AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 1998
REGISTRATION NUMBER 333-53533
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COGEN TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4911 76-0571474
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
COGEN TECHNOLOGIES, INC.
711 LOUISIANA, 33RD FLOOR
HOUSTON, TEXAS 77002
713/336-7700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RICHARD A. LYDECKER, JR.
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
711 LOUISIANA, 33RD FLOOR
HOUSTON, TEXAS 77002
713/336-7700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
CHARLES H. STILL JOSEPH A. COCO
FULBRIGHT & JAWORSKI L.L.P. SKADDEN, ARPS, SLATE, MEAGHER & FLOM
1301 MCKINNEY, SUITE 5100 LLP
HOUSTON, TEXAS 77010-3095 919 THIRD AVENUE
713-/651-5151 NEW YORK, NY 10022-3897
212/735-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTES
This Amendment No. 2 to Registration Statement on Form S-1 has been filed
solely to effect the filing of Exhibits 4.1, 10.4, 10.33, and 10.79 through
10.82.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the Offering are:
Securities and Exchange Commission Registration Fee................ $265,000
NASD Filing Fee.................................................... 30,500
New York Stock Exchange Listing for Common Stock................... *
Legal Fees and Expenses............................................ *
Accounting Fees and Expenses....................................... *
Printing Expenses.................................................. *
Transfer Agent and Registrar Fees.................................. *
Miscellaneous...................................................... *
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TOTAL............................................................ $ *
========
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* To be provided by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eighth of the Company's Certificate of Incorporation and Article X
of the Companys Bylaws provide for mandatory indemnification to at least the
extent specifically allowed by Section 145 of the General Corporation Law of
the State of Delaware (the GCL).
Pursuant to Section 145 of the GCL, the Company generally has the power to
indemnify its current and former directors, officers, employees and agents
against expenses and liabilities incurred by them in connection with any suit
to which they are, or are threatened to be made, a party by reason of their
serving in such positions so long as they acted in good faith and in a manner
in which they reasonably believed to be, or not opposed to, the best interest
of the Company, and with respect to any criminal action, they had no
reasonable cause to believe their conduct was unlawful. With respect to suits
by or in the right of the Company, however, indemnification is generally
limited to attorneys' fees and other expenses and is not available if such
person is adjudged to be liable to the Registrant unless the court determines
that indemnification is appropriate. The statute expressly provides that the
power to indemnify authorized thereby is not exclusive of any rights granted
under any bylaw, agreement, vote of stockholders or disinterested directors,
or otherwise. The Company also has the power to purchase and maintain
insurance for such persons.
The above discussion of the Company's Certificate of Incorporation and
Bylaws and Section 145 of the GCL is not intended to be exhaustive and is
qualified in its entirety by such document and statute.
Directors and Officers are insured at the Company's expense, against certain
liabilities which might arise out of their employment and which are not
subject to indemnification under the Bylaws.
Reference is made to the form of Underwriting Agreement, filed as Exhibit
1.1 hereto, which contains provisions for indemnification of the Company, its
directors, officers and any controlling persons by the Underwriters against
certain liabilities for information furnished by the Underwriters.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
In connection with the organization of the Company, in May 1998 an aggregate
of 1,000 shares of Common Stock were issued to the McNair Interests and the
Minority Interests pursuant to Section 4(2) of the Securities Act of 1993, as
amended.
II-1
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
+1.1 Form of Underwriting Agreement.
+3.1 Certificate of Incorporation.
+3.2 Bylaws.
4.1 Form of Common Stock Certificate.
+4.2 See Exhibits 3.1 and 3.2 hereto for provisions of the Certificate
of Incorporation and Bylaws of Cogen defining the rights of the
holders of Common Stock.
+4.3 Indenture dated , between Cogen Technologies, Inc. and
, as Trustee.
+4.4 Rights Agreement dated as of , 1998, between Cogen
Technologies, Inc. and , as Rights Agent, which includes
as exhibits, the form of Right Certificate and the Summary of
Rights to Purchase Common Shares.
+5.1 Opinion of Fulbright & Jaworski L.L.P.
*10.1 Power Purchase Agreement dated April 14, 1989 between Consolidated
Edison Company of New York, Inc. and Cogen Technologies, Inc.
*10.2 First Amendment dated September 19, 1990 to Power Purchase
Agreement dated April 14, 1989 between Consolidated Edison Company
of New York, Inc. and Cogen Technologies, Inc.
*10.3 Second Amendment dated December 22, 1993 to Power Purchase
Agreement dated April 14, 1989 between Consolidated Edison Company
of New York, Inc. and Cogen Technologies, Inc.
10.4 Gas Service Agreement between Cogen Technologies Linden Venture,
L.P. and Public Service Electric and Gas Company and Elizabethtown
Gas Company dated July 13, 1990 (Confidential Treatment for certain
provisions of this agreement has been requested pursuant to Rule
406 under the Securities Act).
