SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 10-K/A
(Amendment No. 2)
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________________.
Commission File Number: 1-9208
NRG GENERATING (U.S.) INC.
(Exact name of registrant as specified in its charter)
Delaware 59-2076187
(State or other jurisdiction of incorporation or organization) (I.R.S.
Employer Identification No.)
1221 Nicollet Mall, Suite 610, Minneapolis, Minnesota 55403 (612) 373-
8834
(Address of principal executive offices) (Zip Code)
(Telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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, and (2) has been
subject to such filing requirements for the past 90 days. X Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. X
As of December 12, 1997, there were outstanding 6,836,769 shares of
Common Stock. Based on the last sales price at which such stock was sold
on that date, the approximate aggregate market value of such shares held by
non-affiliates was $63,720,000.
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. X Yes No
The undersigned Registrant hereby amends the items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K
for the fiscal year ended June 30, 1996 as set forth below.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
3. Exhibits
The "Index to Exhibits" following the Consolidated Financial
Statements of the Company and its subsidiaries in the Company's Annual
Report on Form 10-K, as filed, is amended to substitute therefor the
"Exhibit Index" which follows the signature page hereof, which is
incorporated herein by reference, and to file certain exhibits which are
included herewith.
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Signature
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NRG GENERATING (U.S.) INC.
/s/ Timothy P. Hunstad
By: Timothy P. Hunstad
Title: Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Robert T. Sherman President and December 15, 1997
By: Robert T. Sherman, Jr. Chief Executive Officer
/s/ Timothy P. Hunstad Vice President and December 15, 1997
By: Timothy P. Hunstad Chief Financial Officer
/s/ Leonard Bluhm Chairman of the December 15, 1997
By: Leonard A. Bluhm Board of Directors
/s/ Lawrence Littman Director December 15, 1997
By: Lawrence I. Littman
/s/ Craig A. Mataczynski Director December 15, 1997
By: Craig A. Mataczynski
/s/ David H. Peterson Director December 15, 1997
By: David H. Peterson
/s/ Spyros Skouras, Jr. Director December 15, 1997
By: Spyros S. Skouras, Jr.
/s/ Charles Thayer Director December 15, 1997
By: Charles J. Thayer
/s/ Ronald J. Will Director December 15, 1997
By: Ronald J. Will
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Index to Exhibits
Exhibit No. Description
2.1** Composite Fourth Amended and Restated Plan of Reorganization for
the Company dated January 31, 1996 and proposed by the Company,
the Official Committee of Equity Security Holders, Wexford
Management Corp. ("Wexford") and NRG Energy, Inc. ("NRG Energy").
2.2** Order confirming Composite Fourth Amended and Restated Plan of
Reorganization for the Company proposed by the Company, the
Official Committee of Equity Security Holders, Wexford and NRG
Energy dated February 13, 1996 and entered on February 22, 1996
and filed as Exhibit 2.1 to the Company's Current Report on Form
8-K dated February 13, 1996 and incorporated herein by this
reference.
2.3** Amended and Restated Stock Purchase and Reorganization Agreement
dated January 31, 1996 between the Company and NRG Energy filed
as Exhibit 10.1 to the Company's Current Report on Form 8-K dated
February 13, 1996 and incorporated herein by this reference.
2.4** Letter Agreement dated April 26, 1996 between the Company and NRG
Energy amending the Stock Purchase and Reorganization Agreement.
3.1** Amended and Restated Certificate of Incorporation of the Company.
3.2** Preferred Stock Certificate of Designation of the Company filed
as Exhibit 3.3 to the Company's Current Report on Form 8-K dated
April 30, 1996 and incorporated herein by this reference.
3.3** Bylaws of the Company filed as Exhibit 3.2 to the Company's
Current Report on Form 8-K dated April 30, 1996 and incorporated
herein by this reference.
10.1** Co-Investment Agreement dated April 30, 1996 between the Company
and NRG Energy.
10.2.1** Chapter 11 Financing Agreement dated August 30, 1995 between the
Company and NRG Energy.
