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Suez Lyonnaise Des Eaux · SC TO-T/A · Trigen Energy Corp · On 3/17/00

Filed On 3/17/00 · SEC File 5-44567 · Accession Number 895345-0-199

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 3/17/00  Suez Lyonnaise Des Eaux           SC TO-T/A              3:23   Trigen Energy Corp                Fried Fr..Jacobson/NY/FA

Amendment to Tender-Offer Statement -- Third-Party Tender Offer · Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   Amendment to Tender-Offer Statement -- Third-Party    20±    61K 
                          Tender Offer                                           
 2: EX-99.(A)(5)(IX)  Miscellaneous Exhibit                            1      5K 
 3: EX-99.(I)(II)  Miscellaneous Exhibit                               2      9K

SC TO-T/A · Amendment to Tender-Offer Statement -- Third-Party Tender Offer
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Additional Information Exhibits Introduction Trigen Energy Corporation
1	1st Page
2	Introduction
"	Item 11. Additional Information
"	Item 12. Exhibits
3	Trigen Energy Corporation

SC TO-T/A 1st "Page" of 4 TOC Top Previous Next Bottom Just 1st
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SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, DC 20549    

SCHEDULE TO     
(RULE 14D-100)    

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF    
THE SECURITIES EXCHANGE ACT OF 1934.    

(AMENDMENT NO. 2 )    

---------------------------------------------------------------------------     
TRIGEN ENERGY CORPORATION     
---------------------------------------------------------------------------     
(Name of Subject Company (Issuer))    

T ACQUISITION CORP. (OFFEROR)     
ELYO    
SUEZ LYONNAISE DES EAUX     
TRIGEN ENERGY CORPORATION     
---------------------------------------------------------------------------     
(Names of Filing Persons (identifying status as offeror,    
issuer or other person))      

COMMON STOCK, $0.01 PAR VALUE     
---------------------------------------------------------------------------     
(Title of Class of Securities)    

895930105     
---------------------------------------------------------------------------     
(CUSIP Number of Class of Securities)     

MICHEL BLEITRACH    
ELYO    
235 AVENUE GEORGES CLEMONCEAU     
BP 4601     
92746 NANTERRE CEDEX, FRANCE    
011-331-41-20-10-10     

WITH A COPY TO:     

JEFFREY BAGNER    
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON    
ONE NEW YORK PLAZA    
NEW YORK, NEW YORK 10004-1980     
(212) 859-8000    
---------------------------------------------------------------------------     
(Name, address, and telephone numbers of person authorized to     
receive notices and communications on behalf of filing persons)     

CALCULATION OF FILING FEE     
---------------------------------------------------------------------------     
Transaction Valuation* $173,487,223           Amount Of Filing Fee $34,698      
---------------------------------------------------------------------------     

* ESTIMATED FOR PURPOSES OF CALCULATING THE AMOUNT OF THE FILING FEE      
ONLY. THIS AMOUNT ASSUMES THE PURCHASE OF 7,382,435 SHARES OF COMMON  
STOCK, PAR VALUE $.01 PER SHARE (THE "SHARES"), OF TRIGEN ENERGY      
CORPORATION, A DELAWARE CORPORATION (THE "COMPANY"), AT THE TENDER    
PRICE OF $23.50 PER SHARE NET TO THE SELLER IN CASH, WITHOUT INTEREST 
THEREON. PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF    
JANUARY 19, 2000, AMONG ELYO ("PARENT"), T ACQUISITION CORP. AND THE  
COMPANY, THE COMPANY REPRESENTED THAT AS OF SUCH DATE, IT HAD         
12,416,297 SHARES OUTSTANDING AND 849,210 SHARES RESERVED FOR ISSUANCE
UPON EXERCISE OF ALL OUTSTANDING OPTIONS UNDER THE COMPANY'S EMPLOYEE 
BENEFIT PLANS. PARENT ALREADY BENEFICIALLY OWNS 6,507,944 SHARES, OF  
WHICH THE 1,637,274 SHARES HELD BY COMPAGNIE PARISENNE DE CHAUFFAGE   
URBAIN ("CPCU"), A NON-WHOLLY-OWNED SUBSIDIARY OF PARENT, WILL BE     
TENDERED. PARENT HAS SEPARATELY AGREED TO PURCHASE 1,012,402 SHARES   
FROM THOMAS R. CASTEN ON MARCH 29, 2000, PURSUANT TO A PURCHASE       
AGREEMENT, DATED JANUARY 19, 2000 BETWEEN PARENT AND MR. CASTEN. BASED
ON THE FOREGOING, THE TRANSACTION VALUE IS EQUAL TO THE PRODUCT OF (I)
(A) 12,416,297 SHARES (THE NUMBER OF SHARES OUTSTANDING), PLUS (B)    
849,210 SHARES (THE NUMBER OF SHARES RESERVED FOR ISSUANCE UPON       
EXERCISE OF OPTIONS), MINUS (C) THE DIFFERENCE OF (1) 6,507,944 (THE  
NUMBER OF SHARES BENEFICIALLY OWNED BY PARENT) MINUS (2) 1,637,274    
(THE NUMBER OF SHARES HELD BY CPCU BEING TENDERED), MINUS (D)         
1,012,402 (THE NUMBER OF SHARES HELD BY MR. CASTEN), MULTIPLIED BY    
(II) $23.50. THE AMOUNT OF THE FILING FEE, CALCULATED IN ACCORDANCE   
WITH RULE 0-11 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, 
EQUALS 1/50 OF ONE PERCENT OF THE AGGREGATE OF THE CASH OFFERED BY THE
BIDDER.                                                               

[x]CHECK THE 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:    $34,698                                          
Form or Registration No.:  Schedule TO-T                                    
 Filing Party:              T Acquisition Corp., Elyo, Suez Lyonnaise des Eaux
Date Filed:                February 28, 2000                                

[ ] Check the box if the filing relates solely to preliminary             
communications made before the commencement of a tender offer.    

Check the appropriate boxes below to designate any transactions to which  
the statement relates:                                                    

[x] third-party tender offer subject to Rule 14d-1.                       
[ ] issuer tender offer subject to Rule 13e-4.                            
[x] going-private transaction subject to Rule 13e-3.                      
[ ] amendment to Schedule 13D under Rule 13d-2.                           

