<PAGE>
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) July 1, 1998
BESICORP GROUP INC.
__________________________________________________________________
(Exact name of Registrant as specified in its charter)
New York 0-9964 14-1588329
__________________________________________________________________
(State or other (Commission File (IRS Employer
jurisdiction of incorporation) Number) Identification No.)
1151 Flatbush Road, Kingston, New York 12401
__________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 914-336-7700
__________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
This document consists of 4 pages.
<PAGE>
ITEM 5. OTHER EVENTS
The Company announced on July 1, 1998, that it was a party to the consummation
of the Master Restructuring Agreement on June 30, 1998, between Niagrara
Mohawk Power Corporation and fourteen developer/owners of twenty-seven
independent power plants.
EXHIBITS
99.1 Press Release of the Company dated July 1, 1998
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.
Besicorp Group Inc., Registrant
By: /s/ Michael J. Daley
Michael J. Daley
Date: July 8, 1998 Executive Vice President, Chief Financial Officer
2
<PAGE>
Exhibit No. 99.1
BESICORP GROUP INC. News Release
For Immediate Release
Contact: Michael J. Daley, Executive Vice President, Chief Financial Officer
(914) 336-7700 x110
BESICORP CONSUMMATES MASTER RESTRUCTURING AGREEMENT WITH NIAGARA MOHAWK
KINGSTON, NEW YORK, JULY 1, 1998 - BESICORP GROUP INC. (AMEX Emerging Company
Marketplace - BGI.EC) announced today that it was a party to the consummation of
the Master Restructuring Agreement ("MRA") on June 30, 1998, between Niagara
Mohawk Power Corporation ("NIMO") and fourteen developer/owners of twenty-seven
independent power plants. Besicorp, through subsidiaries, owns partnership
interests in five power plants which participated in the MRA. Pursuant to the
terms of the MRA, the power purchase agreements have been terminated for the
Company's projects which had provided a total of 323 Megawatts of capacity and
energy to NIMO. Besicorp holds partnership interests ranging from 36 to 50 per
cent in those projects.
As a result of the MRA and related transactions, and the operating results of
the project partnerships for the quarter ended June 30, 1998, the Company is
receiving net estimated cash proceeds of approximately $53 Million, of which
approximately $8 Million will be retained at the partnership level in regard to
ongoing obligations of the projects. Additionally, the Company has received
4,615,770 shares of NIMO common stock. The closing price of the NIMO stock on
June 30 was $14.9375 for an aggregate value of approximately $69 Million.
Besicorp, with its financial, accounting, and legal advisors, is analyzing the
financial and tax impact to the Company as a result of these transactions, which
will be more fully discussed in future disclosure documents. The net proceeds
received by the Company as a result of the MRA reflect the fact that the bulk of
the gross proceeds received by the partnerships from NIMO was used to terminate
most obligations with third parties including lenders, fuel suppliers and
transporters, thermal hosts, and others. The partnerships still hold ownership
or leasehold interests in the five power plants.
At the Annual Meeting of Shareholders on September 30, 1997, the Company
announced that it intended to explore a potential business combination. In this
connection, Besicorp has retained Josephthal & Co. Inc. as its investment banker
in order to maximize the ultimate value of the MRA to the Company's shareholders
and is considering a variety of potential transaction structures to accomplish
that goal. The form or financial value of a potential transaction can not be
determined at present, and there can be no assurance that any transaction will
be consummated. Additionally, Josephthal is assisting in the sale of the five
power plants pursuant to a separate agreement with the Kamine/Besicorp
partnerships.
<PAGE>
Besicorp Chairman, President, and CEO, Michael F. Zinn, made the following
comments: "Our Company has worked with Niagara Mohawk Power Corporation in a
constructive manner for over ten years in the development of five clean natural
gas-fired power plants. We and our partner, Kamine Development Corp., worked
with lenders, investors and technology suppliers to bring half a billion dollars
in power plant assets from conception to reality. In doing so, we created jobs
for many hundreds of people in the construction and operation of these power
plants and supported many additional jobs at the industrial sites to which we
supplied low-priced thermal energy.
"We wish to commend NIMO for taking the high road in always dealing ethically
and honorably in difficult circumstances.
"The achievement of this major industry restructuring, while difficult in
itself, should be an example to those in government and industry as to what can
be achieved through cooperation and fair and honest negotiation among parties
with disparate economic interests."
Besicorp specializes in the development of independent power projects and energy
technologies.
Certain statements contained in this press release may be deemed forward-looking
statements. Such statements, and other matters addressed in this press release,
involve a number of risks and uncertainties. Among the factors that could cause
actual plans to differ materially from these statements and other matters are
the risks and other factors detailed, from time to time, in the Company's
reports with the U.S. Securities and Exchange Commission.
###
###
