<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934
For the Quarterly Period Ended June 30, 2000
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period From ______________ to _____________
Commission File Number 33-59960
SITHE/INDEPENDENCE FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3677475
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
335 MADISON AVENUE, NEW YORK, NY 10017
-------------------------------- -----
(Address of principal executive offices) (Zip code)
(212)-351-0000
--------------
(Registrant's telephone number, including area code)
SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0468704
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
335 MADISON AVENUE, NEW YORK, NY 10017
-------------------------------- -----
(Address of principal executive offices) (Zip code)
(212)-351-0000
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
/X/ Yes / / No
<PAGE>
SITHE/INDEPENDENCE POWER PARTNERS, L.P.
SITHE/INDEPENDENCE FUNDING CORPORATION
<TABLE>
<CAPTION>
PAGE NO.
PART I FINANCIAL INFORMATION
SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(a Delaware Limited Partnership)
<S> <C>
Financial Statements:
Condensed Consolidated Balance Sheets at June 30, 2000 and
December 31, 1999 (Unaudited).............................................. 3
Condensed Consolidated Statements of Operations for the Three and Six
Months Ended June 30, 2000 and 1999 (Unaudited)............................ 4
Condensed Consolidated Statement of Partners' Capital for the Six
Months Ended June 30, 2000 (Unaudited)..................................... 5
Condensed Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 2000 and 1999 (Unaudited)................................... 6
Notes to Condensed Consolidated Financial Statements (Unaudited).............. 7
Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................................... 10
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.................................... 13
Signatures .................................................................... 14
</TABLE>
-2-
<PAGE>
SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
---------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,982 $ 6,076
Restricted cash and cash equivalents 38,352 40,112
Restricted investments 29,088 35,621
Accounts receivable - trade 42,152 30,315
Fuel inventory and other current assets 2,596 3,113
--------- ---------
TOTAL CURRENT ASSETS 115,170 115,237
PROPERTY, PLANT AND EQUIPMENT, AT COST:
Land 5,010 5,010
Electric and steam generating facilities 777,429 777,356
--------- ---------
782,439 782,366
Accumulated depreciation (106,603) (96,604)
--------- ---------
675,836 685,762
DEBT ISSUANCE COSTS 6,749 7,213
OTHER ASSETS 7,614 5,257
--------- ---------
TOTAL ASSETS $ 805,369 $ 813,469
========= =========
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Trade payables $ 28,006 $ 27,945
Accrued interest 156 173
Current portion of long-term debt 25,864 19,296
--------- ---------
TOTAL CURRENT LIABILITIES 54,026 47,414
LONG-TERM DEBT:
7.90% secured notes due 2002 46,974 63,190
8.50% secured bonds due 2007 150,839 150,839
9.00% secured bonds due 2013 408,609 408,609
--------- ---------
606,422 622,638
OTHER LIABILITIES 3,966 3,607
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL 140,955 139,810
--------- ---------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 805,369 $ 813,469
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
- 3 -
<PAGE>
SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------------ ------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUE $ 96,080 $ 89,439 $ 193,186 $ 200,801
--------- --------- --------- ---------
COST OF SALES:
Fuel 51,688 59,476 100,811 122,220
Operations and maintenance 11,718 11,851 22,746 22,851
Depreciation 5,000 4,968 9,999 9,930
--------- --------- --------- ---------
68,406 76,295 133,556 155,001
--------- --------- --------- ---------
OPERATING INCOME 27,674 13,144 59,630 45,800
NON-OPERATING INCOME (EXPENSE):
Interest expense (14,803) (15,165) (29,194) (30,297)
Other income, net 1,921 1,429 2,344 2,542
--------- --------- --------- ---------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR MAJOR OVERHAUL COSTS 14,792 (592) 32,780 18,045
Cumulative effect of change in accounting for major overhaul costs -- -- -- 3,775
--------- --------- --------- ---------
NET INCOME (LOSS) $ 14,792 $ (592) $ 32,780 $ 21,820
========= ========= ========= =========
</TABLE>
See notes to condensed consolidated financial statements.
- 4 -
<PAGE>
SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
TOTAL
GENERAL LIMITED PARTNERS'
PARTNER PARTNERS CAPITAL
---------- --------- ----------
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 2000 $ 1,198 $ 138,612 $ 139,810
Net income and total comprehensive income 328 32,452 32,780
Distribution (316) (31,319) (31,635)
--------- --------- ---------
BALANCE, JUNE 30, 2000 $ 1,210 $ 139,745 $ 140,955
========= ========= =========
</TABLE>
See notes to condensed consolidated financial statements.
