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As Filed With The Securities And Exchange Commission On September 24, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE
ACT OF 1934 AND RULE 13E-3 ((S) 240.13E-3) THEREUNDER)
COGENERATION CORPORATION OF AMERICA
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(Name of the Issuer)
NRG ENERGY, INC.
COGENERATION CORPORATION OF AMERICA
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(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
628950-10-7
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(CUSIP Number of Class of Securities)
James J. Bender Julie A. Jorgensen
Vice President and General Counsel President and Chief Executive Officer
NRG Energy, Inc. Cogeneration Corporation of America
1221 Nicollet Mall, Suite 700 One Carlson Parkway, Suite 240
Minneapolis, MN 55403-2445 Minneapolis, MN 55447-4454
(612) 373-5300 (612) 745-7900
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
Copies to:
Jeanine L. Matte, Esq. Bruce J. Parker, Esq.
Pankaj K. Sinha, Esq. Kaplan, Strangis and Kaplan, P.A.
Skadden, Arps, Slate, Meagher & Flom LLP 5500 Norwest Center
1440 New York Avenue, N.W. 90 South Seventh Street
Washington, D.C. 20005-2111 Minneapolis, MN 55402
(202) 371-7000 (612) 904-5600
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This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rules 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [x]
CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
$183,174,663.00 $36,634.93
[x] Check 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: $36,634.93
Form or Registration Number: Schedule 14A
Filing Party: Cogeneration Corporation of America
Date Filed: September 23, 1999
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3")
is being filed by NRG Energy, Inc., a corporation organized under the laws of
Delaware ("NRG"), and Cogeneration Corporation of America, a corporation
organized under the laws of Delaware ("CogenAmerica"), pursuant to Section 13(e)
of the Securities Exchange Act of 1934, as amended, and Rule 13(e) 3 thereunder,
in connection with the Agreement and Plan of Merger, dated as of August 26, 1999
(the "Merger Agreement"), by and among Calpine Corporation ("Calpine"), Calpine
East Acquisition Corp. ("Acquisition Sub") and CogenAmerica, pursuant to which
Acquisition Sub will merge with and into CogenAmerica, with CogenAmerica
continuing as the surviving corporation.
The following Cross Reference Sheet, prepared pursuant to General Instruction F
to Schedule 13E-3, shows the location in the Proxy Statement of CogenAmerica
filed with the Securities and Exchange Commission on the date hereof of the
information required to be included in this Schedule 13E-3. The information set
forth in the Proxy Statement, including all exhibits thereto, is hereby
expressly incorporated herein by reference as set forth in the Cross Reference
Sheet and the responses in this Schedule 13E-3, and such responses are qualified
in their entirety by reference to the information contained in the Proxy
Statement.
The information contained in this Schedule 13E-3 concerning CogenAmerica,
including, without limitation, information concerning the background of the
transaction, the deliberations of CogenAmerica's Board of Directors in
connection with the transaction, the opinion of CogenAmerica's financial
advisor, and CogenAmerica's capital structure and historical financial
statements, was supplied by CogenAmerica. NRG, Calpine and Acquisition Sub take
no responsibility for the accuracy of such information. The information
contained in this Schedule 13E-3 concerning Calpine and Acquisition Sub was
supplied by Calpine. CogenAmerica and NRG take no responsibility for the
accuracy of such information. The information contained in this Schedule 13E-3
concerning NRG was supplied by NRG. CogenAmerica, Calpine and Acquisition Sub
take no responsibility for the accuracy of such information.
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CROSS-REFERENCE SHEET
SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
ITEM NUMBER AND CAPTION ---------------------------
-----------------------
Item 1(a)................................... Outside Front Cover Page;
QUESTIONS AND ANSWERS
ABOUT THE MERGER; SUMMARY -
The Companies
Item 1(b)................................... SUMMARY - The Special Meeting;
THE SPECIAL MEETING - Record
Date; Voting Power; Votes
Required
Item 1(c)................................... HISTORICAL MARKET INFORMATION
Item 1(d)................................... HISTORICAL MARKET INFORMATION
Item 1(e)................................... Not applicable.
Item 1(f)................................... Not applicable.
Item 2(a)-(d),(g)........................... Not applicable.
Item 2(e)-(f)............................... Not applicable.
