NEW ENERGY CO OF INDIANA LTD PARTNERSHIP
8-K, 1997-07-02
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                       SECURITIES AND EXCHANGE COMMISSION
                                                                               
                             Washington, D.C. 20549
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                                    FORM 8-K

                                 CURRENT REPORT
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    Pursuant to Section 13 and 15(d) of the Securities Exchange Act of 1934  
                                  July 1, 1997
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               Date of Report (Date of earliest event reported)  
               NEW ENERGY COMPANY OF INDIANA LIMITED PARTNERSHIP               
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              (Exact name of Registrant as specified in charter) 

           Indiana                  0-11431           52-1195762           
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        (State or other   (Commission File Number)     (IRS Employer         
        jurisdiction of                                Identification No.) 
        incorporation)                  


              3201 West Calvert Street, South Bend, Indiana 46613              
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              (Address of principal executive offices) (Zip Code) 
                                 (219) 233-3116
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               Registrant's telephone number, including area code 


                                       N/A
         (Former name or former address, if changed since last report) 
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ITEM 5. OTHER EVENTS.

     The Company issued the following press release on July 1, 1997:  

     New Energy Company of Indiana Limited Partnership ("New Energy")
announced today that it has signed a definitive agreement under which the
business and assets of New Energy will be acquired by Corn Energy, Inc.  Corn
Energy is an Indiana corporation organized by a Cincinnati, Ohio investor
group for the purpose of this transaction. 
     
     New Energy owns and operates an ethanol production facility in South
Bend, Indiana.  Its limited partner interests are owned by approximately 3,300
investors as a result of a 1982 public offering.  For the year ended December
31, 1996, New Energy has total sales of approximately $132 million.  

     The purchase price for New Energy is in excess of $70 million including
the assumption of certain liabilities.  The transaction is subject to approval
by a majority in interest of the limited partners of New Energy and to
compliance with certain regulatory and other conditions including the ability
of Corn Energy to negotiate new terms for the Department of Energy
indebtedness acceptable to it.  Of the cash proceeds payable to New Energy,
$2.5 million will be paid to the Business Development Corporation of South
Bend, Mishawaka and St. Joseph County, Indiana in settlement of New Energy's
obligations to it.  It is estimated that those limited partners of New Energy
entitled to share in the liquidation distribution will receive approximately
$400 per limited partner unit as a result of the transaction.  

     Corn Energy intends to continue to operate the business in substantially
its present form.  No changes are anticipated in New Energy's current
workforce of approximately 135 persons, all of whom are employed at the South
Bend facility. 

     Larry W. Singleton, President and Chief Executive Officer of New Energy,
said: "We have come to the point in our history where our capital structure
does not provide the flexibility needed to meet the demands of our business. 
Although our investors have received substantial benefits over the years in
the form of tax credits and deductible losses, there is little prospect for
any cash distributions to them either in the near future or over the long
term.  As a result of this transaction, the employees, customers and suppliers
of New Energy will have the opportunity to continue their current
relationships with the business, and our limited partners will realize some
additional recovery on their investment." 


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                                    Signature

     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.

               New Energy Company of Indiana Limited Partnership (Registrant) 

               By:   New Energy Corporation of Indiana General Partner 

               By:   /s/Larry W. Singleton
                     --------------------------------------------------------- 
                    Larry W. Singleton, President and Chief Executive Officer 



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