Check the following box if the filing is a final amendment reporting the  
results of the tender offer: [ ]                                          

SC TO-T/A 2nd "Page" of 4 TOC 1st Previous Next Bottom Just 2nd

INTRODUCTION    

     This Amendment No. 2 (this  "Amendment")  amends and  supplements
the Tender  Offer  Statement on Schedule TO filed with the  Securities  and     
Exchange  Commission  on February  28,  2000,  by T  Acquisition  Corp.,  a     
Delaware corporation  ("Purchaser"),  Elyo, a societe anonyme organized and     
existing  under  the laws of the  Republic  of France  ("Parent")  and Suez     
Lyonnaise des Eaux, a societe anonyme organized and existing under the laws     
of the Republic of France. By this amendment,  Trigen Energy Corporation, a     
Delaware  corporation,  is added  as a  person  filing  this  Tender  Offer     
Statement.  The  Schedule TO relates to the offer to  purchase  any and all     
outstanding  shares of Common  Stock,  par value $.01 per share,  of Trigen     
Energy Corporation,  a Delaware corporation (the "Company"),  at a purchase     
price of $23.50 per share,  net to the  seller in cash,  without  interest,     
upon the  terms and  subject  to the  conditions  set forth in the Offer to     
Purchase  dated  February  28, 2000 (the "Offer to  Purchase"),  and in the     
related  Letter of  Transmittal  (which,  together  with any  amendments or     
supplements thereto,  collectively constitute the "Offer"), copies of which     
are filed as Exhibits  (a)(1)(i) and (a)(1)(ii) hereto,  respectively,  and     
which are incorporated herein by reference.  Capitalized terms used and not     
defined herein shall have the meanings  assigned to such terms in the Offer     
to Purchase and the Schedule TO.                                                

ITEM 11.  Additional Information.                                               

     (a) Item 11 is hereby  amended by adding the following  paragraph
immediately prior to the fourth paragraph on page 2 under "INTRODUCTION" in     
the Offer to Purchase:                                                          

          One of the members of the Special  Committee,  George Keane,
     is also a director of United Water  Resources  Inc., a New Jersey
     corporation   ("UWR").   Suez  beneficially  owns  30.1%  of  the
     outstanding  shares of UWR common stock.  Suez has entered into a
     merger  agreement  with UWR  pursuant  to which its wholly  owned
     subsidiary  has agreed to  purchase  the shares of UWR it did not
     already own. Consummation of the transactions contemplated by the
     merger  agreement is pending  certain  regulatory  approvals.  In
     appointing Mr. Keane to the Special  Committee,  the directors of
     the Company,  including  Mr.  Bayless,  believed (and continue to
     believe) that Mr. Keane's role as a director of UWR, which at the
     time of Mr. Keane's  appointment to the Special Committee was not
     a subsidiary  of Suez and is not  currently a subsidiary of Suez,
     was unlikely to impact his independence  with respect to Parent's
     proposal  to acquire the Shares of the Company it did not already
     own. The directors of the Company,  including Mr.  Bayless,  also
     believed that the stockholders of the Company not affiliated with
     Suez,  Parent or Purchaser would be better served by a two person
     committee  including Mr. Keane rather than a one person committee
consisting solely of Mr. Bayless.                           

     (b) Item 11 is hereby  amended by adding the  following  language
after the last  sentence of the first  paragraph  on page 3 under  "SPECIAL     
FACTORS  -  Background  of the  Offer  and the  Merger;  Contacts  with the     
Company" in the Offer to Purchase:                                              

     The concerns  expressed by Mr. Casten in his memorandum  included
     the lack of prior consultation with certain members of management
     regarding  Parent's  proposal,  the value of providing  employees
     with  an  equity  stake  in  the  Company,   the   advantages  of
     maintaining  an American  image for the  Company and  uncertainty
over where the Company fit into Suez's strategy.            

     (c) Item 11 is hereby amended by adding the following language at
the  end of the  third  sentence  of the  third  paragraph  on page 3 under     
"SPECIAL  FACTORS - Background  of the Offer and the Merger;  Contacts with     
the Company" in the Offer to Purchase:                                          

     In this  statement,  Parent  assured  the Special  Committee  and
     management  that  Parent  intended  to  reinforce  the  Company's
     business strategy and its market position.  Parent also addressed
     the advantages of taking the Company private, including reduction
     of administrative costs, quicker decision-making capabilities and
     more flexibility in the face of changing markets, and an improved
     ability  to  obtain  financing  for  the  Company.   Parent  also
     emphasized  the  importance  of  the  role  of  Americans  in the
     Company's management.  Parent indicated that it had hired a human
     resources  firm to help propose an  attractive  compensation  and
     benefits package for the Company's  employees,  and noted that as
     part of Parent Group  employees  would have access to significant
     career opportunities.  Finally,  Parent affirmed that energy is a
     core business of the Parent Group,  and that the United States is
a key market for the Parent Group.                          

     (d) Item 11 is hereby  amended  by  amending  and  restating  the
second sentence of the third  paragraph on page 4 under "SPECIAL  FACTORS -     
Background  of the Offer and the Merger;  Contacts with the Company" in the     
Offer to Purchase as follows:                                                   

     In that regard,  certain confidential  information concerning the
     Company was, with the  authorization of the Special Committee and
     pursuant to customary confidentiality agreements,  distributed on
an extremely limited basis.                                 

     (e) Item 11 is hereby  amended by adding the  following  language
after the first sentence of the carryover  paragraph on pages 4 and 5 under     
"SPECIAL  FACTORS - Background  of the Offer and the Merger;  Contacts with     
the Company" in the Offer to Purchase:                                          

     Prior to its initial  public  offering,  the  Company  relied for
     capital  development  funds almost entirely on project  financing
     with  Parent  providing   credit  support.   Commencing  in  1995
     management  began  urging  the  Board  of  Directors  to  move to
     corporate  level  financing  which did not require  Parent credit
     support.  From 1996 to 1998,  the  Company  increased  borrowings
     available  to it  under  its  revolving  credit  facility  with a
     syndicate of banks to $195  million,  in order to ensure that the
     Company's  ongoing  financial  requirements  were fully  met.  In
     addition,  management urged the issuance of public debt,  coupled
     with a  secondary  offering  of equity.  In  mid-1996,  the Board
     authorized  management to undertake  preliminary work for such an
     offering, and management continued to discuss and propose various
     combinations  of public  debt and  equity  financing  in 1997 and
     1998. In mid-1998, the Board of Directors authorized the issuance
     of $225 million of 10-year fixed rate corporate bonds, subject to
     approval of final terms and conditions.  This  authorization  was
     increased to $290 million in December 1998. However, for a number
     of reasons, neither a public debt issuance nor a secondary equity
     offering were  undertaken.  These reasons  included poor earnings
     performance  during the prior two years,  the inability to secure
     investment  grade ratings for corporate debt,  market  conditions
     not  conducive  to issuance of bonds,  and the major  shareholder
     concerns about dilution.  The dilution  concern obliged the major
     shareholder to commit to purchase 55% of any new equity issued by
     the Company in order to maintain its majority position, which led
     its  representatives  on  the  Board  to  proceed  cautiously  in
     planning a secondary equity  offering.  To insure that short term
     financial  requirements were met, Parent made a subordinated loan
     to the Company in the amount of $50 million in December  1998 and
     has authorized an additional $50 million  subordinated loan, both
on terms approved by the independent directors.             