*10.5 Agreement between Cogen Technologies Linden Venture, L.P. and Exxon
Corporation for the Sale of Steam dated August 1, 1990.
*10.6 Backup Fuel Storage and Supply Agreement between Cogen Technologies
Linden Venture, L.P. and Exxon Corporation dated October 4, 1991.
*10.7 Ground Lease Agreement between Cogen Technologies Linden Venture,
L.P. and Exxon Corporation dated August 1, 1990.
*10.8 Operation and Maintenance Agreement by and between Cogen
Technologies Linden Venture, L.P. and General Electric Company
dated June 6, 1997.
*10.9 Amended and Restated Term Loan Agreement, dated as of September 15,
1992, between Cogen Technologies Linden, Ltd. and State Street Bank
and Trust Company of Connecticut, National Association, as Trustee.
*10.10 First Amendment, dated April 30, 1993, to the Amended and Restated
Term Loan Agreement, dated as of September 15, 1992, between Cogen
Technologies Linden, Ltd. and State Street Bank and Trust Company
of Connecticut, National Association, as Trustee.
*10.11 Amended and Restated Agreement of Limited Partnership of Cogen
Technologies Linden Venture, L.P., dated as of September 15, 1992.
*10.12 First Amendment, dated April 30, 1993, to the Amended and Restated
Agreement of Limited Partnership of Cogen Technologies Linden
Venture, L.P., dated as of September 15, 1992.
*10.13 Agreement of Limited Partnership of Cogen Technologies Linden,
Ltd., effective as of June 28, 1989.
*10.14 First Amendment, dated as of February 14, 1990, to the Agreement of
Limited Partnership of Cogen Technologies Linden, Ltd.
*10.15 Second Amendment, dated as of July 31, 1990, to the Agreement of
Limited Partnership of Cogen Technologies Linden, Ltd.
*10.16 Easement Agreement dated June 21, 1991 among Cogen Technologies
Linden Venture, L.P., Texas Eastern Cryogenics, Inc., Texas Eastern
Transmission Corporation and Houston Center Corporation and
Assignment and Conveyance dated December 22, 1993.
II-2
*10.17 Amended and Restated Security Deposit Agreement and Escrow
Agreement dated as of September 17, 1992 among Cogen Technologies
Linden Venture, L.P., Cogen Technologies Linden, Ltd., State Street
Bank and Trust Company of Connecticut as Limited Partner and as
Lender and Midatlantic National Bank, as amended by Amendment dated
April 30, 1993.
*10.18 Promissory note dated May 22, 1986 by Cogen Technologies N.J., Inc.
in favor of Bayonne Industries, Inc.
*10.19 Assignment and Security agreement dated February 15, 1990 between
Cogen Technologies Linden, Ltd. and General Electric Power Funding
Corporation.
*10.20 Collateral Agency Agreement dated as of February 15, 1990 between
Cogen Technologies Linden, Ltd. and General Electric Power Funding
Corporation.
*10.21 Firm Gas Purchase and Sale Agreement and Performance Guarantee
between Cogen Technologies Linden Venture, L.P. and Anadarko Energy
Services Company dated July 1, 1997.
*10.22 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Engage Energy US, L.P. and Guaranty
Agreement between Cogen Technologies Linden Venture, L.P. and The
Coastal Corporation dated July 1, 1997.
*10.23 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Columbia Energy Services Corporation and
Guaranty Agreement between Cogen Technologies Linden Venture, L.P.
and Columbia Gas Systems Corporation dated July 1, 1997.
*10.24 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Sonat Marketing Company L.P. and Guaranty
Agreement between Cogen Technologies Linden Venture, L.P. Sonat,
Inc. dated July 1, 1997.
*10.25 Amended and Restated Firm Gas Purchase and Sale Agreement between
Cogen Technologies Linden Venture, L.P. and Texaco Natural Gas Inc.
and Guaranty Agreement between Cogen Technologies Linden Venture,
L.P. and Texaco Exploration and Production Inc. dated July 1, 1997.
*10.26 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Vastar Gas Marketing, Inc. and Guaranty
Agreement between Cogen Technologies Linden Venture, L.P. and
Vastar Resources, Inc. dated July 1, 1997.
*10.27 Letter of Credit and Reimbursement Agreement dated as of September
17, 1992 between Cogen Technologies Linden Venture, L.P. and
General Electric Capital Corporation.
*10.28 Firm Gas Purchase and Sale Agreement between Camden Cogen, L.P. and
Columbia Energy Services Corporation and Guaranty Agreement between
Camden Cogen, L.P. and Columbia Gas Systems Corporation dated July
1, 1997.
*10.29 Firm Gas Purchase and Sale Agreement between Camden Cogen, L.P. and
Texaco Natural Gas Inc. and Guaranty Agreement between Camden
Cogen, L.P. and Texaco Exploration and Production Inc. dated July
1, 1997.
