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 )
---
TRIGEN ENERGY CORPORATION
- ---------------------------------------------------------------------------
(Name of Subject Company (Issuer))
T ACQUISITION CORP. (OFFEROR)
ELYO
SUEZ LYONNAISE DES EAUX
- ---------------------------------------------------------------------------
(Names of Filing Persons (identifying status as offeror, issuer or
other person))
COMMON STOCK, $0.01 PAR VALUE
- ---------------------------------------------------------------------------
(Title of Class of Securities)
895930105
- ---------------------------------------------------------------------------
(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
- ---------------------------------------------------------------------------
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)
CALCULATION OF FILING FEE
- ---------------------------------------------------------------------------
Transaction Valuation* $173,487,223 Amount Of Filing Fee $34,698
- ---------------------------------------------------------------------------
* 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: |_|
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.
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
---------------------------------------
Name: M. Patrice Herbet*
Title: Authorized Representative
Dated: March 6, 2000
- ----------
* A Power of Attorney authorizing M. Patrice Herbet to sign on behalf of
Suez Lyonnaise des Eaux is filed herewith as Exhibit (i).
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER TITLE
- ----------- -----
(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