     (f) Item 11 is hereby  amended  by  amending  and  restating  the
second  sentence  of the second  full  paragraph  on page 5 under  "SPECIAL     
FACTORS  -  Background  of the  Offer  and the  Merger;  Contacts  with the     
Company" in the Offer to Purchase as follows:                                   

     Mr.  Casten  believed  that  the  image of a  foreign  controlled
     company  was a  hindrance  to  the  Company's  success.  He  also
     believed that the Board of Directors should have more independent
     directors than the mandatory  minimum of two required for listing
     on the New York Stock Exchange.  Parent agreed to the addition of
     one  more  independent  director,  but  found  objections  to all
     candidates  proposed by Mr.  Casten.  Moreover,  Parent  wanted a
     numeric majority of directors (e.g., five of a total of nine), so
     that the addition of multiple  outside  directors would lead to a
     large,  unwieldy  Board of Directors.  Mr.  Casten  believed that
     Parent  failed to include the  Company's  management in strategic
     planning  issues that  directly  affected  the  Company.  He also
     believed  that  the  decision-making  process  of  the  Board  of
     Directors, especially with respect to development and mergers and
     acquisitions   efforts,  was  too  slow  and  cumbersome  for  an
     entrepreneurial    company.   Mr.   Casten   also   opposed   the
     privatization   of  the   Company   since  all   employees   were
     stockholders  and stock and stock  options were deemed  essential
     inducements  to attract and  maintain  entrepreneurial  managers.
     Parent  disagreed  with Mr.  Casten's  views  on  these  matters.
     Investment criteria and budgets were mutually agreed upon between
     management and the Board of Directors.  Parent  believed that Mr.
     Casten  was   adequately   informed  of  Parent's   strategy  and
     activities.  Parent believed that its deliberate  decision making
     process was prudent and  satisfactory.  Parent also believed that
     the Company  could  operate  successfully  as a private  company.
     Since  meetings  between  Parent and Mr. Casten did not result in
     general  agreement over strategic and governance  issues,  Parent
came to believe that the Company required new leadership.   

     (g) Item 11 is hereby  amended by adding the  following  sentence
immediately  following the caption "The Special  Committee" on page 5 under     
"SPECIAL FACTORS - Recommendation of the Special Committee and the Board of     
Directors  of the  Company;  Fairness  of the Offer and the  Merger" in the     
Offer to Purchase:                                                              

     The Special  Committee  concluded that the terms of the Offer and
     the  Merger  are  fair  to,  and in the best  interests  of,  the
stockholders of the Company other than Parent.              

     (h) Item 11 is hereby  amended by adding the  following  sentence
adding  at the  end  of  item  (i)  on  page 6  under  "SPECIAL  FACTORS  -     
Recommendation  of the Special  Committee and the Board of Directors of the     
Company; Fairness of the Offer and the Merger" in the Offer to Purchase:        

     The  Company  may  obtain   additional   capital   only  if  such
     transaction is approved by the Board of Directors,  a majority of
     which is comprised  of  affiliates  of Parent.  This fact was not
relevant to the fairness determination.                     

     (i) Item 11 is hereby amended by adding the following sentence at
the end of item (viii) on page 7 under "SPECIAL FACTORS - Recommendation of     
the Special  Committee and the Board of Directors of the Company;  Fairness     
of the Offer and the merger" in the Offer to Purchase:                          

     The Special  Committee  concurred in the analyses and conclusions
of CSFB.                                                    

     (j) Item 11 is hereby  amended by adding the following at the end
of  the  first  full  paragraph  on  page  7  under   "SPECIAL   FACTORS  -     
Recommendation  of the Special  Committee and the Board of Directors of the     
Company; Fairness of the Offer and the Merger" in the Offer to Purchase:        

     These  reports  included a report  published by Lazard  Freres on
     July 29, 1999 that had a  potential  value for the Company of $30
     per  share  in  twelve  to  eighteen  months  from  the  date  of
     publication. The Special Committee recognized, however, that this
     report was prepared by Lazard Freres' research  analyst,  who did
     not have the same  familiarity  with the  Company's  business  or
     access to non-public  information  as did the Special  Committee,
the Board of Directors, Parent or their advisors.           

     (k) Item 11 is hereby  amended by adding the following  after the
last sentence of the second full paragraph on page 7 under "SPECIAL FACTORS     
- Recommendation of the Special Committee and the Board of Directors of the     
Company; Fairness of the Offer and the Merger" in the Offer to Purchase:        

     The Board of  Directors  adopted  the  discussion  of the factors
     considered  by the Special  Committee  in reaching  its  fairness
determination.                                              

   (l) Item 11 is hereby amended by adding the following language at
the end of the third paragraph, before the colon, on page 8 under "SPECIAL      
FACTORS - Position of Suez, Parent and Purchaser Regarding Fairness of the      
Offer and the Merger" in the Offer to Purchase as follows:                      

     (each of which Suez, Parent and Purchaser  believed supported its
  conclusion regarding the fairness of the Offer and the Merger)

     (m) Item 11 is hereby  amended by adding the  following  language
after the first paragraph under "SPECIAL FACTORS - Position of Suez, Parent     
and Purchaser  Regarding Fairness of the Offer and the Merger" in the Offer     
to Purchase:                                                                    

          The foregoing  factors are the sole factors Suez, Parent and
     Purchaser  considered relevant in determining the fairness of the
     Offer and the Merger to the Public Stockholders. Suez, Parent and
     Purchaser did not consider net book value or liquidation value of
     the Company,  as Suez,  Parent and  Purchaser  believe that those
     methodologies   are   not   considered    appropriate   valuation
     methodologies   by  the  financial   community,   absent  special
     circumstances.  The Offer Price is substantially  higher than the
net book value or liquidation value of the Company.         