*10.30 Power Purchase and Interconnection Agreement, dated April 15, 1988,
between Public Service Electric and Gas Company and Camden Cogen,
L.P.
*10.31 First Amendment, dated June 12, 1990, to the Power Purchase and
Interconnection Agreement, dated April 15, 1988, between Public
Service Electric and Gas Company and Camden Cogen, L.P.
*10.32 Second Amendment, dated August 31, 1990, to the Power Purchase and
Interconnection Agreement, dated April 15, 1988, between Public
Service Electric and Gas Company and Camden Cogen, L.P.
10.33 Gas Service Agreement, dated May 15, 1991, between Camden Cogen
L.P. and Public Service Electric and Gas Company (Confidential
Treatment for certain provisions of this agreement has been
requested pursuant to Rule 406 under the Securities Act).
*10.34 First Amendment, dated November 1, 1991, to the Gas Service
Agreement dated May 15, 1991 between Camden Cogen L.P. and Public
Service Electric and Gas Company.
*10.35 Energy Purchase Agreement, dated December 18, 1989, between Camden
Cogen, L.P. and Camden Paperboard Corporation.
*10.36 Amendment and Restatement dated as of April 1, 1993 of the
Construction and Term Loan Agreement dated as of February 4, 1992
among Camden Cogen, PL.P. and General Electric Capital Corporation,
et al.
II-3
*10.37 Amendment No. 1 dated as of December 22, 1993 to the Amendment and
Restated dated as of April 1, 1993 of the Construction and Term
Loan Agreement dated as of February 4, 1992 among Camden Cogen
PL.P. and General Electric Capital Corporation, et al.
*10.38 Term Loan Agreement, dated as of the Conformed Agreement Date,
among Cogen Technologies Camden GP Limited Partnership and General
Electric Capital Corporation.
*10.39 Amendment No. 1 dated as of April 1, 1993 to the Term Loan
Agreement, dated as of the Conformed Agreement Date, among Cogen
Technologies Camden GP Limited Partnership and General Electric
Capital Corporation.
*10.40 Agreement of Limited Partnership of Cogen Technologies Camden GP
Limited Partnership, dated as of July 26, 1991.
*10.41 First Amendment, dated December 1, 1991, to the Agreement of
Limited Partnership of Cogen Technologies Camden GP Limited
Partnership, dated as of July 26, 1991.
*10.42 Amended and Restated Agreement of Limited Partnership of Camden
Cogen L.P., dated as of February 9, 1993.
*10.43 Amendment No. 1 dated as of April 1, 1993 to the Amended and
Restated Agreement of Limited Partnership of Camden Cogen L.P.,
dated as of February 9, 1993.
*10.44 Amendment No. 2 dated as of December 22, 1993 to the Amended and
Restated Agreement of Limited Partnership of Camden Cogen L.P.,
dated as of February 9, 1993.
*10.45 Operation and Maintenance Agreement by and between Camden Cogen
L.P. and General Electric Company dated June 6, 1997.
*10.46 Mortgage dated February 4, 1992 between General Electric Capital
Corporation and Camden Cogen, L.P., as amended by First Amendment
to Mortgage dated April 19, 1993 and Assignment of Mortgage dated
December 22, 1993.
*10.47 Second Amended and Restated Security Deposit Agreement dated
December 22, 1993 between Bank of Tokyo Trust Company, Toronto
Dominion Bank Trust Company, Camden Cogen, L.P., General Electric
Capital Corporation and Cogen Technologies Camden GP Limited
Partnership and Successor Security Deposit Agreement dated December
22, 1993.
*10.48 Security Agreement dated as of the Conformed Agreement Date between
General Electric Capital Corporation and Camden Cogen, L.P.,
Amendment No. 1 dated April 1, 1993 and Amendment No. 2 dated
December 22, 1993.
*10.49 Pledge and Security Agreement dated as of the Conformed Agreement
Date between General Electric Capital Corporation and Cogen
Technologies Camden Inc., Amendment No. 1 dated April 1, 1993 and
Amendment No. 2 dated December 22, 1993.
*10.50 Mortgage from Camden Cogen L.P., Mortgagor, to General Electric
Power Funding Corporation, Mortgagee, Dated as of February 4, 1992.
*10.51 Second Mortgage from Camden Cogen L.P., Mortgagor, to Public
Service Electric and Gas Company, Mortgagee, Dated as of February
4, 1992.
*10.52 Interest Rate and Currency Exchange Agreement dated April 1, 1993
General Electric Capital Corporation and Camden Cogen, L.P.,
Confirmation Letter dated April 1, 1993 and Amendment No. 1 dated
December 22, 1993.
*10.53 Firm Gas Purchase and Sale Agreement and Performance Guarantee
between Camden Cogen, L.P. and Anadarko Energy Services Company
dated July 1, 1997.
