NRG Energy, Inc. – ‘SC 13D/A’ on 12/17/99 re: Cogeneration Corp of America

On:  Friday, 12/17/99   ·   Accession #:  950172-99-1789   ·   File #:  5-39646

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment 11 to Schedule 13D                           7     26K 
 2: EX-99       Certificate of Merger                                  1      6K 

SC 13D/A   —   Amendment 11 to Schedule 13D
Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, DC 20549    

AMENDMENT NO. 11 TO     
SCHEDULE 13D    
(RULE 13d-101)    

UNDER THE SECURITIES EXCHANGE ACT OF 1934     

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT     
TO    
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)    

(FINAL AMENDMENT)     

COGENERATION CORPORATION OF AMERICA     
------------------------------------------------------------------------  
(NAME OF ISSUER)    

COMMON STOCK, PAR VALUE $.01 PER SHARE    
------------------------------------------------------------------------  
(TITLE OF CLASS OF SECURITIES)    

628950 10 7     
------------------------------------------------------------------------  
(CUSIP NUMBER)    

James J. Bender                        John P. Moore, Jr.                   
 Vice President and General Counsel     Vice President and Corporate Secretary
NRG Energy, Inc.                       Northern States Power Company        
1221 Nicollet Mall, Suite 700          414 Nicollet Mall, Fourth Floor      
Minneapolis, MN 55043                  Minneapolis, MN  55401               
(612) 373-5300                         (612) 330-5500                       

------------------------------------------------------------------------  
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON     
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)     

December 17, 1999     
------------------------------------------------------------------------  
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)           

If the filing person has previously filed a statement on Schedule 13G 
to report the acquisition which is the subject of this Schedule 13D, and is     
filing this schedule because of Rule 13d-1(b)(3) or (4), check the              
following box:                                                                  

SC 13D/A
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CUSIP NO.628950 10 7           13D                                              
-----------                                                   

--------------------------------------------------------------------------  
1   NAMES OF REPORTING PERSONS                                              
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)         
NRG ENERGY, INC.  (I.R.S. EMPLOYER IDENTIFICATION NUMBER 41-1724239)
--------------------------------------------------------------------------  
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                 (a)    
                                                                 (b)
--------------------------------------------------------------------------  
3   SEC USE ONLY                                                            

--------------------------------------------------------------------------  
4   SOURCE OF FUNDS                                                         

--------------------------------------------------------------------------  
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO    
ITEM 2(d) or 2(e)                                                   

--------------------------------------------------------------------------  
6   CITIZENSHIP OR PLACE OF ORGANIZATION                                    
DELAWARE                                                            
--------------------------------------------------------------------------  

NUMBER OF     7  SOLE VOTING POWER               -3,106,612-                
SHARES                                                                    
BENEFICIALLY                                                                    
OWNED BY                                                                    
EACH                                                                    
REPORTING                                                                     
PERSON WITH                                                                     
          --------------------------------------------------------------
8   SHARED VOTING POWER            - 0 -          
          --------------------------------------------------------------
9   SOLE DISPOSITIVE POWER         -3,106,612-    
          --------------------------------------------------------------
10  SHARED DISPOSITIVE POWER       - 0 -          
---------------------------------------------------------------------------   
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             
3,106,612                                                           
---------------------------------------------------------------------------   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    
NOT APPLICABLE                                                      
---------------------------------------------------------------------------   
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                       
45.30%                                                              
---------------------------------------------------------------------------   
14   TYPE OF REPORTING PERSON                                                 
CO                                                                  
---------------------------------------------------------------------------   

SC 13D/A
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This Amendment No. 11 amends the Statement on Schedule 13D, as        
previously amended (the "Statement"), filed with the Securities and             
Exchange Commission by NRG Energy, Inc. ("NRG") and Northern States Power       
Company with respect to the common stock, par value $.01 per share (the         
"Common Stock"), of Cogeneration Corporation of America (the "Company").        
Capitalized terms not otherwise defined herein shall have the meaning           
ascribed to them in the Statement.                                              

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 

    Item 5 in the Schedule 13D is hereby deleted in its entirety and
the following is inserted in lieu thereof:                  

(a)  For the purposes of Rule 13d-3 promulgated under the   
  Securities and Exchange Act of 1934, as amended (the
 "Exchange Act") and prior to the Effective Time (as
          hereafter defined), each of the Reporting Persons had shared
       voting power and shared dispositive power with respect to
    (and therefore beneficially owned) 3,106,612 shares of
  Common Stock representing approximately 45.3% of the
outstanding Common Stock.                         

   Except as set forth in this Item 5(a), neither of the
      Reporting Persons beneficially owns any shares of Common
Stock.                                            

    (b)  Prior to the Effective Time (as hereafter defined), each of
         the Reporting Persons had shared power to vote or to direct
the vote and shared power to dispose or direct the
disposition of 3,106,612 shares of Common Stock.  

(c)  Other than pursuant to the Merger Agreement and the    
         Stockholders Agreement, no transactions in the Common Stock
       have been effected since August 26, 1999 by any Reporting
Person.                                           

(d)  Not applicable.                                        

   (e)  Pursuant to the Merger Agreement, immediately prior to the
        Effective Time (as hereafter defined), 1,406,612 shares of
  Common Stock held by the Reporting Persons have been
        contributed to Merger Sub. Upon the Effective Time, all of
the shares of Common Stock held by Merger Sub were
       cancelled. The remaining 1,700,000 shares of Common Stock
     were retained by NRG and, upon the Effective Time, were
     converted into the right to receive $25.00 per share in
cash, without interest. See Item 6.               

SC 13D/A
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ITEM 6.        CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH    
RESPECT TO SECURITIES OF THE ISSUER.              

