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. 1 )
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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
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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 CLEMONCEAU
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 AAGREEMENT 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. 1 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and
Exchange Commission on February 28, 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") and Suez
Lyonnaise des Eaux, a societe anonyme organized and existing under the laws
of the Republic of France. The Schedule TO relates to the offer to purchase
any and all outstanding shares of Common Stock, par value $.01 per share,
of Trigen Energy Corporation, a Delaware corporation (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 12. Exhibits.
Item 12 is hereby amended to add the following exhibit:
(a)(1)(v) Notice to the Company 401k Plan Participants from Fidelity
Management Trust Company.
<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
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Name: Michel Bleitrach
Title: President
ELYO
By: /s/ Michel Bleitrach
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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
Dated: March 6, 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
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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)(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) Joint Press Release, dated January 19, 2000.*
(a)(5)(vi) Joint Press Release, dated February 28, 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 Corporaiton Law
(included as Schedule II to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).*
(g) Not applicable.
(h) Not applicable.
(i) Power of Attorney, dated October 27, 1998.*
* Previously filed
EXHIBIT 99.(A)(1)(V)
IMMEDIATE ATTENTION REQUIRED
March 6, 2000
RE: TRIGEN ENERGY CORPORATION 401K PLAN
Dear Plan Participant:
Our records reflect that as a participant in the plan above (the
"Plan"), your profit sharing account is invested in the TRIGEN Company
Stock Fund. It has come to our attention that a subsidiary of Suez
Lyonnaise Des Eaux has initiated an offer to purchase any and all
outstanding shares of common stock of Trigen Energy Corporation. As
described below, you have the right to instruct Fidelity Management Trust
Company ("Fidelity"), as trustee of the Plan, concerning whether to tender
the shares of Trigen Energy Corporation credited to your individual account
under the Plan.
Enclosed are tender offer materials and a Direction Form that require
your immediate attention. These materials describe an offer to purchase any
and all shares of common stock of Trigen Energy Corporation for $23.50 per
share.
YOU WILL NEED TO COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO
FIDELITY INSTITUTIONAL RETIREMENT SERVICES COMPANY IN THE ENCLOSED RETURN
ENVELOPE SO THAT IT IS RECEIVED BY 12:00 MIDNIGHT, EASTERN TIME, ON MARCH
21, 2000, UNLESS THE OFFER IS EXTENDED. PLEASE COMPLETE AND RETURN THE
ENCLOSED DIRECTION FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE TENDER
OFFER DESCRIBED BELOW. NO FACSIMILE TRANSMITTALS OF THE TRUSTEE DIRECTION
FORM WILL BE ACCEPTED.
The remainder of this letter summarizes the transaction, your rights
under the Plan and the procedures for completing the Direction Form. You
should also review the more detailed explanation provided in the other
materials enclosed with this letter, including the Offer to Purchase and
the related Letter of Transmittal.
BACKGROUND
Suez Lyonnaise Des Eaux, through its wholly owned subsidiaries Elyo
and T Acquisition Corp (the "Purchaser"), has made a tender offer to
purchase all outstanding shares of common stock of Trigen Energy
Corporation (the "Shares"), at a price of $23.50 per Share, without
interest. The enclosed Offer to Purchase dated February 28, 2000 (the
"Offer to Purchase") and the enclosed Letter of Transmittal, set forth the
objectives, terms and conditions of the tender offer (the "Offer") and are
being provided to all of the Company's shareholders. Also enclosed is the
Company's Schedule 14D-9.
The Purchaser's Offer to Purchase extends to the Shares held by the
Plan. As of February 28, 2000, the Plan held approximately 106,798 Shares.