*10.54 Agreement for the Sale of Steam and Electricity dated June 13, 1985
between IMTT-Bayonne and Cogen Technologies NJ, Inc., as amended by
Amendment dated May 26, 1986 and Consent to Assignment dated
December 15, 1988.
*10.55 Agreement for the Sale of Steam between Cogen Technologies NJ
Venture and Exxon Company U.S.A., as amended by Amendment dated
August 21, 1988.
II-4
*10.56 Letter Agreement for Gas Service between Public Service Electric
and Gas Company and Cogen Technologies NJ Venture dated October 10,
1986.
*10.57 Water Supply Agreement between the City of Bayonne and Cogen
Technologies NJ Venture dated June 1, 1988.
*10.58 Lease Agreement between Bayonne Industries, Inc. and IMTT-Bayonne
and Cogen Technologies NJ Venture dated October 18, 1986.
*10.59 Easement from Bayonne Industries, Inc. and IMTT-Bayonne to Cogen
Technologies NJ Venture dated October 20, 1986, as amended by
Amendment dated December 15, 1988.
*10.60 Power Purchase and Operations Coordination Agreement between Public
Service Electric and Gas Company and Cogen Technologies NJ Venture
dated June 5, 1989.
*10.61 Agreement for Purchase of Electric Power between Cogen Technologies
NJ Inc. and Jersey Central Power & Light Company dated October 29,
1985.
*10.62 Amendment dated September 5, 1986 to Agreement for Purchase of
Electric Power between Cogen Technologies NJ Inc. and Jersey
Central Power & Light Company dated October 29, 1985.
*10.63 Amendment dated August 1, 1988 to Agreement for Purchase of
Electric Power between Cogen Technologies NJ Inc. and Jersey
Central Power & Light Company dated October 28, 1985.
*10.64 Operation and Maintenance Agreement by and between Cogen
Technologies NJ Venture and General Electric Company dated June 6,
1997.
*10.65 Revised Transmission Service and Interconnection Agreement between
Public Service Electric and Gas Company and Cogen Technologies NJ
Venture dated April 27, 1987.
*10.66 Term Loan Agreement dated as of November 1, 1987 between Cogen
Technologies NJ Venture and The Prudential Insurance Company of
America.
*10.67 First Amendment dated December 15, 1988 to the Term Loan Agreement
dated as of November 1, 1987 between Cogen Technologies NJ Venture
and The Prudential Insurance Company of America.
*10.68 Second Amendment dated July 31, 1996 to the Term Loan Agreement
dated as of November 1, 1987 between Cogen Technologies NJ Venture
and The Prudential Insurance Company of America.
*10.69 $5,000,000 Revolving Credit Loan Agreement dated as of December 19,
1996 by and between Cogen Technologies NJ Venture and Southwest
Bank of Texas, N.A.
*10.70 First Amendment dated December 19, 1997 to the $5,000,000 Revolving
Credit Loan dated as of December 19, 1996 by and between Cogen
Technologies NJ Venture and Southwest Bank of Texas, N.A.
*10.71 Amended and Restated Joint Venture Agreement of Cogen Technologies
NJ Venture dated August 12, 1986.
*10.72 Option Agreement between Bayonne Industries, Inc. and Cogen
Technologies NJ, Inc. dated May 22, 1986.
*10.73 Purchase and Sale Agreement among Bayonne Industries, Inc., IMTT-
Bayonne and Cogen Technologies NJ, Inc. dated May 22, 1986.
*10.74 Steam Producing Facilities Lease Agreement between Cogen
Technologies NJ, Inc. and IMTT-Bayonne dated May 22, 1986 and
Consent to Assignment dated May 22, 1986.
*10.75 Mortgage and Security Agreement between The Prudential Insurance
Company of America and Cogen Technologies NJ Venture dated December
15, 1988.
*10.76 Security Agreement and Assignment between The Prudential Insurance
Company of America and Cogen Technologies NJ Venture dated December
15, 1988, as amended by Amendment dated April 22, 1995 and Waiver
dated July 28, 1995.
*10.77 Disbursement and Security Agreement between The Prudential
Insurance Company of America, Midatlantic National Bank and Cogen
Technologies NJ Venture dated December 15, 1988, as amended by
Amendment dated February 9, 1989.
*10.78 Kerosene Fuel Storage Agreement dated May 5, 1994 between IMTT-
Bayonne and Cogen Technologies NJ Venture.
II-5
10.79 Assignment and Security Agreement, dated February 4, 1992, made by
Cogen Technologies Camden GP Limited Partnership in favor of
General Electric Capital Corporation.
10.80 Pledge and Security Agreement, dated as of the Conformed Agreement
Date, made by Cogen Technologies Camden, Inc. in favor of General
Electric Capital Corporation.