          Suez, Parent and Purchaser  recognize that the Offer and the
     Merger were not  structured to require the approval of a majority
     of the Shares  held by the Public  Stockholders  and that  Parent
     currently  has  sufficient  voting power to approve the Offer and
     the Merger without the affirmative vote of any other  stockholder
     of the Company.  However, Suez, Parent and Purchaser believe that
     the transactions  are procedurally  fair because of the following
factors:                                                    

          (i) The Special  Committee  was  appointed to represent  the
interests of the Public Stockholders.                       

          (ii) The Special  Committee  retained separate outside legal
     counsel to assist it in  evaluating  and  negotiating a potential
transaction with Parent.                                    

          (iii) The Special Committee retained CSFB as its independent
     financial  advisor to assist it in evaluating  and  negotiating a
potential transaction with Parent.                          

          (iv) The Offer Price and the other terms and  conditions  of
     the  Offer  and  the  Merger  resulted  from  active  arms-length
     bargaining between  representatives of the Special Committee,  on
   the one hand, and representatives of Parent, on the other hand.

          (v) Any Public  Stockholders  desiring to do so may exercise
     and perfect  their  appraisal  rights  under the DGCL and receive
"fair value" for their Shares as determined by the court.   

     (n) Item 11 is hereby  amended by adding the  following  language
after  the last  sentence  in the  second  full  paragraph  on page 9 under     
"SPECIAL  FACTORS  -  Position  of Suez,  Parent  and  Purchaser  Regarding     
Fairness of the Offer and the Merger" in the Offer to Purchase:                 

     The  affiliates  of Suez that have engaged CSFB to provide  these
     services  have agreed to pay CSFB a maximum  fee of $900,000  for
     its services in connection with the privatization project, and an
     amount up to 0.35% of the total funds  raised for its services in
     connection  with  the  monetization  project.  Suez,  Parent  and
     Purchaser   believe  that  the  engagement  of  CSFB  by  certain
     affiliates  of Suez is immaterial to the Offer and the Merger and
  neither supports nor detracts from its fairness determination.

     (o) Item 11 is hereby  amended  by  replacing  the  reference  to
"Parent's personnel or any other person" with "Suez,  Parent,  Purchaser or     
their respective personnel" in the last sentence of the carryover paragraph     
on  pages 10 and 11 under  the  caption  "Other  Analyses"  under  "SPECIAL     
FACTORS  -  Analysis  of  Financial  Advisor  to  Parent"  in the  Offer to     
Purchase.                                                                       

     (p) Item 11 is hereby amended by amending the carryover paragraph
on pages 16 and 17 under "SPECIAL FACTORS - Company Financial  Projections"     
in the Offer to Purchase by (i) replacing every reference to "SUEZ, PARENT,     
PURCHASER  OR THE  COMPANY  OR ANY  OTHER  PERSON"  with  "  SUEZ,  PARENT,     
PURCHASER,  THEIR  FINANCIAL  ADVISOR  OR CSFB OR ANY OF  THEIR  RESPECTIVE     
OFFICERS AND  DIRECTORS"  and (ii) adding the following  language after the     
fourth sentence:                                                                

     NEITHER THE  COMPANY NOR ANY OF ITS  OFFICERS  AND  DIRECTORS  IS
     MAKING ANY REPRESENTATIONS AS TO THE PROJECTIONS INCLUDED IN THIS
     OFFER TO  PURCHASE  OTHER THAT THEY WERE  PREPARED  IN GOOD FAITH
     BASED ON  ASSUMPTIONS  THAT WERE BELIEVED TO BE REASONABLE AT THE
TIME OF PREPARATION.                                        

     (q) Item 11 is hereby amended adding the following language after
the second sentence the first paragraph on page 18 under "SPECIAL FACTORS -     
Purpose and  Structure of the Offer and the Merger;  Plans for the Company"     
in the Offer to Purchase:                                                       

     Parent has undertaken  the  transaction at this time for a number
     of reasons,  including the following:  As indicated above, Parent
     determined in late 1999 to request the resignation of Mr. Casten.
     The Special  Committee  members upon  learning of this  decision,
     requested that the Parent revive its going private proposal.  See
     "-  Background  of  Offer  and  the  Merger;  Contacts  with  the
     Company," above. Second, the Parent determined that the Company's
     need  for  immediate  capital  to meet  certain  project  related
     funding  requirements  would be more  easily  implemented  if the
     Company was wholly owned by parent.  Third,  Parent believed that
     the  Company  was  at  a  critical   time  with  respect  to  its
     development  and growth.  While the Company has recently  added a
     number of  significant  customers  and has a number of identified
     but unsigned development contracts,  Parent does not believe that
     the  Company's  existing  credit  facilities  could  support  the
     additional capital requirements that these projects would demand,
     or that  these  capital  requirements  could be  achieved  in the
     public   markets   on  terms   compatible   with  the   Company's
     profitability objectives and current financial structure.  Parent
     believes  that  "going  private"  will allow the  Company to have
access to better financing conditions and capital.          

     (r) Item 11 is hereby  amended by adding the  following  language
after the last sentence of the carryover paragraph on pages 34 and 35 under     
"SPECIAL FACTORS -Beneficial Ownership of Shares" in the Offer to Purchase:     

     The  table  also  sets  forth  the  same   beneficial   ownership
     information concerning the remaining directors of the Company and
     its executive officers.  Except as indicated below, the executive
officers and directors of the Company do not own any Shares.

     (s) Item 11 is hereby amended by adding the following language to
the  table on page 35  under  "SPECIAL  FACTORS  -Beneficial  Ownership  of     
Shares" in the Offer to Purchase:                                               

George F. Keane..........................     27,275        30,000        *     
Richard E. Kessel(4), (5) ...............     46,813        48,000        *     
Charles E. Bayless.......................      9,949        10,000        *     
Eugene E. Murphy(4), (5).................    163,528        18,600       1.3%   
Benoit Ansart (4)........................      8,359        18,600        *     
Daniel Fiore(4)..........................      6,523        9,000         *     
Mark C. Hall(4), (5).....................      7,053        9,000         *     
Steven G. Smith(4), (5)..................     26,143        26,900        *     
Stephen K. Swinson(4), (5)...............     19,964        18,700        *     
Jean M. Malahieude(4)....................     39,503        36,600        *     
Martin Stone(4), (5).....................     13,125        9,000         *     
James F. Lowry(4), (5)...................     17,541        21,500        *     
Daniel J. Samela(4), (5).................      2,169        11,000        *     
Stephen T. Ward(4), (5)..................      2,239        11,000              
All directors and executive                                                     
officers of the Company, as a group......    1,490,303     408,000      12.0%   