- 5 -
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
-----------------------
2000 1999
-------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 32,780 $ 21,820
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 9,999 9,930
Amortization of deferred financing costs 464 501
Unrealized loss on marketable securities 607 --
Cumulative effect of change in accounting
for major overhaul costs -- (3,775)
Changes in operating assets and liabilities:
Accounts receivable - trade (11,837) (22,623)
Fuel inventory and other current assets 517 (1,258)
Other assets (2,357) 694
Trade payables 61 10,876
Accrued interest payable (17) 1
Other liabilities 359 948
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 30,576 17,114
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (73) (2,787)
Restricted funds 7,686 (1,773)
-------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 7,613 (4,560)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (9,648) (13,706)
Distribution (31,635) --
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (41,283) (13,706)
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (3,094) (1,152)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 6,076 2,147
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,982 $ 995
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments:
Interest $ 28,747 $ 30,296
</TABLE>
See notes to condensed consolidated financial statements.
- 6 -
<PAGE>
SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. THE PARTNERSHIP
Sithe/Independence Power Partners, L.P. (the "Partnership"), in which
Sithe Energies, Inc. and certain of its direct and indirect wholly-owned
subsidiaries (the "Partners") hold all the partnership interests, is a
Delaware limited partnership that was formed in November 1990 for a term of
50 years to develop, construct and own a gas-fired cogeneration facility with
a design capacity of approximately 1,000 megawatts ("MW") (the "Project")
located in the Town of Scriba, County of Oswego, New York. The Project
commenced commercial operation for financial reporting purposes on December
29, 1994. The majority of the capacity and electric energy generated by the
Project is currently being sold to Consolidated Edison Company of New York,
Inc. ("Con Edison") and Alcan Aluminum Corporation ("Alcan") with the
remainder of the electric energy being sold to Niagara Mohawk Power
Corporation. As discussed in Note 3, effective September 1, 2000, while the
majority of the capacity generated by the Project will continue to be sold to
Con Edison, the majority of the electric energy generated by the Project
will be sold into the electric energy markets administered by the New York
Independent System Operator, Inc. (the "ISO Administered Markets").
2. BASIS OF PRESENTATION
The accompanying consolidated balance sheets at June 30, 2000 and December
31, 1999 and the consolidated statements of operations for the three and six
months ended June 30, 2000 and 1999 and cash flows for the six months ended June
30, 2000 and 1999 should be read in conjunction with the audited consolidated
financial statements included in the Annual Report on Form 10-K for the year
ended December 31, 1999 for the Partnership and its wholly-owned subsidiary,
Sithe/Independence Funding Corporation ("Sithe Funding").
The results of operations for the three and six months ended June 30, 2000
are not necessarily indicative of the results to be expected for the full year.
The unaudited financial information at June 30, 2000 and for the three and six
months ended June 30, 2000 and 1999 contains all adjustments, consisting only of
normal recurring adjustments, which management considers necessary for a fair
presentation of the financial position and operating results for such periods.
Since the commencement of the ISO Administered markets in November
1999, revenue is being recorded net of payments made to the New York
Independent Systems Operator for transmission losses.
Consistent with positions expressed by the Securities and Exchange
Commission (the "SEC"), in 1999, the Partnership changed its method of
accounting for major overhaul costs for major equipment not covered by a service
agreement (the "Non-covered Units"), whereby the Partnership expenses such costs
as incurred. Previously, the Partnership normalized major overhaul costs by
establishing maintenance reserves during the operating period prior to the major
overhaul. As a result of this change in accounting for major overhaul costs, the
Partnership reversed to income approximately $3.8 million, reported as the
cumulative effect of a change in accounting on the 1999 consolidated statement
of operations, representing the balance of the major overhaul reserve for
Non-covered Units as of January 1, 1999. Results of operations for the six
months ended June 30, 1999 have been restated, giving effect to this change in
accounting as if it had occurred on January 1, 1999.
-7-
<PAGE>
3. AMENDMENT TO CON EDISON ENERGY PURCHASE AGREEMENT
Pursuant to the Amended and Restated Energy Purchase Agreement dated as
of September 1, 2000 between the Partnership and Con Edison, ("the Amended
EPA"), Con Edison is obligated to purchase 740 MW of the Project's capacity
through October 31, 2014. The Partnership has the right to supply the
capacity from sources other than the Project so long as such capacity
satisfies applicable New York State installed capacity requirements.
Effective September 1, 2000, Con Edison will no longer be obligated to
purchase from the Partnership and the Partnership will no longer be obligated
to sell to Con Edison any of the electrical energy produced by the Project.
The Amended EPA also eliminates any obligation that the Project remain a
qualifying facility ("QF") under federal law.