Item 3(a)(1)................................ Outside Front Cover Page;
SPECIAL FACTORS -
Background of the Merger; -
Reasons for the Merger; -
Conflicts of Interest -
Arrangements with NRG
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Item 3(a)(2)and(b).......................... Outside Front Cover Page;
SUMMARY - Recommendations of the
Independent Directors
Committee and the Board of
Directors; SPECIAL FACTORS -
Background of the Merger; -
Reasons for the Merger;
-Conflicts of Interest -
Arrangements with NRG
Item 4(a)................................... QUESTIONS AND ANSWERS
ABOUT THE MERGER; SUMMARY -
Terms of the Merger
Agreement; SPECIAL FACTORS -
Purpose, Timing and
Structure of the Merger;
SUMMARY OF MATERIAL FEATURES
OF THE MERGER
Item 4(b)................................... QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY - Terms of the
Merger Agreement; SPECIAL
FACTORS - Purpose, Timing and
Structure of the Merger; SUMMARY
OF MATERIAL FEATURES OF THE
MERGER; SUMMARY OF MATERIAL
FEATURES OF THE CALPINE/NRG
AGREEMENT
Item 5(a)-(b)............................... SUMMARY - Terms of the Merger
Agreement; SPECIAL FACTORS -
Background of the Merger; -
Plans for CogenAmerica After
the Merger; - Conflicts of
Interest - Arrangements with
NRG; SUMMARY OF MATERIAL
FEATURES OF THE MERGER;
SUMMARY OF MATERIAL FEATURES OF
THE CALPINE/NRG AGREEMENT
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Item 5(c)-(d)............................... SUMMARY - Terms of the Merger
Agreement; SPECIAL FACTORS -
Purpose, Timing and Structure of
the Merger; - Plans for
CogenAmerica After the Merger;
SUMMARY OF MATERIAL FEATURES OF
THE MERGER; SUMMARY OF MATERIAL
FEATURES OF THE CALPINE/NRG
AGREEMENT
Item 5(e)................................... QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY - Terms of the
Merger Agreement; SPECIAL
FACTORS - Purpose, Timing and
Structure of the Merger; -
Plans for CogenAmerica After the
Merger; SUMMARY OF MATERIAL
FEATURES OF THE MERGER; SUMMARY
OF MATERIAL FEATURES OF THE
CALPINE/NRG AGREEMENT
Item 5(f)-(g)............................... QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY - Terms of the
Merger Agreement; SPECIAL
FACTORS - Purpose, Timing and
Structure of the Merger; SUMMARY
OF MATERIAL FEATURES OF THE
MERGER; SPECIAL FACTORS -
Certain Effects of the Merger
Item 6(a) and (d)........................... SUMMARY OF MATERIAL FEATURES OF
THE MERGER - Financing of the
Merger; Source of Funds
Item 6(b)................................... EXPENSES OF THE TRANSACTION
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Item 7(a)-(c).............................. SUMMARY - Potential Benefits and
Detriments of the Merger to
Unaffiliated Stockholders;
Benefits to Insiders; SPECIAL
FACTORS - Background of the
Merger; - Purpose, Timing and
Structure of the Merger;
- Reasons for the Merger;
- Perspective of NRG on the
Fairness of the Merger
Item 7(d).................................. SUMMARY - Potential Benefits and
Detriments of the Merger to
Unaffiliated Stockholders;
Benefits to Insiders; SPECIAL
FACTORS - Background of the
Merger; - Purpose, Timing and
Structure of the Merger;
- Reasons for the Merger; -
Perspective of NRG on the
Fairness of the Merger; SUMMARY
OF MATERIAL FEATURES OF THE
MERGER - Federal Income Tax
Consequences of the Transaction
Item 8(a) ................................. QUESTIONS AND ANSWERS ABOUT THE
MERGER; SUMMARY -
Recommendations of the
Independent Directors Committee
and the Board of Directors; -
Opinion of CogenAmerica's
Financial Advisor; SPECIAL
FACTORS - Background of the
Merger; - Purpose, Timing and
Structure of the Merger; -
Reasons for the Merger; -
Opinion of Financial Advisor; -
Perspective of NRG on the
Fairness of the Merger
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Item 8(b)............................... SUMMARY - Recommendations of the
Independent Directors Committee
and the Board of Directors; -
Opinion of CogenAmerica's
Financial Advisor; SPECIAL
FACTORS - Background of the
Merger; - Purpose, Timing and
Structure of the Merger; -
Reasons for the Merger; -
Opinion of Financial Advisor; -
Perspective of NRG on the
Fairness of the Merger