10.81 Management Services Agreement dated effective as of September 1,
1989 by and between Cogen Technologies NJ, Inc., Cogen Technologies
Management Company and Robert C. McNair.
10.82 Assignment and Assumption Agreement between Cogen Technologies
Management Company and Cogen Technologies Management Services,
L.P., with respect to Management Services Agreement dated effective
as of September 1, 1989 by and between Cogen Technologies NJ, Inc.,
Cogen Technologies Management Company and Robert C. McNair.
*12.1 Computation of Ratio of Earnings to Fixed Charges.
+21.1 Subsidiaries of the Company.
*23.1 Consent of Arthur Andersen LLP
+23.3 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1).
*24.1 Power-of-attorney.
- --------
* Previously filed
+ To be filed by amendment.
As permitted by Item 601(b)(4) of Regulation S-K, the Company has not filed
with this Registration Statement certain instruments defining the rights of
holders of long-term debt of the Company, if any, because the total amount of
securities authorized under any of such instruments does not exceed 10% of the
total assets of the Company and its subsidiaries on a consolidated basis. The
Company agrees to furnish a copy of any such agreements to the Securities and
Exchange Commission upon request.
(b) Financial Statement Schedules: None.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Company hereby undertakes to provide to the Underwriters at
the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
The undersigned Company hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as a part of this
Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Company pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be a part of
this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 2 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Houston, State of Texas on the 24th day of August, 1998.
Cogen Technologies, Inc.
(Registrant)
By: /s/ Robert C. McNair
----------------------------------
ROBERT C. MCNAIR
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Robert C. McNair Chairman of the
- ----------------------------------- Board, Chief August 24, 1998
ROBERT C. MCNAIR Executive Officer
and Director
(Principal
Executive Officer)
/s/ Richard A. Lydecker, Jr. Senior Vice
- ----------------------------------- President and Chief August 24, 1998
RICHARD A. LYDECKER, JR. Financial Officer
(Principal
Financial and
Accounting Officer)
* Director August 24, 1998
- -----------------------------------
PHILIP J. BURGUIERES
* Director August 24, 1998
- -----------------------------------
ERNEST H. COCKRELL
* Director August 24, 1998
- -----------------------------------
MALCOLM GILLIS
Director
- -----------------------------------
CHARLES BERDON LAWRENCE
* Director August 24, 1998
- -----------------------------------
CONSTANTINE S. NICANDROS
*By: Richard A. Lydecker, Jr.
- -----------------------------------
RICHARD A. LYDECKER, JR.
As Attorney-in-Fact
II-7
INDEX TO EXHIBITS
+1.1 Form of Underwriting Agreement.
+3.1 Certificate of Incorporation.
+3.2 Bylaws.
4.1 Form of Common Stock Certificate.
+4.2 See Exhibits 3.1 and 3.2 hereto for provisions of the Certificate
of Incorporation and Bylaws of Cogen defining the rights of the
holders of Common Stock.
+4.3 Indenture dated , between Cogen Technologies, Inc. and
, as Trustee.
+4.4 Rights Agreement dated as of , 1998, between Cogen
Technologies, Inc. and , as Rights Agent, which includes
as exhibits, the form of Right Certificate and the Summary of
Rights to Purchase Common Shares.
+5.1 Opinion of Fulbright & Jaworski L.L.P.
*10.1 Power Purchase Agreement dated April 14, 1989 between Consolidated
Edison Company of New York, Inc. and Cogen Technologies, Inc.
*10.2 First Amendment dated September 19, 1990 to Power Purchase
Agreement dated April 14, 1989 between Consolidated Edison Company
of New York, Inc. and Cogen Technologies, Inc.
*10.3 Second Amendment dated December 22, 1993 to Power Purchase
Agreement dated April 14, 1989 between Consolidated Edison Company
of New York, Inc. and Cogen Technologies, Inc.
10.4 Gas Service Agreement between Cogen Technologies Linden Venture,
L.P. and Public Service Electric and Gas Company and Elizabethtown
Gas Company dated July 13, 1990 (Confidential Treatment for certain
provisions of this agreement has been requested pursuant to Rule
406 under the Securities Act)
*10.5 Agreement between Cogen Technologies Linden Venture, L.P. and Exxon
Corporation for the Sale of Steam dated August 1, 1990.
*10.6 Backup Fuel Storage and Supply Agreement between Cogen Technologies
Linden Venture, L.P. and Exxon Corporation dated October 4, 1991.
*10.7 Ground Lease Agreement between Cogen Technologies Linden Venture,
L.P. and Exxon Corporation dated August 1, 1990.
*10.8 Operation and Maintenance Agreement by and between Cogen
Technologies Linden Venture, L.P. and General Electric Company
dated June 6, 1997.
*10.9 Amended and Restated Term Loan Agreement, dated as of September 15,
1992, between Cogen Technologies Linden, Ltd. and State Street Bank
and Trust Company of Connecticut, National Association, as Trustee.