Effective September 1, 2000, the monthly capacity payment will be equal
to the sum of (1) $4,748,174 per month plus (2) $5,500,000 per month
escalating with inflation. The monthly capacity payment is reduced by an
amount equal to 6.25% of the applicable locational based marginal price in
the ISO Administered Markets for energy delivered at the Pleasant Valley bus
for all hours of such month multiplied by the relevant monthly quantity of
megawatt hours set forth on a schedule to the Amended EPA. The monthly
capacity payments are also subject to adjustment in the event that the amount
of installed capacity provided to Con Edison is less than 740 MW. The
Partnership has also agreed to make certain subordinated payments to Con
Edison during the term of the Amended EPA.
Prior to the execution of the Amended EPA, and assuming an Equivalent
Availability Ratio each month of at least 93.6%, the Partnership would have
been entitled to a monthly capacity payment equal to $6.7455 per kilowatt
per month ("KW") for 740,000 KW or $59,900,040 per year minus the refund for
curtailment of $2,921,953 per year resulting in a net monthly capacity
payment of $4,748,174. Prior to the execution of Amended EPA, the
Partnership would also have been entitled to a payment for operation and
maintenance at a price equal to $0.01/kilowatt-hour ("kwh") during calendar
year 2000 escalating thereafter with inflation for the first 6.6 billion kwh
delivered in each annual period or $66,000,000, resulting in a net monthly
payment for operation and maintenance of $5,500,000 escalating with
inflation. Prior to the execution of the Amended EPA, the Partnership would
have been entitled to energy payments at a price equal to 93.75% of Con
Edison's avoided energy costs (which are determined by reference to the
locational based marginal price in the ISO Administered Markets for energy at
the Pleasant Valley bus). Finally, prior to the execution of the Amended EPA,
the contract term was for 40 years, through October 31, 2034.
Under the Amended EPA, the monthly capacity payment, the refund for
curtailment, the payment for operation and maintenance and the discount on
energy that would have been applicable prior to the execution of the Amended
EPA are all incorporated directly into the monthly capacity payment as
described above. Since the Partnership is also free to sell the energy
generated by the Project into the ISO Administered Markets at 100% of the
applicable locational based marginal price for energy, the Partnership
believes that the Amended EPA will not result in a material change in the
Partnership's revenues from the sale of capacity and energy. The Partnership
also believes that the amount of the subordinated payments to
Con Edison under the Amended EPA are more than offset by the elimination of
the Project's obligation to remain a QF under federal law, the elimination of
Con Edison's curtailment rights and the Project's increased operating
flexibility.
-8-
<PAGE>
4. RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the SEC issued Staff Accounting Bulletin No. 101,
Revenue Recognition in the Financial Statements ("SAB 101"). The bulletin
addresses the SEC staff's views in applying generally accepted accounting
principles to selected revenue recognition issues and must be implemented no
later than the fourth quarter of fiscal years beginning after December 15,
1999. The Partnership will implement SAB 101 during the fourth quarter of
fiscal 2000 and the Partnership has determined that the implementation of SAB
101 will not have any impact on the results of operations or financial
position of the Partnership.
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities." SFAS 133 requires all derivatives to be recognized as
either assets or liabilities on the balance sheet and be measured at fair value.
Changes in such fair value are required to be recognized in earnings to the
extent that the derivatives are not effective as hedges. The provisions of SFAS
133, as amended, are effective for all quarters beginning after January 1, 2001.
Although the Partnership has not used derivatives historically, management has
not yet determined what the effect of SFAS No. 133 will be on the results of
operations and financial position of the Partnership.
-9-
<PAGE>
SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenue for the second quarter of 2000 of $96.1 million was $6.6 million
(7%) higher than in the corresponding period of last year due to higher energy
rates ($14.8 million), partly offset by lower electric generation ($8.2 million)
reflecting a scheduled Spring major overhaul outage and an unplanned generator
outage during the period. For the first half, the higher second-quarter energy
rates slightly more than offset the effects of the scheduled change in pricing
under the Con Edison Energy Purchase Agreement (the "Energy Purchase Agreement")
that took effect on November 1, 1999, as discussed below, with the $7.6 million
(4%) decline in revenue to $193.2 million attributable primarily to the
outage-related lower generation mentioned above.
During the second fifteen-year period ("Second Period") of the 40-year
Energy Purchase Agreement which commenced on November 1, 1999, Con Edison
presently pays a price equal to 93.75% of the Con Edison SC No. 11 Buy Back
Energy Rate (the "Energy Rate") plus a fixed monthly amount of approximately
$0.018/kwh consisting of a monthly capacity charge of $6.7455/kilowatt based on
the Project's availability and capacity dedicated to deliveries of electric
energy to Con Edison and an operations and maintenance payment of $0.01/kilowatt
hour ("kwh") that escalates annually with inflation. Previously, Con Edison paid
a price equal to 100% of the Energy Rate plus $0.026/kwh of net generation sold
to Con Edison. Effective January 17, 2000, the Energy Rate is the locational
based marginal price at Pleasant Valley, New York as determined by the New York
Independent System Operator. See Note 3 of the Notes to Condensed Consolidated
Financial Statements for information concerning an amendment to the Energy
Purchase Agreement that becomes effective September 1, 2000.