Item 8(c)............................... SUMMARY - Record Date;
Voting Power; Votes Required;
THE SPECIAL MEETING - Record
Date; Voting Power; Votes
Required; SUMMARY OF MATERIAL
FEATURES OF THE MERGER - The
Merger - Conditions to the
Merger
Item 8(d)............................... SPECIAL FACTORS - Background of
the Merger; - Recommendations of
the Independent Directors
Committee and the Board of
Directors
Item 8(e)............................... SUMMARY - Record Date;
Voting Power; Votes Required;
SPECIAL FACTORS - Background of
the Merger; - Recommendations of
the Independent Directors
Committee and the Board of
Directors; THE SPECIAL MEETING -
Record Date; Voting Power;
Votes Required; SUMMARY OF
MATERIAL FEATURES OF THE MERGER
- The Merger - Conditions to the
Merger
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Item 8(f)............................... SPECIAL FACTORS - Background of
the Merger; - Reasons for the
Merger; - Recommendations of the
Independent Directors Committee
and the Board of Directors
Item 9(a)-(c)............................ SUMMARY - Opinion of
CogenAmerica's Financial
Advisor; - Recommendations of
the Independent Directors
Committee and the Board of
Directors; SPECIAL FACTORS -
Opinion of Financial Advisor
Item 10(a)............................... SUMMARY - Record Date; Voting
Power; Votes Required; THE
SPECIAL MEETING - Record Date;
Voting Power; Votes Required;
INTEREST IN SECURITIES OF
COGENAMERICA
Item 10(b)............................... CERTAIN TRANSACTIONS IN COMMON
STOCK AND STOCK OPTIONS
Item 11.................................. SUMMARY OF MATERIAL FEATURES OF
THE MERGER; SUMMARY OF MATERIAL
FEATURES OF THE CALPINE/NRG
AGREEMENT
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Item 12(a)-(b)......................... SUMMARY - Recommendations of the
Independent Directors Committee
and the Board of Directors; THE
SPECIAL MEETING - Record Date;
Voting Power; Votes Required;
SPECIAL FACTORS - Reasons for
the Merger; - Recommendations of
the Independent Directors
Committee and the Board of
Directors; - Perspective of NRG
on the Fairness of the Merger; -
Conflicts of Interest; SUMMARY
OF MATERIAL FEATURES OF THE
CALPINE/NRG AGREEMENT
Item 13(a)............................. SUMMARY - Appraisal Rights;
SUMMARY OF MATERIAL FEATURES OF
THE MERGER - Appraisal Rights
Item 13(b)-(c)......................... Not applicable.
Item 14(a)............................. SELECTED CONSOLIDATED FINANCIAL
DATA OF COGENAMERICA;
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
Item 14(b)............................. Not applicable.
Item 15(a)-(b)......................... THE SPECIAL MEETING - General;
EXPENSES OF THE TRANSACTION
Item 16................................ Not applicable.
Item 17(a)............................. Not applicable.
Item 17(b)............................. Fairness Opinion, dated as of
August 26, 1999, delivered by
Donaldson, Lufkin & Jenrette
Securities Corporation (set
forth as Appendix C to the Proxy
Statement which is filed as
Exhibit (d) hereto)*
Item 17(c)(1).......................... Agreement and Plan of Merger
among Cogeneration Corporation
of America, Calpine Corporation
and Calpine East Acquisition
Corp., dated as of August 26,
1999 (set forth as Appendix A to
the Proxy Statement which is
filed as Exhibit (d) hereto)*
Item 17(c)(2).......................... Contribution and Stockholders
Agreement, dated as of August
26, 1999, among Calpine
Corporation, Calpine East
Acquisition Corp. and NRG
Energy, Inc.
Item 17(d)............................. Copies of each of the
Preliminary Proxy Statement of
Cogeneration Corporation of
America, Letter to Stockholders
and Notice of Special Meeting of
Stockholders
Item 17(e)............................. Section 262 of the Delaware
General Corporation Law (set
forth as Appendix D to the Proxy
Statement which is filed as
Exhibit (d) hereto)*
Item 17(f)............................. Not applicable.
* Incorporated by reference to the Proxy Statement
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth on the Outside Front Cover Page and in
"QUESTIONS AND ANSWERS ABOUT THE MERGER" and "SUMMARY - The Companies" of the
Proxy Statement is incorporated herein by reference.
