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) June 28, 1999
THE RIDGEWOOD POWER GROWTH FUND
(Exact name of Registrant as Specified in Charter)
Delaware 22-3495594
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
947 Linwood Avenue, Ridgewood, New Jersey 07450-2939
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 447-9000
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Item 5. Other Events.
On June 4, 1999, The Ridgewood Power Growth Fund (the "Growth Fund"), which is
filing this Current Report, and Ridgewood Electric Power Trust V ("Ridgewood
Power V"), a similar investment program managed by Ridgewood Power LLC (the
Managing Shareholder of the Growth Fund) entered into agreements with the
stockholders of Combined Landfill Projects Limited ("CLP"), of London, England,
for a $13.6 million purchase of 100% of the equity interest in four operating
landfill gas power plants and one plant in the late stages of construction, as
well as the rights to develop and construct another 20 landfill gas plants in
Great Britain. The transfer closed June 28, 1999. The estimated additional
equity investment needed to fund completion at all 20 developmental sites, if
all the developmental plants were built and Ridgewood U.K. elects to acquire
them, is $23 to $25 million.
Ridgewood Power V has supplied the $13.6 million for the initial purchase of
plants and will supply the first $5.4 million of the developmental equity. The
Growth Fund will supply the remainder of the developmental equity, if needed. To
the extent that the Growth Fund supplies capital, it will receive an undivided
interest in the entire package of operating and developmental projects.
Ridgewood Power V and the Growth Fund have organized Ridgewood U.K. Limited, an
English limited company ("Ridgewood U.K.") to act as a holding company for the
British projects.
The following five plants are currently in operation or about to be
commissioned:
Current Price per
Project Location kWh (US$) Installed capacity
- ----------------- ------------------ -------------- ---------------------
Chelson Meadow Devon, England 4.57 2.85 megawatts
United Mines Cornwall, England 5.26 2.85 megawatts
Whinney Hill Lancashire, England 5.28 3.10 megawatts
Bellhouse Essex, England 5.28 2.85 megawatts
Summerston (to be Glasgow, Scotland 5.26 2.85 megawatts
commissioned late
August 1999)
Total capacity 14.5 megawatts
Each English plant has a 15-year long term power purchase contract with the
Non-Fossil Purchasing Agency Limited, a quasi-autonomous non-governmental
organization that purchases electricity generated by renewable sources (such as
landfill gas power plants) on behalf of all English utilities in order to meet
British environmental protection goals. The Summerston plant has a similar
15-year contract under the Scottish Renewables Order with Scottish utilities.
The electricity prices will be increased annually by a factor equal to any
percentage increase in the U.K. Retail Price Index.
The five projects named above (which include both the electricity generating
plants and the gas collection and cleaning systems) have been or will be
financed with a total of $16.6 million of long-term bank debt, in addition to
the equity interest purchased by Ridgewood Power V. The loans are non-recourse
against Ridgewood U.K., Ridgewood Power V, the Growth Fund and their
intermediate subsidiaries. Ridgewood Power V and the Growth Fund have also
organized Ridgewood CLP Management Limited, an English company ("RW
Management"), which will be responsible for operating the five plants and any
additional plants that are developed. The principal stockholders of CLPS will
own non-voting stock in RW Management. RW Management will manage the plants at
cost and will not be intended to earn any profit. CLP Services Limited, a new
company ("CLPS") organized by the stockholders of CLP, will provide day-to-day
services under subcontract to RW Management. CLPS will be paid a flat fee of
approximately 1.2 cents per kilowatt-hour for those services (adjusted for
increases in the Retail Price Index) and will be eligible for bonus payments if
a project's actual annual electricity output exceeds 90% of its capacity. CLPS
will also pay approximately $88,000 per year (also adjusted for increases in the
Retail Price Index) for management services for the various companies owning the
five existing projects. The gas extraction and cleaning systems for the
landfills will be operated by CLPS for no additional cost. RW Management may
terminate the subcontract with CLPS if at the end of any year the projects in
the aggregate have not produced at least 90% of their capacity (adjusted for
loss of time for scheduled downtime, catastrophic failures not caused by CLPS or
failures to receive landfill gas not caused by CLPS), or at any time if it can
be shown that it is physically impossible for the plants as a whole to meet the
90% standard for the current year.