     (t) Item 11 is hereby  amended by adding the  following  language
after footnote (3) on page 35 under "SPECIAL FACTORS -Beneficial  Ownership     
of Shares" in the Offer to Purchase:                                            

     (4) On January 11, 2000, the following  executive officers of the
     Company were issued  dividend  reinvestment  Shares in connection
     with their  restricted  stock  ownership:  Benoit Ansart  (14.459
     Shares),  Daniel  Fiore  (13.402  Shares),  Mark C. Hall  (13.382
     Shares),  Richard  E.  Kessel  (56.508  Shares),  James F.  Lowry
     (27.207 Shares),  Jean M. Malahieude  (56.508 Shares),  Eugene E.
     Murphy (27.207 Shares),  Daniel J. Samela (2.930 Shares),  Steven
     G.  Smith  (37.672  Shares),  Martin S.  Stone  (20.241  Shares),
     Stephen K.  Swinson  (33.486  Shares)  and Stephen T. Ward (2.930
Shares).                                                    

     (5) On January 11, 2000,  the following  executive  officers were
     issued dividend  reinvestment  Shares in their individual  401(k)
     Plan accounts maintained by Fidelity Management Trust Company, in
     connection  with the Company's  common stock  contributed to such
     accounts under the Company's  profit  sharing plan:  Mark C. Hall
     (0.491 Shares),  Richard E. Kessel (1.345 Shares), James F. Lowry
     (0.909 Shares), Eugene E. Murphy (1.345 Shares), Daniel J. Samela
     (1.140 Shares),  Steven G. Smith (1.345 Shares),  Martin S. Stone
     (0.292 Shares),  Stephen K. Swinson (1.298 Shares) and Stephen T.
Ward (1.133 Shares).                                        

     (u) Item 11 is hereby  amended by the  addition of the  following
language at the end of the table encaptioned  "Trigen Energy  Corporation -     
SELECTED  CONSOLIDATED  FINANCIAL  AND  OPERATING  DATA" page 47 under "THE     
TENDER OFFER - Certain Information  Concerning the Company" in the Offer to     
Purchase:                                                                       

          Grays Ferry  Cogeneration  Partnership.  As of December  31,
     1999, the Company had an investment of $34.3 million in the Grays
     Ferry Cogeneration Partnership (the Partnership"), representing a
     one-half  interest in the  Partnership,  which is  accounted  for
     under the equity method.  Cogen America  Schuylkill Inc. owns the
     other one-half interest in the Partnership. The Company derives a
     significant  portion  of its  income  from the  Partnership.  The
     summarized  financial  information  presented below represents an
aggregation of 100% of the Partnership (in thousands).      

                                                        [Enlarge/Download Table]

                    GRAYS FERRY COGENERATION PARTNERSHIP                                             
                   SELECTED FINANCIAL AND OPERATING DATA                                             
                              ($ IN THOUSANDS)                                                       

                                                     YEAR ENDED                 NINE MONTHS ENDED    
                                                    DECEMBER 31,                  SEPTEMBER 30,      
                                           ------------------------------ ---------------------------
                                                1998          1997(1)         1999           1998    
                                           ------------- ---------------- ------------ --------------
Statement of Operations:                                                          (unaudited)        

                                                                                                     
   Revenues.............................     $  78,126                     $  62,358      $  58,128  
   Operating expenses                                                                                
     Fuel and consumables...............        34,926                        27,021         25,642  
     Production and operating costs.....         4,348                         3,600          3,060  
     Depreciation.......................         7,402                         5,674          5,164  
     General and administrative.........         5,146                         5,412          3,615  
                                             ---------                     ---------      ---------  
   Total operating expenses.............        51,822                        41,707         37,481  
                                             ---------                     ---------      ---------  
   Operating income.....................        26,304                        20,651         20,647  
   Other income (expense)                                                                            
     Interest expense, net..............       (11,009)                       (5,756)        (8,001) 
   Earnings before cumulative effect of a                                                            
     change in an accounting principle..                                                             
                                                15,295                        14,895         12,646  
   Cumulative Effect of a Change in an                                                               
     Accounting Principle...............            --                          (357)            --  
   Net Income...........................     $  15,295                     $  14,538      $  12,646  
                                             =========                     =========      =========  


                                                 AS OF DECEMBER 31,            AS OF SEPTEMBER 30,   
                                           ------------------------------ ---------------------------
                                                1998          1997            1999           1998    
                                           ------------- ---------------- ------------ --------------

                                                                                                     
Balance Sheet Data:                                                                                  
   Working capital (deficit)............     $(100,033)     $(115,430)     $ (88,500)     $(112,294) 
   Property, plant and equipment, net...       143,895        144,328        138,342        144,099  
   Current assets.......................        33,393         10,092         32,567         35,441  
   Noncurrent assets....................         6,875          6,545         15,433         16,283  
   Total assets.........................       184,163        160,965        186,342        195,823  
   Current liabilities..................       133,426        125,522        121,067        147,735  
   Noncurrent liabilities...............             -              -              -              -  
   Partners' Capital....................        50,737         35,443         65,275         48,088  
-----------------------------                                                                        
<FN>                                                                                                 
(1)  Financial   information   regarding   the   operations   Grey's  Ferry                          
     Cogeneration  Partnership for the year ended December 31, 1997 are not                          
     available because Commercial operations did not commence until January                          
     9, 1998.                                                                                        
</FN>                                                                                                

     Additional  financial  information relating to the Partnership is
hereby incorporated by reference from the audited financial statements
for the Partnership's  1998 and 1997 fiscal years set forth in Exhibit
99 to the 1998 10-K.  The exhibit and the report may be inspected  at,
and copies may be obtained from, the same places and in the manner set
forth below under " - Available Information," below.                  

