SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 27, 1998
TRIGEN ENERGY CORPORATION
Delaware 1-13264 13-3378939
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State of Commission File No. IRS Employer ID
Incorporation
One Water Street
White Plains, NY 10601
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Address of Principal Zip Code
Executive Offices
914-286-6600
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Registrant's telephone number
Item 2. Acquisition of Assets.
(a) On January 22, 1998, the registrant, Trigen Energy Corporation (Trigen)
acquired all of the capital stock of Power Sources, Inc. (PSI), a privately held
North Carolina corporation, pursuant to a Stock Purchase Agreement in a
transaction with a total value of approximately $63 million. This transaction
value consisted of the following elements: Trigen paid to the Sellers, for the
capital stock of PSI, a cash consideration of $28,865,171. Trigen also paid
$11,667,000 pursuant to a Noncompetition Agreement with the Sellers.
The acquisition included bank debt of PSI in the amount of $7,145,000 and
also contractual (project construction) obligations of PSI estimated to be
$14,944,000. In addition to said consideration, Trigen has committed to the
installation of plant efficiency enhancements, consisting of Trigen Ewing back
pressure turbines, valued at $800,000.
The Sellers were PSI's two shareholders, ChemFirst, Inc., a Mississippi
corporation, and Canal Industries, Inc., a South Carolina corporation.
The source of the cash portion of the acquisition consideration was
Trigen's general corporate revolving line of credit with Societe Generale.
(b) PSI owns and operates seven biomass-to-energy plants, producing steam
for industrial customers from renewable biomass fuels including wood residues,
rice hulls, cotton waste and paper mill sludge. PSI's customers, all under long
term contracts, include Baxter Healthcare, Kimberly Clark, Cargill, National
Textiles LLC and Broyhill Furniture, at facilities located in Mississippi, North
Carolina, South Carolina and Tennessee. An eighth plant will be built in
Georgia to serve a Gilman Paper facility under a long term contract.
Item 7. Financial Statements and Exhibits
The Stock Purchase Agreement between Trigen and the Sellers is filed
herewith as an exhibit to this report.
It is impractical to file finanical statements and pro forma financial
information at this time but such filing will be made by amendment not later
than sixty days herefrom.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIGEN ENERGY CORPORATION
Date: January 27, 1998 By: /s/ Thomas R. Casten
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Thomas R. Casten, President
TRIGEN ENERGY CORPORATION
Index of Exhibits
Exhibit Description
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2.3* -- Stock Purchase Agreement, dated December 9, 1997,
between Canal Inustries, Inc and ChemFirst Inc.
as Sellers, and Trigen Energy Corporation, as Buyer.
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* Filed herewith.
Omitted Schedules
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The following schedules as described below have been omitted from this filing.
The registrant agrees to furnish supplementally a copy of any omitted schedule
to the Commission upon its request.
SCHEDULES
Schedule 1.1 Permitted Exceptions
Schedule 2.4 Sample Working Capital Computation
Schedule 2.6 Sludge Service and Steam Sales Agreement
and Projections (Draft)
Schedule 5.4 Violations and Conflicts
Schedule 5.5 Schedule of Insurance
Schedule 5.7 Certain Changes
Schedule 5.9 Real Property
Schedule 5.10 Fixed Assets
Schedule 5.11 Intellectual Property
Schedule 5.13 Material Contracts
Schedule 5.14 Litigation
Schedule 5.15 Violations of Law
Schedule 5.16 Permits
Schedule 5.17 Environmental Matters
Schedule 5.18 Taxes
Schedule 5.19 Labor Relations
Schedule 5.20 Employee Plans