Only Fidelity, as trustee of the Plan, can tender these Shares in the
Offer. Nonetheless, as a participant under the Plan, you have the right to
direct Fidelity whether or not to tender some or all of the Shares credited
to your individual account in the Plan. Unless otherwise required by
applicable law, Fidelity will tender Shares credited to participant
accounts in accordance with participant instructions and Fidelity will not
tender Shares credited to participant accounts for which it does not
receive timely instructions. IF YOU DO NOT COMPLETE THE ENCLOSED DIRECTION
FORM AND RETURN IT TO FIDELITY ON A TIMELY BASIS, YOU WILL BE DEEMED TO
HAVE ELECTED NOT TO PARTICIPATE IN THE OFFER AND NO SHARES CREDITED TO YOUR
PLAN ACCOUNT WILL BE TENDERED IN THE OFFER.
A tender of Shares credited to your individual account under the Plan
can be made only by Fidelity as the holder of record. DO NOT COMPLETE THE
LETTER OF TRANSMITTAL; IT IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND
CANNOT BE USED BY YOU TO TENDER DIRECTLY SHARES CREDITED TO YOUR INDIVIDUAL
ACCOUNT UNDER THE PLAN. IF YOU WISH TO DIRECT FIDELITY CONCERNING THE
TENDER OF YOUR SHARES IN THE PLAN, YOU MUST COMPLETE AND RETURN THE
ENCLOSED DIRECTION FORM.
FIDELITY MAKES NO RECOMMENDATION AS TO WHETHER TO DIRECT THE TENDER OF
SHARES OR WHETHER TO REFRAIN FROM DIRECTING THE TENDER OF SHARES. EACH
PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON THESE MATTERS.
CONFIDENTIALITY
TO ASSURE THE CONFIDENTIALITY OF YOUR DECISION, FIDELITY AND ITS
AFFILIATES OR AGENTS WILL TABULATE THE DIRECTION FORMS. NEITHER FIDELITY
NOR ITS AFFILIATES OR AGENTS WILL MAKE THE RESULTS OF YOUR INDIVIDUAL
DIRECTION AVAILABLE TO THE PURCHASER OR THE COMPANY.
PROCEDURE FOR DIRECTING TRUSTEE
A Direction Form for making your direction is enclosed. Please note
that on the reverse side of the Direction Form the number of Shares
credited to your individual account as of February 28, 2000 is indicated to
the right of your address. For purposes of the final tabulation, Fidelity
will apply your instructions to the number of Shares credited to your
account as of March 20, 2000 or as of a later date if the Offer is
extended. If the Purchaser extends the Offer and there is sufficient time,
Fidelity will mail a letter advising you of the new deadline for
participants to return Direction Forms.
If you do not properly complete the Direction Form or do not return it
by the deadline specified, unless the Offer is extended, such Shares will
be considered NOT TENDERED.
To properly complete your Direction Form, you must do the following:
(1) On the face of the Direction Form, check Box 1, 2 or 3. CHECK
ONLY ONE BOX:
o CHECK BOX 1 if you want ALL of the Shares credited to your
individual account tendered for sale in accordance with the
terms of the Offer.
o CHECK BOX 2 if you want to TENDER A PORTION of the Shares
credited to your individual account. SPECIFY THE PERCENTAGE
(in whole numbers) of Shares credited to your individual
account that you want to tender for sale in accordance with
the terms of this Offer. IF THIS AMOUNT IS LESS THAN 100%,
YOU WILL BE DEEMED TO HAVE INSTRUCTED FIDELITY NOT TO TENDER
THE BALANCE OF THE SHARES CREDITED TO YOUR INDIVIDUAL
ACCOUNT UNDER THE PLAN.
o CHECK BOX 3 if you do not want the Shares credited to your
individual account tendered for sale in accordance with the
terms of the Offer and simply want the Plan to continue
holding such Shares.
(2) Date and sign the Direction Form in the space provided.
(3) Return the Direction Form in the enclosed return envelope so that
it is received by Fidelity at the address on the return envelope
(P.O. Box 9142, Hingham, MA 02043) not later than 12:00 Midnight,
Eastern time, on March 21, 2000, unless the Offer is extended. If
you wish to return the form by overnight mail, please send it to
Fidelity's tabulation agent, Management Information Services, at
61 Accord Park Drive, Norwell, MA 02061. NO FACSIMILE
TRANSMITTALS OF THE TRUSTEE DIRECTION FORM WILL BE ACCEPTED.