*10.10 First Amendment, dated April 30, 1993, to the Amended and Restated
Term Loan Agreement, dated as of September 15, 1992, between Cogen
Technologies Linden, Ltd. and State Street Bank and Trust Company
of Connecticut, National Association, as Trustee.
*10.11 Amended and Restated Agreement of Limited Partnership of Cogen
Technologies Linden Venture, L.P., dated as of September 15, 1992.
*10.12 First Amendment, dated April 30, 1993, to the Amended and Restated
Agreement of Limited Partnership of Cogen Technologies Linden
Venture, L.P., dated as of September 15, 1992.
*10.13 Agreement of Limited Partnership of Cogen Technologies Linden,
Ltd., effective as of June 28, 1989.
*10.14 First Amendment, dated as of February 14, 1990, to the Agreement of
Limited Partnership of Cogen Technologies Linden, Ltd.
*10.15 Second Amendment, dated as of July 31, 1990, to the Agreement of
Limited Partnership of Cogen Technologies Linden, Ltd.
*10.16 Easement Agreement dated June 21, 1991 among Cogen Technologies
Linden Venture, L.P., Texas Eastern Cryogenics, Inc., Texas Eastern
Transmission Corporation and Houston Center Corporation and
Assignment and Conveyance dated December 22, 1993.
*10.17 Amended and Restated Security Deposit Agreement and Escrow
Agreement dated as of September 17, 1992 among Cogen Technologies
Linden Venture, L.P., Cogen Technologies Linden, Ltd., State Street
Bank and Trust Company of Connecticut as Limited Partner and as
Lender and Midatlantic National Bank, as amended by Amendment dated
April 30, 1993.
*10.18 Promissory note dated May 22, 1986 by Cogen Technologies N.J., Inc.
in favor of Bayonne Industries, Inc.
*10.19 Assignment and Security agreement dated February 15, 1990 between
Cogen Technologies Linden, Ltd. and General Electric Power Funding
Corporation.
*10.20 Collateral Agency Agreement dated as of February 15, 1990 between
Cogen Technologies Linden, Ltd. and General Electric Power Funding
Corporation.
*10.21 Firm Gas Purchase and Sale Agreement and Performance Guarantee
between Cogen Technologies Linden Venture, L.P. and Anadarko Energy
Services Company dated July 1, 1997.
*10.22 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Engage Energy US, L.P. and Guaranty
Agreement between Cogen Technologies Linden Venture, L.P. and The
Coastal Corporation dated July 1, 1997.
*10.23 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Columbia Energy Services Corporation and
Guaranty Agreement between Cogen Technologies Linden Venture, L.P.
and Columbia Gas Systems Corporation dated July 1, 1997.
*10.24 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Sonat Marketing Company L.P. and Guaranty
Agreement between Cogen Technologies Linden Venture, L.P. Sonat,
Inc. dated July 1, 1997.
*10.25 Amended and Restated Firm Gas Purchase and Sale Agreement between
Cogen Technologies Linden Venture, L.P. and Texaco Natural Gas Inc.
and Guaranty Agreement between Cogen Technologies Linden Venture,
L.P. and Texaco Exploration and Production Inc. dated July 1, 1997.
*10.26 Firm Gas Purchase and Sale Agreement between Cogen Technologies
Linden Venture, L.P. and Vastar Gas Marketing, Inc. and Guaranty
Agreement between Cogen Technologies Linden Venture, L.P. and
Vastar Resources, Inc. dated July 1, 1997.
*10.27 Letter of Credit and Reimbursement Agreement dated as of September
17, 1992 between Cogen Technologies Linden Venture, L.P. and
General Electric Capital Corporation.
*10.28 Firm Gas Purchase and Sale Agreement between Camden Cogen, L.P. and
Columbia Energy Services Corporation and Guaranty Agreement between
Camden Cogen, L.P. and Columbia Gas Systems Corporation dated July
1, 1997.
*10.29 Firm Gas Purchase and Sale Agreement between Camden Cogen, L.P. and
Texaco Natural Gas Inc. and Guaranty Agreement between Camden
Cogen, L.P. and Texaco Exploration and Production Inc. dated July
1, 1997.
*10.30 Power Purchase and Interconnection Agreement, dated April 15, 1988,
between Public Service Electric and Gas Company and Camden Cogen,
L.P.
*10.31 First Amendment, dated June 12, 1990, to the Power Purchase and
Interconnection Agreement, dated April 15, 1988, between Public
Service Electric and Gas Company and Camden Cogen, L.P.
*10.32 Second Amendment, dated August 31, 1990, to the Power Purchase and
Interconnection Agreement, dated April 15, 1988, between Public
Service Electric and Gas Company and Camden Cogen, L.P.