10.2.2** Letter Agreement dated February 20, 1996 between the Company and
NRG Energy amending the Chapter 11 Financing Agreement.
10.2.3** Letter Agreement dated April 30, 1996 between the Company and NRG
Energy further amending the Chapter 11 Financing Agreement.
10.3** Liquidating Asset Management Agreement dated April 30, 1996
between the Company and Wexford.
10.4** Management Services Agreement dated as of January 31, 1996
between the Company and NRG Energy.
10.5.1** Loan Agreement dated April 30, 1996 between the Company and NRG
Energy.
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10.5.2** Note dated April 30, 1996 from the Company to NRG Energy in the
principal amount of $45,000,000.
10.6.1** Supplemental Loan Agreement dated April 30, 1996 between NRG
Energy and the Company.
10.6.2** Note dated April 30, 1996 from the Company to NRG Energy in the
principal amount of $15,855,545.25.
10.7.1 NRG Newark Cogen Loan Agreement dated April 30, 1996 between NRG
Energy and the Company.
10.7.2** Note dated April 30, 1996 from the Company to NRG Energy in the
principal amount of $24,000,000.
10.8.1** Credit Agreement dated May 17, 1996 between NRG Generating
(Newark) Cogeneration Inc. ("NRGG Newark"), NRG Generating
(Parlin) Cogeneration Inc. ("NRGG Parlin"), Credit Suisse,
Greenwich Funding Corporation and any Purchasing lender, as
Lenders under the Credit Agreement.
10.8.2** Amendment No. 1 to the Credit Agreement dated June 28, 1996
between NRG Generating (Newark) Inc., NRG Generating (Newark)
Inc. and Credit Suisse, Greenwich Funding Corporation and any
Purchase Lender (as defined therein).
10.8.3** Stock Pledge Agreement dated June 28, 1996 between the Company as
Pledgor and Credit Suisse.
10.8.4** Guaranty dated as of May 17, 1996 by NRG Energy, as Guarantor, to
Credit Suisse, as Agent for the benefit of Credit Suisse,
Greenwich Funding Corporation and any Purchasing lender, as
Lenders under the Credit Agreement.
10.8.5** Guaranty dated as of June 28, 1996 by the Company as Guarantor to
Credit Suisse as Agent for the benefit of Credit Suisse,
Greenwich Funding Corporation and any Purchasing lender, as
Lenders under the Credit Agreement.
10.8.6** Tax Indemnification Agreement dated June 28, 1996 between the
Company, NRGG Newark, NRGG Parlin and Credit Suisse.
10.8.7** Assignment and Security Agreement dated June 28, 1996 between
NRGG Parlin and Credit Suisse
10.8.8 Amended and Restated Leasehold Mortgage, Assignment of Leases and
Rents and Security Agreement dated June 28, 1996 between NRGG
Newark and Credit Suisse
10.8.9 Leasehold Mortgage, Assignment of Leases and Rents and Security
Agreement dated June 28, 1996 between NRGG Parlin and Credit
Suisse.
10.8.10** Interest Rate Swap Agreement dated August 2, 1996 between NRGG
Newark, NRGG Parlin and Credit Suisse.
10.9.1 Loan Agreement dated March 8, 1996 between O'Brien (Schuylkill)
Cogeneration Inc. and NRG Energy in connection with the Grays
Ferry Partnership.
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10.9.2 Option Agreement dated May 1, 1996 between O'Brien (Schuylkill)
Cogeneration Inc. and NRG Energy.
10.10.1** Gas Supply Agreement dated June 30, 1992 between the Company and
The Philadelphia Municipal Authority (the "PMA") regarding the NE
Plant (Philadelphia Project) and filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1992 and incorporated herein by this reference.
10.10.2** Gas Supply Agreement dated June 30, 1992 between the Company and
the PMA regarding the SW Plant (Philadelphia Project) and filed
as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1992 and incorporated herein by this
reference.
10.10.3** Energy Service Agreement dated June 30, 1992 between the Company
and the PMA regarding the NE Plant (Philadelphia Project) and
filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1992 and incorporated herein
by this reference.
