1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 14, 1996
Commission File Number: 33-74254
COGENTRIX ENERGY, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1853081
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9405 Arrowpoint Boulevard, Charlotte, North Carolina 28273-8110
(Address of principal executive offices) (Zip Code)
(704) 525-3800
(Registrant's telephone number, including area code)
2
ITEM 2. DISPOSITION OF ASSETS
On November 14, 1996, Liberty Power/Cogentrix Bolivia, Inc., an
indirect wholly-owned subsidiary of Cogentrix Energy, Inc. ("LPCB") and NRG
Generating Holdings (No. 9) B.V., a wholly-owned subsidiary of NRG Energy, Inc.
("Holdings"), entered into a stockholders agreement (the "Stockholders
Agreement"), pursuant to which LPCB agreed to tender and not withdraw all of its
shares of common stock of Compania Boliviana de Energia Electrica, S.A. --
Bolivian Power Company Limited ("Bolivian Power") (719,206 shares, or
approximately 17.1%, of Bolivian Power's outstanding common stock) following the
commencement by Holdings of a cash tender offer to purchase all outstanding
shares of common stock of Bolivian Power pursuant to a purchase agreement dated
as of November 13, 1996 (the "Purchase Agreement") between Holdings and Bolivian
Power. In October 1994, LPCB gave certain unaffiliated individuals (the
"Optionholders") options to purchase up to 60% of LPCB's shares of common stock
in Bolivian Power. Pursuant to these options, the Optionholders are also party
to the Stockholders Agreement.
Under the Purchase Agreement, Holdings will commence a cash tender
offer (the "Offer") for all of the outstanding common stock of Bolivian Power at
a price of $43.00 per share. The expiration date of the Offer will be twenty
business days following the commencement, unless the Offer is extended. The
transaction contemplated by the Purchase Agreement is subject to a number of
customary conditions, including the tender (without withdrawal) of a majority of
Bolivian Power's outstanding common shares on a fully diluted basis prior to the
expiration date of the Offer and after the expiration of the waiting period
under the Hart-Scott-Rodino Anti-Trust Improvements Act. The Offer is not
contingent upon receipt of financing by Holdings.
The Stockholders Agreement provides that if Bolivian Power receives an
alternative proposal and a specified minimum number of shares of common stock
has not been tendered, then LPCB and the Optionholders will have no obligation
to tender and not withdraw their shares of common stock to Holdings,
unless Holdings amends its tender offer to increase the per share price to
an amount not less than the amount contained in such alternative tender offer
proposal. Pending consummation of the tender offer or earlier termination of
the Stockholders Agreement in accordance with its terms, LPCB and the
Optionholders are required to vote their respective shares of common stock
against (i) any action resulting in a breach of an obligation of Bolivian Power
under the Stockholders Agreement or the Purchase Agreement, (ii) any
extraordinary corporate transaction (such as a merger, consolidation or other
business combination), (iii) any transfer of a material amount of assets, (iv)
any reorganization, recapitalization, dissolution or liquidation, (v) any change
in a majority of the members of the Board of Directors, (vi) any change in the
capitalization or amendment to the memorandum or articles of association, (vii)
any other material change in corporate structure or business, or (viii) any
other action that could reasonably be expected to impede, interfere with, delay,
postpone or adversely affect the tender offer by Holdings and other transactions
contemplated by the Stockholders Agreement or the Purchase Agreement.
In accordance with the terms of the Stockholders Agreement, LPCB
tendered all of its shares of common stock of Bolivian Power to ChaseMellon
Shareholder Services, L.L.C. as depositary for the Offer on November 25, 1996.
3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
No. Description
--- -----------
2 Stockholders Agreement, dated November 14, 1996,
among NRG Generating Holdings (No. 9) B.V., Liberty
Power/Cogentrix Bolivia, Inc., Sean P. Lane, Peter J.
Fagan and Lawrence S. Coben.
----------------------------------------------------
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.
COGENTRIX ENERGY, INC.
By: /s/ Bruce C. McMillen
-------------------------------------
Bruce C. McMillen
Group Senior Vice President
Chief Financial Officer
Date: November 26, 1996