     (v) Item 11 is hereby  amended by  replacing  every  reference to
"Purchaser,  Parent,  Suez, CAC,  Societe Generale or, to the best of their     
knowledge"  with  "the  Company,  Purchaser,  Parent,  Suez,  CAC,  Societe     
Generale or, to the best of their  respective  knowledge"  in the sixth and     
seventh  paragraph on page 48, the carryover  paragraph on pages 48 and 49,     
and the first full  paragraph on page 49 under "THE TENDER  OFFER  -Certain     
Information  Concerning Purchaser,  Parent, Suez, CAC and Societe Generale"     
in the Offer to Purchase.                                                       

     (w) Item 11 is hereby amended by amending the fourth paragraph on
page 50 under "THE TENDER OFFER - Conditions  of the Offer" in the Offer to     
Purchase by replacing the words "the  acceptance of such Shares for payment     
or the payment therefor" in the fourth line of such language with the words     
"the Expiration Date."                                                          

     (x) Item 11 is hereby amended by amending by adding the following
paragraph  after  the  carryover  paragraph  on pages 53 and 54 under  "THE     
TENDER OFFER - Certain  Litigation  Matters;  Regulatory  Approvals" in the     
Offer to Purchase:                                                              

          On March 16, 2000 another  reported class action styled Adam
     Z. Rice v. Trigen Energy  Corporation,  Suez  Lyonnaise Des Eaux,
     Elyo S. A., T Acquisition  Corporation,  Christine  Morin-Postel,
     Richard E. Kessel,  George Keane,  Patrick Buffet,  Oliver Degos,
     Philippe Brongiart,  Michel Bleitarch,  Dominique Magin, D'Oince,
     and Charles  Bayless,  Index No.  03668-00  (Supreme Court of the
     State of New York,  County of Westchester)  was filed. The action
     purports  to be  brought on behalf of a class  consisting  of all
     holders  of  the  Common  Stock  (except   defendants  and  their
     affiliates)  and alleges  that Parent has embarked on a course of
     conduct  designed to depress  the value of the  Shares,  that the
     consideration  to be received for the Shares is  inadequate,  and
     that the defendants  have breached their  fiduciary  duties.  The
action seeks, among other things, damages.                  

     (y) Item 11 is hereby amended by adding the following language at
the end of Schedule I in the Offer to Purchase:                                 

4.   DIRECTORS AND OFFICERS OF THE COMPANY        

     Set forth  below is the name,  present  principal  occupation  or
     employment  and  material  occupations,   positions,  offices  or
     employment for the past five years of each director and executive
     officer of Trigen Energy  Corporation.  The principal  address of
     the Company and, unless  indicated  below,  the current  business
     address for each  individual  listed  below is c/o Trigen  Energy
     Corporation,  1 Water  Street,  White  Plains,  New  York  10601.
     Telephone:  (914) 948-9150. Each such person is, unless indicated
below, a citizen of the United  States.                     

                             Present Principal Occupation or
Name and Current                       Employment; Material Positions Held      
Business Address               Age     During the Past Five Years               
---------------------------------------------------------------------------     
Christine Morin-Postel          53   Chief   Executive  Officer  of Societe     
                                Generale de  Belgique  (1997-present).
                                Director and  Non-executive  Chairman,
                                Trigen       Energy        Corporation
                                (2000-present);   Chairman  and  Chief
                                Executive      Officer,      Compagnie
                                Hypothecaire (1995-1998); Chairman and
                                Chief  Executive  Officer,   credisuez
                                (1995-1997);     Managing     Partner,
                                Financiere Indosuez  (1995-1996).  Ms.
                     Postel is a French citizen.

Patrick Buffet                  46   Executive    Vice    President,   Suez     
                                Lyonnaise  des  Eaux   (1998-present);
                                Director,  Trigen  Energy  Corporation
                                (1998-present);       Director      of
                                International    Holdings,     Societe
                                Generale de Belgique (1994-1998).  Mr.
                     Buffet is a French citizen.

George F. Keane                 70   Director (1994-present), Trigen Energy     
                                Corporation,  Non-executive  Chairman,
                                Trigen Energy Corporation (1994-2000);
                                President    Emeritus    and    Senior
                                Investment  Adviser,  The Common  Fund
                                (1993-1996);  Board member,  Universal
                                Stainless  &  Alloy  Products,  Global
                                Pharmaceutical,      United      Water
                                Resources,    The   Bramwell    Funds,
                                Nicholas-Applegate   Investment  Trust
                            and Northern Trust of Connecticut.

Philippe Brongniart             61   Member of  the Executive  Board,  Suez     
                                Lyonnaise  des  Eaux   (1997-present);
                                Director,  Trigen  Energy  Corporation
                                (1997-present);     Executive     Vice
                                President,    Lyonnaise    des    Eaux
                                (1993-1997).   Mr.   Brongniart  is  a
         French citizen.

Olivier Degos                   38   Treasurer and Secretary, T Acquisition     
                                Corp.  (2000-present);   International
                                Director,     Elyo     (1999-present);
                                Director,  Trigen  Energy  Corporation
                                (1999-present);     Chief    Financial
                                Officer,   Elyo  (1995-1998);   Deputy
                                Chief  Financial  Officer;   The  SITA
            Group (1994-1995).

Richard E. Kessel               50   Director,  Trigen  Energy  Corporation     
                                (1994-present),     Chief    Executive
                                Officer of Trigen  Energy  Corporation
                                (January 2000-present); Executive Vice
                                President and Chief Operating Officer,
                                Trigen       Energy        Corporation
              (1993-January 2000).

Charles E. Bayless              56   Director,   Trigen  Energy Corporation     
                                (1994-present);  President  and  Chief
                                Executive   Officer,   Illinova  Power
                                Company   (1998-present);    Chairman,
                                President and Chief Executive Officer,
                                UniSource    Energy    (1998-present);
                                Chairman,    Tuscon   Electric   Power
              Company (1992-1998).

Michel Bleitrach                54   President, T. Acquisition Corp. (2000-     
                                present); Chairman and Chief Executive
                                Officer,      Elyo     (1993-present);
                                Director,  Trigen  Energy  Corporation
         (1995-present).

Dominique Mangin d'Ouince       50   Director,  Trigen  Energy  Corporation     
                                (1995-present);     Executive     Vice
                                President and Managing Director,  Suez
                                Lyonnaise  des  Eaux   (1995-present);
                                Managing      Director,       Business
                                Development,  Suez  Lyonnaise des Eaux
                                (1990-1997).  Mr. Mangin d'Ouince is a
         French citizen.

Jean M. Malahieude              61   Executive   Vice   President,   Trigen     
                                Energy   Corporation   (1997-Present);
                                Vice    President,    Trigen    Energy
                                Corporation   (1987-1997);   Executive
                                Vice   President,   Cofreth   American
                                Corporation    (1987-present).     Mr.
                         Malahieude is a French citizen.

James F. Lowry                  61   President,        Trigen        Energy     
                                Corporation (1995-present); Principal,
                                International      Ventures      Group
      (1993-1995).

Eugene E. Murphy                65   Vice  President and  General  Counsel,     
                                Trigen       Energy        Corporation
                                (1986-present).    Secretary,   Trigen
                            Energy Corporation (1998-present).

Daniel J. Samela                52   Controller, Trigen Energy  Corporation     
                                (1995-present);     Chief    Financial
                                Officer,   Dealer  Division  of  Savin
                  Corporation (1991-1995).

