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. 4 -- FINAL AMENDMENT)
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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.
[x] 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: [x]
<PAGE>
INTRODUCTION
This Amendment No. 4 (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 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 ("Suez") 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.
This Amendment also amends the Schedule 13D, as previously
amended, of Suez, Parent, Cofreth American Corporation and Compagnie
Parisienne de Chauffage Urbain filed with the Securities and Exchange
Commission on September 30, 1996.
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 29, 2000,
the Subsequent Offering Period expired. Based on information provided by
the Depositary, approximately 23,037 Shares were validly tendered during
the Subsequent Offering Period. Purchaser has accepted for payment all such
Shares at the Offer Price of $23.50, net to the seller in cash, without
interest thereon. Purchaser has acquired an aggregate of 6,090,379 Shares
in the Offer, comprised of 6,067,342 shares that were tendered in the
initial offering period and 23,037 Shares that were tendered in the
Subsequent Offering Period. After giving effect to the results of the
initial offering period and the Subsequent Offering Period, Parent
presently beneficially owns approximately 11,914,265 Shares, or
approximately 96% of the total Shares outstanding.
<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
---------------------------------
Name: Michel Bleitrach
Title: Chief Executive Officer
SUEZ LYONNAISE DES EAUX
By: /s/ M. Patrice Herbet
---------------------------------
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: April 4, 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
