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

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 

EX-99   —   Certificate of Merger

 CERTIFICATE OF MERGER
 MERGING
CALPINE EAST ACQUISITION CORP.
 WITH AND INTO
 COGENERATION CORPORATION OF AMERICA

    Pursuant to Section 251 of the Delaware General Corporation Law,
Cogeneration Corporation of America, a Delaware corporation, incorporated on the
5th day of December, 1983, does hereby certify that:                            

     1. The name and state of incorporation of each of the constituent
corporations are: Calpine East Acquisition Corp., a Delaware corporation; and   
Cogeneration Corporation of America, a Delaware corporation.                    

  2. An Agreement and Plan of Merger has been adopted, approved,
certified, executed and acknowledged by each of the constituent corporations in 
accordance with the provisions of Section 251(b) and 251(c) of the Delaware     
General Corporation Law.                                                        

 3. COGENERATION CORPORATION OF AMERICA shall be the surviving
corporation (the "Surviving Corporation").                                      

      4. The Certificate of Incorporation set forth in Exhibit A hereto,
shall be the Certificate of Incorporation of the Surviving Corporation.         

  5. The executed Agreement and Plan of Merger is on file at the
principal office of the Surviving Corporation, c/o Calpine Corporation, 50 West 
San Fernando Street, San Jose, California 95113.                                

 6. A copy of the Agreement of Merger will be furnished by the
Surviving Corporation on request and without cost, to any stockholder of any    
constituent corporation.                                                        

      IN WITNESS WHEREOF, Cogeneration Corporation of America has caused
this certificate to be executed by Julie Jorgensen, its President and Chief     
Executive Officer, and attested by Thomas L. Osteraas, its Secretary, this 17th 
day of December 1999.                                                           

                                   COGENERATION CORPORATION OF AMERICA

                        By:  /s/ JULIE JORGENSEN
                                             -----------------------------------
                                    Julie Jorgensen, President
                                     and Chief Executive Officer

ATTEST:                                                                         

By:  /s/ THOMAS OSTERAAS                                                        
--------------------------                                            
Thomas Osteraas, Secretary