Submitted December 24, 1996 File Number 0-14452
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of earliest event reported: December 6, 1996
Far West Electric Energy Fund, L.P.
(Exact name of registrant as specified in its charter)
921 Executive Park Drive
Salt Lake City, Utah 84117
(801) 268-4444
(Address and phone of principal executive offices)
Delaware
(State of formation)
87-0414725
(IRS employer identification number)
Item 2. Acquisition or Disposition of Assets
By means of a Consent Solicitation dated July 19, 1996, the
registrant sought approval of its limited partners for
(i) sale of all partnership assets, (ii) payoff of partnership
creditors, (iii) distribution of the remaining proceeds of
sale to the limited partners on a prorata per unit basis,
and (iv) termination of the partnership (collectively, the
"Proposed Transaction").
The Proposed Transaction was approved by vote of 89.58% of
registrant's limited partners on August 20, 1996, as described
in the registrant's Form 8-K filed August 21, 1996.
On December 6, 1996, the registrant sold all of its assets to
U.S. Energy Systems, Inc. as described in the Consent
Solicitation. The registrant received $1,250,000 from this
sale, paid $925,181.23 to creditors of the registrant, distributed
$324,818.77 to limited partners, then wound up its affairs and
terminated. The final distribution of funds was reviewed by
Robison, Hill & Co., certified public accountants.
Item 5. Other Events
A Certificate of Cancellation of Limited Partnership was mailed
to the Delaware Secretary of State on December 20, 1996.
Before December 31, 1996, the registrant will file a Certification
and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934, or Suspension of Duty to Tile
Reports under Section 13 and 15(d) of the Securities Exchange Act
of 1934, on Form 15.
Item 7. Financial Statements and Exhibits
Exhibit 10 (aaw): Certificate of Cancellation of Limited
Partnership
Exhibit 10 (aax): Accountant's letter respecting distribution
of proceeds of sale
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.
Dated this 24th day of December, 1996
Far West Electric Energy Fund, L.P.
By: Far West Capital, Inc., General Partner
_/s/____________________________________
Thomas A. Quinn, Vice President
Certificate of Cancellation
Pursuant to Section 17-203 of the Delaware Code
Filed in the Office of the Secretary of State
Far West Electric Energy Fund, L.P.
(Name of the Limited Partnership)
921 Executive Park Drive
Salt Lake City, Utah 84117
(801) 268-4444
(Address and phone of principal offices)
November 1, 1991
(Date of filing of Certificate of Limited Partnership)
The Partnership has sold its assets, paid its creditors,
distributed the proceeds of sale to the partners,
dissolved, wound up, and terminated.
(The reason for filing the certificate of cancellation)
December 20, 1996
(Effective date of cancellation)
Dated this 20th day of December, 1996
Far West Electric Energy Fund, L.P.
By: Far West Capital, Inc., General Partner
_/s/_________________________________
Thomas A. Quinn, Vice President
Far West Electric Energy Fund, L.P.
921 Executive Park Drive
Salt Lake City, Utah 84117
RE: Final Distribution
Dear Partners:
We have performed the procedures enumerated below solely to assist
the user in reviewing the final distribution of funds pursuant to the
winding up and termination of the partnership. The sufficiency of these
procedures is solely the responsibility of the specified users of the
report. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose for
which the report has been requested or for any other purpose.
We reviewed the disbursements for proxy and winding up expenses and
payments to creditors. We calculated the total proceeds available for
distribution to partners, and we calculated the per unit distribution in
accordance with the proxy statement.
Based on the procedures we performed, the results of the final
distribution are as follows:
Sale Proceeds: $1,250,000.00
Less:
Total Proxy and winding up Expenses: 120,129.23
Payments to Creditors: 805,052.00
Proceeds Available for Distribution: $ 324,818.77
Total Partnership Units: 10,306
Less:
Far West Capital Units: 532
Distribution Units: 9,774
Distribution Per Unit: $ 33.23
Sincerely,
/s/ Robison, Hill & Co
Certified Public Accountants
Salt Lake City, Utah
December 24, 1996
