SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 27, 1999
Cogeneration Corporation of America
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-9208 59-2076187
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification Number)
One Carlson Parkway, Suite 240, Minneapolis, Minnesota 55447-4454
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(612) 745-7900
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events
On August 26, 1999, Cogeneration Corporation of America
("CogenAmerica") entered into a definitive merger agreement for Calpine
Corporation ("Calpine") to acquire all outstanding shares of CogenAmerica's
common stock, other than those to be retained by NRG Energy ("NRG"), for a cash
purchase price of $25.00 per share. NRG, which currently owns approximately
45.3% of CogenAmerica's outstanding common stock will retain an approximate 20%
interest in CogenAmerica following completion of the acquisition and will
receive $25.00 per share for the remainder of its shares.
CogenAmerica's Independent Committee of the Board of Directors, whose
members have no affiliation with NRG, and its Board of Directors have each
unanimously approved the merger agreement. The transaction is subject to various
regulatory approvals and approval by 66 2/3% of shareholders of CogenAmerica.
NRG has agreed to vote its shares in favor of the transaction. The merger is
anticipated to close during the fourth quarter of 1999. Donaldson, Lufkin &
Jenrette is serving as financial advisor to CogenAmerica in this transaction.
Exhibits
Exhibit
Number Description
- ------ -----------
2.1 Agreement and Plan of Merger dated August 26, 1999 among
Calpine Corporation, Calpine East Acquisition Corporation and
Cogeneration Corporation of America.
99.1 News release announcing the execution of a definitive
agreement among Calpine Corporation, Calpine East Acquisition
Corporation and Cogeneration Corporation of America.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
COGENERATION CORPORATION OF AMERICA
By: /s/ Timothy P. Hunstad
---------------------------------------------------
Name: Timothy P. Hunstad
Title: Vice President and Chief Financial Officer
Date: September 1, 1999
Exhibit Index
Exhibit
Number Description
- ------ ----------
2.1 Agreement and Plan of Merger dated August 26, 1999 among
Calpine Corporation, Calpine East Acquisition Corporation and
Cogeneration Corporation of America.
99.1 News release announcing the execution of a definitive
agreement among Calpine Corporation, Calpine East Acquisition
Corporation and Cogeneration Corporation of America.