     Pursuant to the Stockholders Agreement, NRG contributed
        1,406,612 shares of Common Stock to Merger Sub immediately
   prior to the Effective Time (as hereafter defined) in
     exchange for 20% of the common stock of Merger Sub. The
        Merger Agreement provided for Merger Sub to merge with and
  into the Company, with the Company continuing as the
 surviving corporation in the Merger (the "Surviving
         Corporation"). On December 17, 1999 (the "Effective Time"),
         Merger Sub filed a Certificate of Merger with the Secretary
       of State of the State of Delaware. Pursuant to the Merger
         Agreement, at the Effective Time, each outstanding share of
     Common Stock (other than shares of Common Stock held by
        Merger Sub and shares of Common Stock held by stockholders
        properly exercising appraisal rights under the laws of the
      State of Delaware) was converted into a right to receive
      $25.00 in cash, without interest. Pursuant to the Merger
          Agreement, at the Effective Time, each share of common stock
        of Merger Sub was converted into and became one fully-paid
       and non-assessable share of common stock of the Surviving
Corporation.                                      

   On December 17, 1999, the Company informed The Nasdaq
         National Stock Market, Inc. of the Merger and requested the
        delisting of the Common Stock effective as of December 17,
1999.                                             

         On December 17, 1999, the Company filed a Certification and
          Notice of Termination of Registration under Section 12(g) of
          the Exchange Act on Form 15 ("Form 15") with the Commission.
        Pursuant to Rule 12g-4 of the Exchange Act, termination of
   registration shall take effect in 90 days thereafter;
        however, Company's duty to file any reports required under
        the Exchange Act was immediately suspended upon filing the
Form 15.                                          

SC 13D/A
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ITEM 7.        MATERIAL TO BE FILED AS EXHIBITS                                 

       Item 7 of the Statement is hereby amended and restated as
follows:                                          

1.   Composite Fourth Amended and Restated Plan of
             Reorganization for O'Brien Environmental Energy, Inc.
             (previously filed as an exhibit to NRG's Schedule 13D
on May 10, 1996).                       

         2.   Amended and Restated Stock Purchase and Reorganization
            Agreement, dated as of January 31, 1996, between NRG
           Energy, Inc. and O'Brien Environmental Energy, Inc.
             (previously filed as an exhibit to NRG's Schedule 13D
on May 10, 1996).                       

         3.   Option Agreement, dated March 8, 1996, between O'Brien
       Environmental Energy, Inc. and NRG Energy, Inc.
             (previously filed as an exhibit to Amendment No. 1 to
NRG's Schedule 13D on August 29, 1997). 

          4.   Option Exercise Notice, dated August 28, 1997, from NRG
               Energy, Inc. to NRG Generating (U.S.), Inc. (previously
       filed as an exhibit to Amendment No. 1 to NRG's
Schedule 13D on August 29, 1997).       

        5.   Form of Proxy to be executed by Halcyon Alchemy Fund,
              L.P., Halcyon Special Situations, L.P., Gryphon Hidden
           Values Limited and Gryphon Hidden Values II Limited
             (previously filed as an exhibit to Amendment No. 4 to
NRG's Schedule 13D on August 3, 1998).  

          6.   Letter, dated September 14, 1998, from NRG Energy, Inc.
      to David H. Peterson, Chairman of the Board of
        Directors of Cogeneration Corporation of America
             (previously filed as an exhibit to Amendment No. 5 to
NRG's Schedule 13D on October 15, 1998).

        7.   Letter Agreement, dated October 27, 1998, between NRG
          and Wexford Management LLC (previously filed as an
           exhibit to Amendment No. 7 to NRG's Schedule 13D on
October 30, 1998).                      

        8.   Letter Agreement, dated October 30, 1998, between NRG
              and Rumpere Capital (previously filed as an exhibit to
            Amendment No. 8 to NRG's Schedule 13D on November 3,
1998).                                  

       9.   Contribution and Stockholders Agreement, dated as of
          August 26, 1999, between NRG Energy, Inc., Calpine
      Corporation and Calpine East Acquisition Corp.
              (previously filed as an exhibit to Amendment No. 10 to
NRG's Schedule 13D on August 27, 1999). 

         10.  Certificate of Merger merging Calpine East Acquisition
       Corp. with and into Cogeneration Corporation of
            America, as filed with the Secretary of State of the
State of Delaware on December 17, 1999. 

SC 13D/A
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 SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete      
and correct.                                                                    

December 17, 1999                                                               

        NRG ENERGY, INC.

               By: /s/ James J. Bender
                                        ----------------------------------------
                      Name:  James J. Bender
                                 Title: Vice President and General
                     Counsel

                     NORTHERN STATES POWER COMPANY

                  By: /s/ John P. Moore, Jr.
                                        ----------------------------------------
                         Name:  John P. Moore, Jr.
                                   Title: Vice President and Corporate
                       Secretary

SC 13D/A
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 EXHIBIT INDEX

Exhibit #   Description of Document                                             
---------   -----------------------                                             

10          Certificate of Merger merging Calpine East Acquisition Corp.        
   with and into Cogeneration Corporation of America, as filed
with the Secretary of State of the State of Delaware on 
December 17, 1999.                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/17/99		1		7			15-12B,  S-3
		8/27/99		5					8-K,  SC 13D/A
		8/26/99		3		5			SC 13D,  SC 13E3,  SC 14D1
		11/3/98		5					SC 13D/A
		10/30/98		5					SC 13D/A
		10/27/98		5					DFAN14A
		10/15/98		5					SC 13D/A
		9/14/98		5					PREN14A,  SC 13D/A
		8/3/98		5					SC 13D/A
		8/29/97		5					SC 13D/A
		8/28/97		5
		5/10/96		5					SC 13D
		3/8/96		5
		1/31/96		5
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