10.33 Gas Service Agreement, dated May 15, 1991, between Camden Cogen
L.P. and Public Service Electric and Gas Company (Confidential
Treatment for certain provisions of this agreement has been
requested pursuant to Rule 406 under the Securities Act).
*10.34 First Amendment, dated November 1, 1991, to the Gas Service
Agreement dated May 15, 1991 between Camden Cogen L.P. and Public
Service Electric and Gas Company.
*10.35 Energy Purchase Agreement, dated December 18, 1989, between Camden
Cogen, L.P. and Camden Paperboard Corporation.
*10.36 Amendment and Restatement dated as of April 1, 1993 of the
Construction and Term Loan Agreement dated as of February 4, 1992
among Camden Cogen, PL.P. and General Electric Capital Corporation,
et al.
*10.37 Amendment No. 1 dated as of December 22, 1993 to the Amendment and
Restated dated as of April 1, 1993 of the Construction and Term
Loan Agreement dated as of February 4, 1992 among Camden Cogen
PL.P. and General Electric Capital Corporation, et al.
*10.38 Term Loan Agreement, dated as of the Conformed Agreement Date,
among Cogen Technologies Camden GP Limited Partnership and General
Electric Capital Corporation.
*10.39 Amendment No. 1 dated as of April 1, 1993 to the Term Loan
Agreement, dated as of the Conformed Agreement Date, among Cogen
Technologies Camden GP Limited Partnership and General Electric
Capital Corporation.
*10.40 Agreement of Limited Partnership of Cogen Technologies Camden GP
Limited Partnership, dated as of July 26, 1991.
*10.41 First Amendment, dated December 1, 1991, to the Agreement of
Limited Partnership of Cogen Technologies Camden GP Limited
Partnership, dated as of July 26, 1991.
*10.42 Amended and Restated Agreement of Limited Partnership of Camden
Cogen L.P., dated as of February 9, 1993.
*10.43 Amendment No. 1 dated as of April 1, 1993 to the Amended and
Restated Agreement of Limited Partnership of Camden Cogen L.P.,
dated as of February 9, 1993.
*10.44 Amendment No. 2 dated as of December 22, 1993 to the Amended and
Restated Agreement of Limited Partnership of Camden Cogen L.P.,
dated as of February 9, 1993.
*10.45 Operation and Maintenance Agreement by and between Camden Cogen
L.P. and General Electric Company dated June 6, 1997.
*10.46 Mortgage dated February 4, 1992 between General Electric Capital
Corporation and Camden Cogen, L.P., as amended by First Amendment
to Mortgage dated April 19, 1993 and Assignment of Mortgage dated
December 22, 1993.
*10.47 Second Amended and Restated Security Deposit Agreement dated
December 22, 1993 between Bank of Tokyo Trust Company, Toronto
Dominion Bank Trust Company, Camden Cogen, L.P., General Electric
Capital Corporation and Cogen Technologies Camden GP Limited
Partnership and Successor Security Deposit Agreement dated December
22, 1993.
*10.48 Security Agreement dated as of the Conformed Agreement Date between
General Electric Capital Corporation and Camden Cogen, L.P.,
Amendment No. 1 dated April 1, 1993 and Amendment No. 2 dated
December 22, 1993.
*10.49 Pledge and Security Agreement dated as of the Conformed Agreement
Date between General Electric Capital Corporation and Cogen
Technologies Camden Inc., Amendment No. 1 dated April 1, 1993 and
Amendment No. 2 dated December 22, 1993.
*10.50 Mortgage from Camden Cogen L.P., Mortgagor, to General Electric
Power Funding Corporation, Mortgagee, Dated as of February 4, 1992.
*10.51 Second Mortgage from Camden Cogen L.P., Mortgagor, to Public
Service Electric and Gas Company, Mortgagee, Dated as of February
4, 1992.
*10.52 Interest Rate and Currency Exchange Agreement dated April 1, 1993
General Electric Capital Corporation and Camden Cogen, L.P.,
Confirmation Letter dated April 1, 1993 and Amendment No. 1 dated
December 22, 1993.
*10.53 Firm Gas Purchase and Sale Agreement and Performance Guarantee
between Camden Cogen, L.P. and Anadarko Energy Services Company
dated July 1, 1997.
*10.54 Agreement for the Sale of Steam and Electricity dated June 13, 1985
between IMTT-Bayonne and Cogen Technologies NJ, Inc., as amended by
Amendment dated May 26, 1986 and Consent to Assignment dated
December 15, 1988.
*10.55 Agreement for the Sale of Steam between Cogen Technologies NJ
Venture and Exxon Company U.S.A., as amended by Amendment dated
August 21, 1988.
*10.56 Letter Agreement for Gas Service between Public Service Electric
and Gas Company and Cogen Technologies NJ Venture dated October 10,
1986.
*10.57 Water Supply Agreement between the City of Bayonne and Cogen
Technologies NJ Venture dated June 1, 1988.