10.10.4** Energy Service Agreement dated June 30, 1992 between the Company
and the PMA regarding the SW Plant (Philadelphia Project) and
filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1992 and incorporated herein
by this reference.
10.10.5** Stock Purchase Agreement dated November 12, 1993 between the
Company, OPC Acquisition, Inc. and BioGas Acquisition, Inc. and
filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1993 and incorporated herein
by this reference.
10.10.6 Loan Agreement between the Company and PECO.
10.11.1** Long Term Power Purchase Contract for Cogeneration and Small
Power Production dated March 10, 1986 between the Company and
Jersey Central Power and Light ("JCP&L") and filed as an exhibit
to the Company's Registration Statement (File No. 33-11789) and
incorporated herein by this reference.
10.11.2** Letter Agreement dated June 2, 1986 between the Company and JCP&L
amending the Long Term Power Purchase Contract.
10.11.3** Second Amendment to Power Purchase Agreement dated March 1, 1988
between the Company and JCP&L.
10.11.4** Letter Agreement dated April 30, 1996 between O'Brien (Newark)
Cogeneration, O'Brien (Parlin) Cogeneration and JCP&L.
10.11.5** Third Amendment to Power Purchase Agreement dated April 30, 1996
between O'Brien (Newark) Cogeneration and JCP&L.
10.14 Transmission Service and Interconnection Agreement dated November
17, 1987 between O'Brien Energy Systems, Inc. and Public Service
Electric and Gas Company.
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10.15.1 Steam Purchase Agreement dated October 3, 1986 between O'Brien
Cogeneration IV, Inc. and Newark Boxboard Co.
10.15.2** Amendment to Steam Purchase Agreement dated March 15, 1988
between O'Brien Cogeneration IV, Inc. and Newark Boxboard Co.
10.15.3** Amendment to Steam Purchase Agreement dated July 18, 1988 between
O'Brien (Newark) Cogeneration, Inc. and Newark Group Industries,
Inc.
10.16.1 Operating and Maintenance Agreement dated May 1, 1996 between
NRGG Newark and Stewart & Stevenson Operations, Inc.
10.16.2 Letter Agreement dated May 10, 1996 between the Company and
Stewart & Stevenson Operations, Inc.
10.16.3 Letter Agreement dated May 20, 1996 between NRG Generating
(Newark) Cogeneration and Stewart & Stevenson Operations, Inc.
10.17.1** Agreement for Purchase and Sale of Electric Power dated October
20. 1986 between the Company and JCP&L and filed as an exhibit to
the Company's Registration Statement (File No. 33-11789) and
incorporated herein by this reference.
10.17.2 First Amendment to Agreement for Purchase and Sale Electric Power
dated June 11, 1991 between the Company and JCP&L.
10.17.3** Amended and Restated Agreement for Purchase and Sale of Electric
Power dated April 30, 1996 between O'Brien (Parlin) Cogeneration,
Inc. and JCP&L.
10.17.4** Letter Agreement dated April 30, 1996 between O'Brien (Parlin)
Cogeneration, Inc. and JCP&L.
10.20.1** Steam Purchase Contract dated December 8, 1986 between the
Company and E.I. du Pont de Nemours("E.I. du Pont") and Company.
10.20.2** Amendment No. 1 to Steam Purchase Contract dated January 12, 1988
between the Company and E.I. du Pont.
10.20.3** Letter Agreement dated July 25, 1988 between the Company and E.I.
du Pont.
10.20.4** Amendment No. 3 to Steam Purchase Agreement dated December 12,
1988 between the Company and E.I. du Pont.
10.20.5** Amendment No. 4 to Steam Purchase Contract dated July 14, 1989
between the Company and E.I. du Pont.
10.20.6** Amendment No. 5 to Steam Purchase Contract dated February 16,
1993 between the Company and E.I. du Pont.
10.21.1** Electricity Purchase Contract dated January 18, 1988 between the
Company and E.I. du Pont.
