name: Michel Bleitrach
Title: Chief Executive Officer
SUEZ LYONNAISE DES EAUX
By: /s/ M. Patrice Herbet
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Name: M. Patrice Herbet*
Title: Authorized Representative
TRIGEN ENERGY CORPORATION
By: /s/ Eugene E. Murphy
---------------------------------
Name: Eugene E. Murphy
Title: Vice President, General
Counsel and Secretary
Dated: March 27, 2000
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* A Power of Attorney authorizing M. Patrice Herbet to sign on behalf of
Suez Lyonnaise des Eaux is filed herewith as Exhibit (i).
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER TITLE
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(a)(1)(i) Offer to Purchase, dated February 28, 2000.*
(a)(1)(ii) Letter of Transmittal.*
(a)(1)(iii) Notice of Guaranteed Delivery.*
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(v) Notice to the Company 401k Plan Participants from
Fidelity Management Trust Company.*
(a)(1)(vi) Solicitation/Recommendation Statement on Schedule 14D-9,
dated February 28, 2000 (incorporated by reference to the
Company's Schedule 14D-9 filed with the Commission on
February 28, 2000).
(a)(2) Letter to stockholders from Richard E. Kessel, President
and Chief Executive Officer of the Company.*
(a)(3) Exhibit (a)(1)(i) is incorporated herein by reference.
(a)(4) Not applicable.
(a)(5)(i) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to Clients.*
(a)(5)(ii) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(5)(iii) Agreement and Plan of Merger dated as of January 19,
2000, among Elyo, T Acquisition Corp. and the Company.*
(a)(5)(iv) Audited financial statements for the Company's 1998 and
1997 fiscal years, beginning on page F-1 of the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (incorporated by reference to the
Company's Annual Report on Form 10-K filed with the
Commission on March 31, 1999).
(a)(5)(v) Pages 1 through 8, inclusive, of the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
September 30, 1999 (incorporated by reference to the
Company's Quarterly Report on Form 10-Q filed with the
Commission on November 12, 1999).
(a)(5)(vi) Audited financial statements for Grays Ferry Cogeneration
Partnership 1998 and 1997 fiscal years, set forth on
Exhibit 99 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 (incorporated
by reference to the Company's Annual Report on Form 10-K
filed with the Commission on March 31, 1999).
(a)(5)(vii) Joint Press Release, dated January 19, 2000.*
(a)(5)(viii) Joint Press Release, dated February 28, 2000.*
(a)(5)(ix) Joint Press Release, dated March 17, 2000.*
(a)(5)(x) Press Release issued by Elyo, dated March 27, 2000.
(b) Not applicable.
(c)(i) Summary Presentation prepared for Parent by Lazard Freres
& Co., LLC, dated January 19, 2000.*
(c)(ii) Written Presentation prepared for the Special Committee
by Credit Suisse First Boston Corporation, dated January
19, 2000.*
(c)(iii) Opinion of Credit Suisse First Boston Corporation, dated
January 19, 2000 (incorporated by reference from Annex A
of the Solicitation/Recommendation Statement on Schedule
14D-9 of the Company, dated February 28, 2000).*
(d)(i) Tender and Voting Agreement dated as of January 19, 2000,
among Elyo, T Acquisition Corp. and the Stockholders.*
(d)(ii) Letter Agreement between Thomas R. Casten and Elyo, dated
January 19, 2000.*
(d)(iii) Separation Agreement and Release dated as of January 19,
2000, between Trigen Energy Corporation and Thomas R.
Casten.*
(f) Section 262 of the Delaware General Corporation Law
(included as Schedule II to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).*
(g) Not applicable.
(h) Not applicable.
(i)(i) Power of Attorney, dated October 27, 1998.*
(i)(ii) Power of Attorney, dated October 27, 1998 (English
translation).*
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* Previously filed
EXHIBIT 99(a)(5)(x)
ELYO SUBSIDIARY COMPLETES CASH TENDER OFFER FOR SHARES OF TRIGEN
ENERGY CORPORATION
NANTERRE, France--(BUSINESS WIRE)--March 27, 2000--ELYO, an energy
subsidiary of the Suez Lyonnaise des Eaux Group, announced today completion
of its tender offer for any and all of the outstanding shares of common
stock of Trigen Energy Corporation (NYSE: TGN) at $23.50 per share in cash,
without interest. The offer was made through T Acquisition Corp., an
indirect wholly owned subsidiary of ELYO. The tender offer expired at
midnight, New York City time, on Friday, March 24, 2000, at which time
approximately 6,082,448 shares had been tendered, including approximately
66,570 shares tendered by notice of guaranteed delivery. Prior to
commencement of the offer, ELYO beneficially owned, or had a contractual
right to purchase, 5,823,886 shares (excluding shares held by ELYO's
non-wholly owned subsidiary, Compagnie Parisenne de Chauffage Urbain, which
were tendered in the offer). After giving effect to the results of the
tender offer, ELYO presently beneficially owns approximately 11,906,334
shares of Trigen common stock, or approximately 96% of total shares
outstanding.
ELYO also announced that the previously disclosed subsequent offering
period will begin immediately. During the subsequent offering period, T
Acquisition Corp. will purchase any and all shares of Trigen common stock
tendered during that period that ELYO does not already beneficially own for
$23.50 per share in cash, without interest. The subsequent offering period
is expected to remain open until March 29, 2000, unless extended. Shares
that are tendered during the subsequent offering period may not be
withdrawn.
Trigen is a leading developer, owner and operator of industrial, commercial
and institutional district energy and combined heat and power (CHP) systems
in North America. The company serves more than 1,500 customers with energy
produced at 49 plants in 20 states, Canada and Mexico.
Contact:
ELYO
Gilles Alligner, 1 (33) 1 41 20 1293
Director of Communications
or
Morgen-Walke Associates, Inc.
Jeffrey Zack, 212.850.5643