CLPS will proceed to develop as many of the 20 remaining sites as may be
feasible and will bear the developmental costs itself. Its principal source of
funds for doing so will be approximately 4 million pounds sterling contributed
by its stockholders from the purchase price paid by Ridgewood U.K. for the five
plants described above. As each remaining plant is completed and commissioned,
Ridgewood U.K expects that the bank will provide long-term finance for
approximately 55% of the plant's reasonable cost, although the bank has not yet
committed to do so. If full bank financing is obtained for a plant, CLPS will
sell the equity interest in the plant to Ridgewood U.K. Ridgewood Power V will
provide the first $5.4 million of the additional equity capital necessary for
Ridgewood U.K to buy the plants. That $5.4 million should be enough to purchase
3 to 4 additional projects. If additional projects are successfully completed,
the additional money will be provided by the Growth Fund through contributions
of capital to Ridgewood U.K. By doing that, the Growth Fund will obtain an
economic interest in each of Ridgewood U.K.'s plants proportionate to the share
of Ridgewood U.K.'s total capital that it contributes. Ridgewood U.K. expects to
contract with RW Management to operate the additional plants using CLPS on terms
similar to those for the five existing plants.
The purchase price for the first five plants, 9,426,000 pounds sterling, was
determined by arms-length bargaining and was paid from proceeds of Ridgewood
Power V's prior private placement offering. The price reflected the estimated
value of the cash flow from the five plants, assuming production meets the 90%
standard, plus estimated adjustments for the current assets acquired by
Ridgewood U.K, interest at 5.25% per year on those amounts from an assumed
purchase date of April 1, 1999, and retention amounts held against amounts due
for completion of the Chelson Meadow and Summerston plants. The purchase price
will be adjusted to reflect actual results for the April - June 1999 period.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
We have not included audited financial statements for the acquired
businesses in this filing because none of the significant subsidiary tests are
met at the 20% level or higher. We are not providing pro forma financial
information because there were no significant operations during 1998.
(c) Exhibits.
Exhibit No. Item
2.A Agreement for the sale and purchase of the entire issued share capital of
Combined Landfill Projects Limited, by and among D.H. Fitzherbert & others and
Ridgewood U.K. Limited. To be filed by amendment.
2.B Operations, Repair and Maintenance Agreement, by and among CLP Services
Limited, Ridgewood CLP Management Limited and Ridgewood UK Limited. To be filed
by amendment.
2.C Employee Transfer Agreement, by and between CLP Services Limited and
Ridgewood CLP Management Limited. To be filed by amendment.
2.D Summerston Development Agreement, by and among Summerston Energy Limited,
Ridgewood UK Limited and certain vendors. To be filed by amendment.
2.E Option Agreement, relating to NFFO 5 Projects, by and among Ridgewood
UK Limited and Guinness Mahon Group Limited and others. To be filed by
amendment.
10.J Articles of Association of Ridgewood UK Limited. To be filed by
amendment.
10.K Articles of Association of Ridgewood CLP Management Limited. To be
filed by amendment.
10.L Shareholders' Agreement relating to Ridgewood CLP Management Limited, by
and among Landgas Energy Limited, Ridgewood UK Limited and Ridgewood CLP
Management Limited.
Exhibits and schedules to these exhibits are omitted, and lists of the omitted
documents are found in their tables of contents. The Registrant agrees to
furnish supplementally a copy of any omitted exhibit or schedule to these
exhibits to the Commission upon request.
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.
THE RIDGEWOOD POWER GROWTH FUND
By: /s/ Martin V. Quinn
Martin V. Quinn, Senior Vice
President and Chief Financial
Officer