Stephen T. Ward                 57   Treasurer,  Trigen  Energy Corporation     
                                (1995-present);  Treasurer,  [TI Group
           Inc. (1988-1995).

Stephen K. Swinson              42   Vice    President,     Trigen   Energy     
                                Corporation (1998-present); President,
                                Technology  Division,   Trigen  Energy
                                Corporation (1997-present); President,
                                Western    Region,    Trigen    Energy
                                Corporation  (1996-1997);   President,
                                Trigen-Colorado   Energy   Corporation
                                (1995-1997);  President, Trigen-Kansas
                              City Energy Corporation (1993-1997).

Steven G. Smith                 58   Vice     President,    Trigen   Energy     
                                Corporation (1998-present); President,
                                Operations  Division,   Trigen  Energy
                                Corporation (1997-present); President,
                                Trigen-Philadelphia   Energy   Company
         (1990-present).

Martin S. Stone                 64   Vice   President  and Chief  Financial     
                                Officer,   Trigen  Energy  Corporation
                                (1998-present);     Vice    President,
                                Corporate    Secretary,    and   other
                                positions,  Helmsley Enterprises, Inc.
      (1971-1997).

Benoit Ansart                   39   Vice    President,    Trigen    Energy     
                                Corporation  (1999-present);  Director
                                of    Engineering,    Trigen    Energy
                  Corporation (1993-1999).

Daniel Fiore                    54   Vice    President,    Trigen    Energy     
                                Corporation    (1999-present);    Vice
                             President, Burns & Roe (1995-1999).

Mark Hall                       32   Vice    President,    Trigen    Energy     
                                Corporation  (1999-present);  Director
                                of Government  Affairs,  Trigen Energy
                                Corporation  (1997-1999);  Manager  of
                                Environmental   Health   and   Safety,
                                Trigen Energy Corporation (1995-1997).

     (z) Item 11 is hereby amended by amending the first  paragraph of
Schedule III in the Offer to Purchase by (i) replacing  every  reference to     
"Suez,  Parent,  Purchaser,  the Company"  with "Suez,  Parent,  Purchaser,     
Lazard Freres, CSFB or any of their respective officers and directors," and     
(ii) adding the following language after the sixth sentence:                    

     Neither the  Company nor any of its  officers  and  directors  is
     making any representations as to the projections included in this
     Offer to  Purchase  other that they were  prepared  in good faith
     based on  assumptions  that were believed to be reasonable at the
time of preparation.                                        

ITEM 12.  Exhibits.                                                             

(a)(1)(i)         Offer to Purchase, dated February 28, 2000.*                  

(a)(1)(ii)        Letter of Transmittal.*                                       

(a)(1)(iii)       Notice of Guaranteed Delivery.*                               

(a)(1)(iv)        Letter to Brokers, Dealers, Commercial Banks, Trust           
Companies and Other Nominees.*              

(a)(1)(v)         Notice to the Company 401k Plan Participants from             
Fidelity Management Trust Company.*         

(a)(1)(vi)        Solicitation/Recommendation Statement on Schedule 14D-9,      
             dated February 28, 2000 (incorporated by reference to the
         Company's Schedule 14D-9 filed with the Commission on
February 28, 2000).*                        

(a)(2)            Letter to stockholders from Richard E. Kessel, President      
and Chief Executive Officer of the Company.*

(a)(3)            Exhibit (a)(1)(i) is incorporated herein by reference.        

(a)(4)            Not applicable.                                               

(a)(5)(i)         Letter from Brokers, Dealers, Commercial Banks, Trust         
Companies and Other Nominees to Clients.*   

(a)(5)(ii)        Guidelines for Certification of Taxpayer Identification       
Number on Substitute Form W-9.*             

(a)(5)(iii)       Agreement and Plan of Merger dated as of January 19,          
           2000, among Elyo, T Acquisition Corp. and the Company.*

(a)(5)(iv)        Audited financial statements for the Company's 1998 and       
             1997 fiscal years, beginning on page F-1 of the Company's
        Annual Report on Form 10-K for the fiscal year ended
       December 31, 1998 (incorporated by reference to the
       Company's Annual Report on Form 10-K filed with the
Commission on March 31, 1999).*             

(a)(5)(v)         Pages 1 through 8, inclusive, of the Company's Quarterly      
    Report on Form 10-Q for the fiscal quarter ended
        September 30, 1999 (incorporated by reference to the
          Company's Quarterly Report on Form 10-Q filed with the
Commission on November 12, 1999).*          

(a)(5)(vi)        Audited financial statements for Grays Ferry Cogeneration     
        Partnership 1998 and 1997 fiscal years, set forth on
          Exhibit 99 to the Company's Annual Report on Form 10-K
             for the fiscal year ended December 31, 1998 (incorporated
            by reference to the Company's Annual Report on Form 10-K
  filed with the Commission on March 31, 1999).*

(a)(5)(vii)       Joint Press Release, dated January 19, 2000.*                 

(a)(5)(viii)      Joint Press Release, dated February 28, 2000.*                

(a)(5)(ix)        Joint Press Release, dated March 17, 2000.                    

(b)               Not applicable.                                               

(c)(i)            Summary Presentation prepared for Parent by Lazard Freres     
& Co., LLC, dated January 19, 2000.*        

(c)(ii)           Written Presentation prepared for the Special Committee       
            by Credit Suisse First Boston Corporation, dated January
19, 2000.*                                  

(c)(iii)          Opinion of Credit Suisse First Boston Corporation, dated      
            January 19, 2000 (incorporated by reference from Annex A
            of the Solicitation/Recommendation Statement on Schedule
    14D-9 of the Company, dated February 28, 2000).*

(d)(i)            Tender and Voting Agreement dated as of January 19, 2000,     
          among Elyo, T Acquisition Corp. and the Stockholders.*

(d)(ii)           Letter Agreement between Thomas R. Casten and Elyo, dated     
January 19, 2000.*                          

(d)(iii)          Separation Agreement and Release dated as of January 19,      
         2000, between Trigen Energy Corporation and Thomas R.
Casten.*                                    

(f)               Section 262 of the Delaware General Corporation Law           
           (included as Schedule II to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).*            

(g)               Not applicable.                                               

(h)               Not applicable.                                               

(i)(i)            Power of Attorney, dated October 27, 1998.*                   

(i)(ii)           Power of Attorney, dated October 27, 1998 (English            
translation).                               