(b) The information set forth in "SUMMARY - The Special Meeting" and
"THE SPECIAL MEETING - Record Date; Voting Power; Votes Required" of the Proxy
Statement is incorporated herein by reference.
(c) The information set forth in "HISTORICAL MARKET INFORMATION" of
the Proxy Statement is incorporated herein by reference.
(d) The information set forth in "HISTORICAL MARKET INFORMATION" of
the Proxy Statement is incorporated herein by reference.
(e) Not applicable.
(f) On April 30, 1996, NRG received an option to convert $3,000,000
of the outstanding principal amount of the loan then existing between NRG and
O'Brien (Schuylkill) Cogeneration, Inc. ("Schuylkill") into 396,255 shares of
common stock of CogenAmerica. Such option vested on August 22, 1997 when NRG
loaned additional funds to Schuylkill. On Novermber 25, 1997, NRG converted
$3,000,000 of the loan balance into 396,255 shares at a per share price of
approximately $7.57. The average price of CogenAmerica's common stock was $16.40
and $19.48, respectively, for the third and fourth quarters of 1997.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed jointly by NRG and CogenAmerica
(the "Filing Persons"). The information set forth on the Outside Front Cover
Page and in "SUMMARY - The Companies" of the Proxy Statement is incorporated
herein by reference.
(a)-(d) Not applicable.
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(e) During the last five years, none of the Filing Persons nor, to
the best of their respective knowledge, any of their directors, executive
officers or controlling persons have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(f) During the last five years, none of the Filing Persons nor, to
the best of their respective knowledge, any of their directors, executive
officers or controlling persons was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
further violations of, or prohibiting activities, subject to, federal or state
securities laws or finding any violation of such laws.
(g) Not applicable.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth on the Outside Front Cover Page and in
"SPECIAL FACTORS - Background of the Merger"; "- Reasons for the Merger";
"- Conflicts of Interest - Arrangements with NRG" of the Proxy Statement is
incorporated herein by reference.
(a)(2) and (b) The information set forth on the Outside Front Cover
Page and in "SUMMARY - Recommendations of the Independent Directors Committee
and the Board of Directors"; and "SPECIAL FACTORS - Background of the Merger";
"- Reasons for the Merger"; "- Conflicts of Interest - Arrangements with NRG" of
the Proxy Statement is incorporated herein by reference.
In addition, on September 14, 1998, NRG sent a letter to
CogenAmerica's Chairman requesting that he call a special meeting of
CogenAmerica's stockholders to consider removal of Robert Sherman from
CogenAmerica's Board of Directors. NRG also filed definitive solicitation
materials with the Securities and Exchange Commission pursuant to Section 14(a)
of the Securities and Exchange Act of 1934, as amended, relating to a proposed
solicitation of proxies and consents from CogenAmerica's stockholders to remove
Mr. Sherman from CogenAmerica's Board of Directors. On October 26, 1998,
consents of over
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50% of CogenAmerica's stockholders in favor of Mr. Sherman's removal from
CogenAmerica's Board of Directors were filed with CogenAmerica and Mr. Sherman
was removed from CogenAmerica's Board of Directors.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
MERGER"; "SUMMARY - Terms of the Merger Agreement"; "SPECIAL FACTORS - Purpose,
Timing and Structure of the Merger"; and "SUMMARY OF MATERIAL FEATURES OF THE
MERGER" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
MERGER"; "SUMMARY - Terms of the Merger Agreement"; "SPECIAL FACTORS - Purpose,
Timing and Structure of the Merger"; "SUMMARY OF MATERIAL FEATURES OF THE
MERGER"; and "SUMMARY OF MATERIAL FEATURES OF THE CALPINE/NRG AGREEMENT" of the
Proxy Statement is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) - (b) The information set forth in "SUMMARY - Terms of the Merger
Agreement"; "SPECIAL FACTORS - Background of the Merger"; " - Plans for
CogenAmerica After the Merger"; "- Conflicts of Interest - Arrangements with
NRG"; "SUMMARY OF MATERIAL FEATURES OF THE MERGER"; and "SUMMARY OF MATERIAL
FEATURES OF THE CALPINE/NRG AGREEMENT" of the Proxy Statement is incorporated
herein by reference.