Your direction will be deemed irrevocable unless withdrawn by 12:00
Midnight, Eastern time, on March 21, 2000, unless the Offer is extended. In
order to make an effective withdrawal, you must submit a new Direction Form
which may be obtained by calling Fidelity at 1-800-835-5098. Your new
Direction Form must include your name, address and Social Security number.
Upon receipt of a new, completed and signed Direction Form, your previous
direction will be deemed canceled. You may direct the re-tendering of any
Shares credited to your individual account by obtaining an additional
Direction Form from Fidelity and repeating the previous instructions for
directing tenders as set forth in this letter.
After the deadline above for returning the Direction Form to Fidelity,
Fidelity and its affiliates or agents will complete the tabulation of all
directions and Fidelity, as trustee, will tender the appropriate number of
Shares. Unless the Offer is terminated or amended in accordance with its
terms, the Purchaser will then buy all outstanding Shares that were
tendered.
EFFECT OF TENDER ON YOUR ACCOUNT
Due to the closing of the Offer, as of 4:00 p.m., Eastern Time, on
March 16, 2000, the TRIGEN Company Stock Fund in the Plan will be frozen.
All distributions from balances in Shares will be frozen after that time.
However, balances in Shares will be utilized to calculate amounts eligible
for distributions, loans and withdrawals throughout the freeze.
For any Shares in the Plan that are tendered and purchased by the
Purchaser, the Purchaser will pay cash, without interest, to the Plan.
INDIVIDUAL PARTICIPANTS IN THE PLAN WILL NOT, HOWEVER, RECEIVE ANY CASH
TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE PLAN AND MAY
BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN.
Fidelity will invest proceeds with respect to Shares credited to your
account in the Dreyfus Cash Management Plus Fund as soon as
administratively possible after receipt of proceeds. You may call Fidelity
at 1-800-835-5098 after the reinvestment is complete to learn the effect of
the tender on your account or to exchange the proceeds of the sale of
Shares from the Dreyfus Cash Management Plus Fund into other investment
options offered under the Plan. Fidelity will complete processing as soon
as administratively possible. Fidelity anticipates that the processing will
be completed five to seven business days after receipt of proceeds from the
Purchaser.
As described in the Offer, in the event the tender offer is completed,
the Offer will likely be followed by a merger and all remaining Shares of
the Company will be converted into the right to receive $23.50 per Share in
cash, without interest. At that time, Shares for which Fidelity received
directions not to tender or for which Fidelity did not receive directions
by March 21, 2000, will be canceled. Fidelity will receive $23.50 for each
Share, and these proceeds will be invested in the Dreyfus Cash Management
Plus Fund, pending participant investment decisions.
SHARES OUTSIDE THE PLAN
If you hold Shares directly, you will receive, under separate cover,
tender offer materials directly from the Purchaser which can be used to
tender such Shares directly to the Purchaser. THOSE TENDER OFFER MATERIALS
MAY NOT BE USED TO DIRECT FIDELITY TO TENDER OR NOT TENDER THE SHARES
CREDITED TO YOUR INDIVIDUAL ACCOUNT UNDER THE PLAN. The direction to tender
or not tender Shares credited to your individual account under the Plan may
only be made in accordance with the procedures in this letter. Similarly,
the enclosed Direction Form may not be used to tender non-Plan Shares.
FURTHER INFORMATION
If you require additional information concerning the procedure to
tender Shares credited to your individual account under the Plan, please
contact Fidelity at 1-800-835-5098. If you require additional information
concerning the terms and conditions of the Offer, please call Morrow and
Co., Inc., the Information Agent, at 1-800-566-9061.
Sincerely,
Fidelity Management Trust Company