-------------------                                                             
*  Previously filed                                                             

SC TO-T/A 3rd "Page" of 4 TOC 1st Previous Next Bottom Just 3rd

SIGNATURE     

After  due  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.                                                                    

           T ACQUISITION CORP.

                By: /s/ Michel Bleitrach
                                 ---------------------------------
                        Name:   Michel Bleitrach
                 Title:  President

ELYO    

                By: /s/ Michel Bleitrach
                                 ---------------------------------
                        Name:   Michel Bleitrach
                               Title:  Chief Executive Officer

               SUEZ LYONNAISE DES EAUX

                  By: /s/  M. Patrice Herbet
                                 ---------------------------------
                          Name:   M. Patrice Herbet*
                                 Title:  Authorized Representative

                 TRIGEN ENERGY CORPORATION

                By: /s/ Eugene E. Murphy
                                 ---------------------------------
                       Name:  Eugene E. Murphy
                              Title: Vice President, General
                                   Counsel and Secretary

Dated:  March 17, 2000                                                          

-----------------------                                                         
*    A Power of Attorney authorizing M. Patrice Herbet to sign on behalf of     
Suez Lyonnaise des Eaux is filed herewith as Exhibit (i).             

SC TO-T/A Last "Page" of 4 TOC 1st Previous Next Bottom Just 4th

EXHIBIT INDEX     

EXHIBIT                                                                   
NUMBER         TITLE                                                      
------------      -----                                                         

(a)(1)(i)         Offer to Purchase, dated February 28, 2000.*                  

(a)(1)(ii)        Letter of Transmittal.*                                       

(a)(1)(iii)       Notice of Guaranteed Delivery.*                               

(a)(1)(iv)        Letter to Brokers, Dealers, Commercial Banks, Trust           
Companies and Other Nominees.*              

(a)(1)(v)         Notice to the Company 401k Plan Participants from             
Fidelity Management Trust Company.*         

(a)(1)(vi)       Solicitation/Recommendation Statement on Schedule 14D-9,     
             dated February 28, 2000 (incorporated by reference to the
         Company's Schedule 14D-9 filed with the Commission on
February 28, 2000).                         

(a)(2)            Letter to stockholders from Richard E. Kessel, President      
and Chief Executive Officer of the Company.*

(a)(3)            Exhibit (a)(1)(i) is incorporated herein by reference.        

(a)(4)            Not applicable.                                               

(a)(5)(i)         Letter from Brokers, Dealers, Commercial Banks, Trust         
Companies and Other Nominees to Clients.*   

(a)(5)(ii)        Guidelines for Certification of Taxpayer Identification       
Number on Substitute Form W-9.*             

(a)(5)(iii)       Agreement and Plan of Merger dated as of January 19,          
           2000, among Elyo, T Acquisition Corp. and the Company.*

(a)(5)(iv)        Audited financial statements for the Company's 1998 and       
             1997 fiscal years, beginning on page F-1 of the Company's
        Annual Report on Form 10-K for the fiscal year ended
       December 31, 1998 (incorporated by reference to the
       Company's Annual Report on Form 10-K filed with the
Commission on March 31, 1999).              

(a)(5)(v)         Pages 1 through 8, inclusive, of the Company's Quarterly      
    Report on Form 10-Q for the fiscal quarter ended
        September 30, 1999 (incorporated by reference to the
          Company's Quarterly Report on Form 10-Q filed with the
Commission on November 12, 1999).           

(a)(5)(vi)        Audited financial statements for Grays Ferry Cogeneration     
        Partnership 1998 and 1997 fiscal years, set forth on
          Exhibit 99 to the Company's Annual Report on Form 10-K
             for the fiscal year ended December 31, 1998 (incorporated
            by reference to the Company's Annual Report on Form 10-K
 filed with the Commission on March 31, 1999).

(a)(5)(vii)       Joint Press Release, dated January 19, 2000.*                 

(a)(5)(viii)      Joint Press Release, dated February 28, 2000.*                

(a)(5)(ix)        Joint Press Release, dated March 17, 2000.                    

(b)               Not applicable.                                               

(c)(i)            Summary Presentation prepared for Parent by Lazard Freres     
& Co., LLC, dated January 19, 2000.*        

(c)(ii)           Written Presentation prepared for the Special Committee       
            by Credit Suisse First Boston Corporation, dated January
19, 2000.*                                  

(c)(iii)          Opinion of Credit Suisse First Boston Corporation, dated      
            January 19, 2000 (incorporated by reference from Annex A
            of the Solicitation/Recommendation Statement on Schedule
    14D-9 of the Company, dated February 28, 2000).*

(d)(i)            Tender and Voting Agreement dated as of January 19, 2000,     
          among Elyo, T Acquisition Corp. and the Stockholders.*

(d)(ii)           Letter Agreement between Thomas R. Casten and Elyo, dated     
January 19, 2000.*                          

(d)(iii)          Separation Agreement and Release dated as of January 19,      
         2000, between Trigen Energy Corporation and Thomas R.
Casten.*                                    

(f)               Section 262 of the Delaware General Corporation Law           
           (included as Schedule II to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).*            

(g)               Not applicable.                                               

(h)               Not applicable.                                               

(i)(i)            Power of Attorney, dated October 27, 1998.*                   

(i)(ii)           Power of Attorney, dated October 27, 1998 (English            
translation).                               

-------------------                                                             
*  Previously filed

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC TO-T/A Filing	Date	First	Last	Other Filings

	12/31/97	2		10-K, 10-K/A, 8-K, 8-K/A, DEF 14A
	1/9/98	2
	10/27/98	2	4
	12/31/98	2	4	10-K
	3/31/99	2	4	10-K, 10-Q, DEF 14A
	7/29/99	2
	9/30/99	2	4	10-Q, 10-Q/A
	11/12/99	2	4	10-Q
	12/31/99	2		10-K
	1/11/00	2
	1/19/00	1	4
	2/28/00	1	4	SC 13D/A, SC 13E3, SC 14D9, SC TO-T
	3/16/00	2
Filed On / Filed As Of	3/17/00	2	4
	3/29/00	1		SC 13D/A

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Suez Lyonnaise Des Eaux · SC TO-T/A · Trigen Energy Corp · On 3/17/00

Filed On 3/17/00 · SEC File 5-44567 · Accession Number 895345-0-199

Amendment to Tender-Offer Statement -- Third-Party Tender Offer · Schedule TOFiling Table of Contents

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Amendment to Tender-Offer Statement -- Third-Party Tender Offer · Schedule TO
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SC TO-T/A · Amendment to Tender-Offer Statement -- Third-Party Tender Offer
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