10.21.2** Electricity Purchase Contract dated April 30, 1996 between
O'Brien (Parlin) Cogeneration Inc. and NRG Parlin Inc.
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10.21.3** Assignment of Electricity Purchase Contract dated April 30, 1996
between O'Brien (Parlin) Cogeneration, Inc., NRG Parlin, Inc. and
E.I. du Pont.
10.22.1 Operating & Maintenance Agreement dated May 1, 1996 between NRG
Generating (Parlin) Cogeneration, Inc. and Stewart Stevenson
Operations, Inc.
10.22.2 Agreement dated May 1, 1996 between the Company, NRGG Newark,
NRGG Parlin and Stewart & Stevenson Operations, Inc.
10.22.3 Letter Agreement dated May 20, 1996 between NRG Generating
(Parlin) Cogeneration, Inc. and Stewart & Stevenson Operations,
Inc.
10.23** Amended and Restated Partnership Agreement of Grays Ferry
Cogeneration Partnership ("Grays Ferry") dated March 1, 1996,
between Adwin (Schuylkill) Cogeneration, Inc. ("Adwin
Schuylkill"), O'Brien (Schuylkill) Cogeneration, Inc. ("O'Brien
Schuylkill") and Trigen-Schuylkill Cogeneration, Inc. ("Trigen-
Schuylkill").
10.24.1** Acquisition Agreement dated March 1, 1996 between Adwin
Schuylkill, O'Brien Schuylkill and Trigen-Schuylkill.
10.24.2** Side Agreement dated March 1, 1996 between Adwin Schuylkill,
O'Brien Schuylkill and Trigen-Schuylkill.
10.25.1** Contingent Capacity Purchase Addendum to the Agreement for
Purchase of Electric Output (Phase I) dated September 17, 1993
between PECO and Grays Ferry.
10.25.2** Contingent Capacity Purchase Addendum to the Agreement for
Purchase of Electric Output (Phase II) dated September 17, 1993
between PECO and Grays Ferry.
10.25.3 Amendment Agreement dated January 31, 1994 between PECO and Grays
Ferry.
10.25.4 Agreement for Purchase of Electric Output (Phase I) dated July
28, 1992 between PECO Energy Company ("PECO") and Grays Ferry.
10.25.5 Agreement for Purchase of Electric Output (Phase II) dated July
28, 1992 between PECO and Grays Ferry.
10.26.1** Amended and Restated Steam Purchase Agreement dated September 17,
1993 among Philadelphia Thermal Energy Corporation ("PTEC"),
Adwin Equipment Company ("Adwin"), O'Brien Environmental Energy,
Inc. ("O'Brien") and Grays Ferry.
10.26.2** Amended and Restated Steam Venture Agreement dated September 17,
1993 among PTEC, Philadelphia United Power Corporation ("PUPCO"),
Adwin and O'Brien.
10.27.1 Amended and Restated Project Services and Development Agreement
dated September 17, 1993 by and between PUPCO and Grays Ferry
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10.27.2** Consent to Assignment of Agreement dated March 1, 1996 between
PUPCO, Grays Ferry Cogeneration Partnership and The Chase
Manhattan Bank, N.A.
10.28** Amended and Restated Site lease, dated September 17, 1993 between
PTEC and Grays Ferry.
10.29 Newark Lease.
10.30 Parlin Lease.
10.31.1** NRG Generating (U.S.) Inc. 1996 Stock Option Plan dated September
20, 1996 and filed as Appendix A to the Company's Proxy Statement
dated October 28, 1996 and incorporated herein by reference.
10.31.2** Form of an Incentive Stock Option Agreement.
10.31.3** Form of a Nonqualified Stock Option Agreement.
10.31.4** Form of a Nonemployee Director Nonqualified Stock Option
Agreement.
10.32** Employment Agreement dated April 30, 1996 between the Company and
Leonard A. Bluhm.
11** Computation of Earnings
21** List of Subsidiaries of the Registrant.
23.1** Consent of Price Waterhouse LLP.
23.2** Consent of Coopers & Lybrand LLP.
27** Financial Data Schedule.
_____
** Previously filed.
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