*10.58 Lease Agreement between Bayonne Industries, Inc. and IMTT-Bayonne
and Cogen Technologies NJ Venture dated October 18, 1986.
*10.59 Easement from Bayonne Industries, Inc. and IMTT-Bayonne to Cogen
Technologies NJ Venture dated October 20, 1986, as amended by
Amendment dated December 15, 1988.
*10.60 Power Purchase and Operations Coordination Agreement between Public
Service Electric and Gas Company and Cogen Technologies NJ Venture
dated June 5, 1989.
*10.61 Agreement for Purchase of Electric Power between Cogen Technologies
NJ Inc. and Jersey Central Power & Light Company dated October 29,
1985.
*10.62 Amendment dated September 5, 1986 to Agreement for Purchase of
Electric Power between Cogen Technologies NJ Inc. and Jersey
Central Power & Light Company dated October 29, 1985.
*10.63 Amendment dated August 1, 1988 to Agreement for Purchase of
Electric Power between Cogen Technologies NJ Inc. and Jersey
Central Power & Light Company dated October 28, 1985.
*10.64 Operation and Maintenance Agreement by and between Cogen
Technologies NJ Venture and General Electric Company dated June 6,
1997.
*10.65 Revised Transmission Service and Interconnection Agreement between
Public Service Electric and Gas Company and Cogen Technologies NJ
Venture dated April 27, 1987.
*10.66 Term Loan Agreement dated as of November 1, 1987 between Cogen
Technologies NJ Venture and The Prudential Insurance Company of
America.
*10.67 First Amendment dated December 15, 1988 to the Term Loan Agreement
dated as of November 1, 1987 between Cogen Technologies NJ Venture
and The Prudential Insurance Company of America.
*10.68 Second Amendment dated July 31, 1996 to the Term Loan Agreement
dated as of November 1, 1987 between Cogen Technologies NJ Venture
and The Prudential Insurance Company of America.
*10.69 $5,000,000 Revolving Credit Loan Agreement dated as of December 19,
1996 by and between Cogen Technologies NJ Venture and Southwest
Bank of Texas, N.A.
*10.70 First Amendment dated December 19, 1997 to the $5,000,000 Revolving
Credit Loan dated as of December 19, 1996 by and between Cogen
Technologies NJ Venture and Southwest Bank of Texas, N.A.
*10.71 Amended and Restated Joint Venture Agreement of Cogen Technologies
NJ Venture dated August 12, 1986.
*10.72 Option Agreement between Bayonne Industries, Inc. and Cogen
Technologies NJ, Inc. dated May 22, 1986.
*10.73 Purchase and Sale Agreement among Bayonne Industries, Inc., IMTT-
Bayonne and Cogen Technologies NJ, Inc. dated May 22, 1986.
*10.74 Steam Producing Facilities Lease Agreement between Cogen
Technologies NJ, Inc. and IMTT-Bayonne dated May 22, 1986 and
Consent to Assignment dated May 22, 1986.
*10.75 Mortgage and Security Agreement between The Prudential Insurance
Company of America and Cogen Technologies NJ Venture dated December
15, 1988.
*10.76 Security Agreement and Assignment between The Prudential Insurance
Company of America and Cogen Technologies NJ Venture dated December
15, 1988, as amended by Amendment dated April 22, 1995 and Waiver
dated July 28, 1995.
*10.77 Disbursement and Security Agreement between The Prudential
Insurance Company of America, Midatlantic National Bank and Cogen
Technologies NJ Venture dated December 15, 1988, as amended by
Amendment dated February 9, 1989.
*10.78 Kerosene Fuel Storage Agreement dated May 5, 1994 between IMTT-
Bayonne and Cogen Technologies NJ Venture.
10.79 Assignment and Security Agreement, dated February 4, 1992, made by
Cogen Technologies Camden GP Limited Partnership in favor of
General Electric Capital Corporation.
10.80 Pledge and Security Agreement, dated as of the Conformed Agreement
Date, made by Cogen Technologies Camden, Inc. in favor of General
Electric Capital Corporation.
10.81 Management Services Agreement dated effective as of September 1,
1989 by and between Cogen Technologies NJ, Inc., Cogen Technologies
Management Company and Robert C. McNair.
10.82 Assignment and Assumption Agreement between Cogen Technologies
Management Company and Cogen Technologies Management Services,
L.P., with respect to Management Services Agreement dated effective
as of September 1, 1989 by and between Cogen Technologies NJ, Inc.,
Cogen Technologies Management Company and Robert C. McNair.
*12.1 Computation of Ratio of Earnings to Fixed Charges.
+21.1 Subsidiaries of the Company.
*23.1 Consent of Arthur Andersen LLP
+23.3 Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1).
*24.1 Power-of-attorney.
- --------
* Previously filed
+ To be filed by amendment.