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) September 28, 1998
RIDGEWOOD ELECTRIC POWER TRUST II
(Exact name of Registrant as Specified in Charter)
Delaware 0-21304 22-3206429
(State or other (Commission (IRS Employer
jurisdiction file number) Identification Number)
of incorporation)
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.
Ridgewood Electric Power Trust II has invested, as a
limited partner, in Pittsfield Investors Limited
Partnership ("PILP"). PILP operates a waste-to-energy
incinerator in Pittsfield, Massachusetts and is managed
by a subsidiary of Energy Answers Corporation of Albany,
New York ("EAC").
In mid-August 1998 EAC informed the Trust that
significant cost overruns in the construction of an ash
handing system for the PILP project had depleted PILP's
funds, including reserve funds for closure of a landfill
and other reserves. EAC further advised the Trust that
distributions from PILP to the Trust would cease and that
PILP's partners would be asked to contribute additional funds.
The Trust's Managing Shareholder requested detailed
additional information and a revised operating plan from
EAC and has conducted on-site reviews by its financial
and engineering personnel. EAC is in the process of
providing that information. The Trust is continuing its
own financial and engineering review of the project, has
contacted the other limited partner (an affiliate of EAC)
as to what actions it and EAC may take in response to
PILP's financial and operating needs and is reviewing the
short-term and long-term business prospects of PILP.
On September 28, 1998, the Managing Shareholder reduced
the monthly distributions from the Trust to its Investors
from $550 per month to $400, for an indefinite period.
The Trust is also considering the extent to which it
should reduce the carrying value of its investment in
PILP and the possibility of legal remedies
against EAC and its affiliates.
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.
RIDGEWOOD ELECTRIC POWER TRUST II
By: /s/ Martin V. Quinn
Martin V. Quinn, Senior Vice
President and Chief Financial
Officer