(c) - (d) The information set forth in "SUMMARY - Terms of the Merger
Agreement"; "SPECIAL FACTORS - Purpose, Timing and Structure of the Merger"; " -
Plans for CogenAmerica After the Merger"; and "SUMMARY OF MATERIAL FEATURES OF
THE MERGER"; "SUMMARY OF MATERIAL FEATURES OF THE CALPINE/NRG AGREEMENT" of the
Proxy Statement is incorporated herein by reference.
(e) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
MERGER"; "SUMMARY - Terms of the Merger Agreement"; "SPECIAL FACTORS - Purpose,
Timing and Structure of the Merger"; " - Plans for CogenAmerica After the
Merger"; "SUMMARY OF MATERIAL FEATURES OF THE MERGER"; and "SUMMARY OF
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MATERIAL FEATURES OF THE CALPINE/NRG AGREEMENT"; of the Proxy Statement is
incorporated herein by reference.
(f) - (g) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
MERGER"; "SUMMARY - Terms of the Merger Agreement"; "SPECIAL FACTORS - Purpose,
Timing and Structure of the Merger"; "SUMMARY OF MATERIAL FEATURES OF THE
MERGER"; and "SPECIAL FACTORS - Certain Effects of the Merger" of the Proxy
Statement is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) and (d) The information set forth in "SUMMARY OF MATERIAL FEATURES
OF THE MERGER - Financing of the Merger; Source of Funds" of the Proxy Statement
is incorporated herein by reference.
(b) The information set forth in "EXPENSES OF THE TRANSACTION" of the
Proxy Statement is incorporated herein by reference.
(c ) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) - (c) The information set forth in "SUMMARY - Potential Benefits
and Detriments of the Merger to Unaffiliated Stockholders; Benefits to
Insiders"; and "SPECIAL FACTORS - Background of the Merger"; "- Purpose, Timing
and Structure of the Merger"; "- Reasons for the Merger"; "- Perspective of NRG
on the Fairness of the Merger" of the Proxy Statement is incorporated herein by
reference.
(d) The information set forth in "SUMMARY - Potential Benefits and
Detriments of the Merger to Unaffiliated Stockholders; Benefits to Insiders";
"SPECIAL FACTORS - Background of the Merger"; "- Purpose, Timing and Structure
of the Merger"; "- Reasons for the Merger"; "- Perspective of NRG on the
Fairness of the Merger"; and "SUMMARY OF MATERIAL FEATURES OF THE MERGER -
Federal
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Income Tax Consequences of the Transaction" of the Proxy Statement is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
MERGER"; "SUMMARY - Recommendations of the Independent Directors Committee and
the Board of Directors"; "- Opinion of CogenAmerica's Financial Advisor"; and
"SPECIAL FACTORS - Background of the Merger"; "- Purpose, Timing and Structure
of the Merger"; "- Reasons for the Merger"; "- Opinion of Financial Advisor";
"- Perspective of NRG on the Fairness of the Merger" of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth in "SUMMARY - Recommendations of the
Independent Directors Committee and the Board of Directors"; "- Opinion of
CogenAmerica's Financial Advisor"; and "SPECIAL FACTORS - Background of the
Merger"; "- Purpose, Timing and Structure of the Merger"; "- Reasons for the
Merger"; "- Opinion of Financial Advisor"; "- Perspective of NRG on the Fairness
of the Merger" of the Proxy Statement is incorporated herein by reference.
(c) The information set forth in "SUMMARY - Record Date; Voting
Power; Votes Required"; "THE SPECIAL MEETING - Record Date; Voting Power;
Votes Required" and "SUMMARY OF MATERIAL FEATURES OF THE MERGER - The Merger -
Conditions to the Merger" of the Proxy Statement is incorporated herein by
reference.
(d) The information set forth in "SPECIAL FACTORS - Background of the
Merger"; "- Recommendations of the Independent Directors Committee and the
Board of Directors" of the Proxy Statement is incorporated herein by reference.
(e) The information set forth in "SUMMARY - Record Date; Voting
Power; Votes Required"; "SPECIAL FACTORS - Background of the Merger"; "-
Recommendations of the Independent Directors Committee and the Board of
Directors"; "THE SPECIAL MEETING - Record Date; Voting Power;
Votes Required" and "SUMMARY OF MATERIAL FEATURES OF THE MERGER - The Merger -
Conditions to the Merger" of the Proxy Statement is incorporated herein by
reference.
(f) The information set forth in "SPECIAL FACTORS - Background of the
Merger"; "- Reasons for the Merger"; "- Recommendations of the Independent
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Directors Committee and the Board of Directors" of the Proxy Statement is
incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) - (c) The information set forth in "SUMMARY - Opinion of
CogenAmerica's Financial Advisor"; "- Recommendations of the Independent
Directors Committee and the Board of Directors"; and "SPECIAL FACTORS - Opinion
of Financial Advisor" of the Proxy Statement is incorporated herein by
reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "SUMMARY - Record Date; Voting
Power; Votes Required"; "THE SPECIAL MEETING - Record Date; Voting Power; Votes
Required" and "INTEREST IN SECURITIES OF COGENAMERICA" of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth in "CERTAIN TRANSACTIONS IN COMMON
STOCK AND STOCK OPTIONS" of the Proxy Statement is incorporated herein by
reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in "SUMMARY OF MATERIAL FEATURES OF THE
MERGER"; and "SUMMARY OF MATERIAL FEATURES OF THE CALPINE/NRG AGREEMENT" of the
Proxy Statement is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARDS TO THE TRANSACTION.
(a)-(b) The information set forth in "SUMMARY - Recommendations of
the Independent Directors Committee and the Board of Directors"; "THE SPECIAL
MEETING - Record Date; Voting Power; Votes Required"; "SPECIAL FACTORS - Reasons
for the Merger"; "- Recommendations of the Independent Directors Committee and
the Board of Directors"; "- Perspective of NRG on the Fairness of the
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Merger"; "- Conflicts of Interest"; and "SUMMARY OF MATERIAL FEATURES OF THE
CALPINE/NRG AGREEMENT" of the Proxy Statement is incorporated herein by
reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "SUMMARY - Appraisal Rights"; and
"SUMMARY OF MATERIAL FEATURES OF THE MERGER - Appraisal Rights" of the Proxy
Statement is incorporated herein by reference.
(b)-(c) Not Applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "SELECTED CONSOLIDATED FINANCIAL
DATA OF COGENAMERICA"; and "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" of
the Proxy Statement is incorporated herein by reference.
(b) Not Applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a)-(b) The information set forth in "THE SPECIAL MEETING - General";
and "EXPENSES OF THE TRANSACTION" of the Proxy Statement is incorporated herein
by reference.
ITEM 16. ADDITIONAL INFORMATION.
Not Applicable.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not Applicable.
(b) Fairness Opinion, dated as of August 26, 1999, delivered by
Donaldson, Lufkin & Jenrette Securities Corporation (set forth as Appendix C to
the Proxy Statement which is filed as Exhibit (d) hereto)*
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(c)(1) Agreement and Plan of Merger among Cogeneration Corporation of
America, Calpine Corporation and Calpine East Acquisition Corp., dated August
26, 1999 (set forth as Appendix A to the Proxy Statement which is filed as
Exhibit (d) hereto)*
(c)(2) Contribution and Stockholders Agreement, dated as of August 26,
1999, among Calpine Corporation, Calpine East Acquisition Corp. and NRG Energy,
Inc.
(d) Copies of each of the Preliminary Proxy Statement of Cogeneration
Corporation of America, Letter to Stockholders and Notice of Special Meeting of
Stockholders, filed with the SEC on September 24, 1999
(e) Section 262 of the Delaware General Corporation Law (set forth
as Appendix D to the Proxy Statement which is filed as Exhibit (d) hereto)*
(f) As of the date of this Statement, no written instruction, form or
other material has been furnished to any person making the actual oral
solicitation or other recommendation (including the proxy solicitor referred to
in "THE SPECIAL MEETING - Voting Procedures; Proxies" of the Proxy Statement)
for such person's use, directly or indirectly in connection with the Rule 13e-3
transaction.
*Incorporated by reference to the Proxy Statement
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 23, 1999
NRG ENERGY, INC.
By: /s/ James J. Bender
-------------------------------------
Name: James J. Bender
Title: Vice President and General Counsel
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 23, 1999
COGENERATION CORPORATION OF
AMERICA
By: /s/ Julie A. Jorgensen
------------------------------------
Name: Julie A. Jorgensen
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99(c)(2) Contribution and Stockholders Agreement,
dated as of August 26, 1999, among
Calpine Corporation, Calpine East
Acquisition Corp. and NRG Energy, Inc.
99(d) Copies of each of the Preliminary Proxy
Statement of Cogeneration Corporation of
America, Letter to Stockholders and
Notice of Special Meeting of
Stockholders
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