Cost of sales for the second quarter and first half of 2000 of $68.4
million and $133.6 million, respectively, was $7.9 million (10%) and $21.4
million (14%), respectively, lower than in the corresponding periods of last
year, largely due to a decrease in fuel expense resulting from a scheduled
contractual change under the Partnership's long-term gas supply agreement,
effective January 1, 2000, in the method of pricing fuel associated with energy
deliveries to Con Edison from fixed prices to lower variable prices based on the
prices paid by Con Edison to the Partnership for capacity and electric energy.
Interest expense for the second quarter and first half of 2000 of $14.8
million and $29.2 million, respectively, was $.4 million (2%) and $1.1 million
(4%), respectively, lower than in the corresponding periods of last year as a
result of lower outstanding amounts of long-term debt.
For the second quarter and first half of 2000, other income, net of
$1.9 million and $2.3 million, respectively, consisted of interest income of
$1.7 million and $3.0 million, respectively, and unrealized gains on
restricted investments of $.3 million in the second quarter of 2000 and
unrealized losses on restricted investments of $.6 million in the first half
of 2000. Other income, net for the corresponding periods of 1999 consisted
entirely of interest income.
-10-
<PAGE>
Based on temperatures in the region of the Project to date and projects
completed in 1999 to increase thermal energy deliveries to Alcan, the
Partnership believes that the Project is well positioned from a qualifying
facility standpoint in 2000.
LIQUIDITY AND CAPITAL RESOURCES
Financing for the Project consisted of a loan to the Partnership by Sithe
Funding of the proceeds of its issuance of $717.2 million of notes and bonds
(the "Securities") and $60 million of capital contributions by the Partners. In
addition, under a credit facility obtained by the Partners, one or more letters
of credit may be issued in connection with their obligations pursuant to certain
Project contracts, and, as of June 30, 2000, letters of credit aggregating $13.5
million were outstanding in connection with such obligations. Also, the
Partnership has secured the Project's debt service reserve obligations with a
letter of credit in the amount of $50 million. As of June 30, 2000, the
Partnership had restricted funds and investments aggregating $67.5 million,
including the Project's cumulative cash debt service reserve and major overhaul
reserve of $33.0 million and $6.0 million, respectively. In addition, these
restricted funds included $22.0 million that was utilized for July 2000
operating expenses, $.6 million in the Partnership distribution account and the
balance reserved for the December 2000 debt service payment. Funds in the
Partnership distribution account are available as additional operating and debt
service reserves until such time as certain coverage ratios are achieved. To
secure the Partnership's obligation to pay any amounts drawn under the debt
service letter of credit, the letter of credit provider has been assigned a
security interest and lien on all of the collateral in which the holders of the
Securities have been assigned a security interest and lien.
The Partnership is precluded from making distributions to Partners unless
project reserve accounts are funded to specified levels and unless the required
debt service coverage ratio is met. All requirements for making a distribution
were met and as a result, on June 16, 2000, the Partnership made a distribution
to its Partners in the amount of $31.6 million.
The Partnership believes that funds available from cash on hand,
restricted funds, operations and the debt service letter of credit will be more
than sufficient to liquidate Partnership obligations as they come due and pay
scheduled debt service.
FORWARD-LOOKING STATEMENTS
Certain statements included in this Quarterly Report on Form 10-Q are
forward-looking statements as defined in Section 21E of the Securities Exchange
Act of 1934. The words "anticipate", "believe", "expect", "estimated" and
similar expressions generally identify forward-looking statements. While the
Partnership believes in the veracity of all statements made herein,
forward-looking statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by the Partnership, are inherently
subject to significant business, economic and competitive uncertainties and
contingencies, the price of natural gas and the demand for and price of
electricity. These uncertainties and contingencies could cause the Partnership's
actual results to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Partnership.
-11-
<PAGE>
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership has investments in financial instruments subject to
interest rate risk consisting of $38.4 million of restricted cash and cash
equivalents and $29.1 million of restricted investments. In the case of
restricted cash and cash equivalents, due to the short duration of these
financial instruments a 10% immediate change in interest rates would not have a
material effect on the Partnership's financial condition. In the case of
restricted investments, the resulting potential decrease in fair value from a
10% immediate change in interest rates would be approximately $.3 million.
The Partnership's outstanding long-term debt at June 30, 2000 bears
interest at fixed rates and therefore the Partnership's results of operations
would not be affected by changes in interest rates as they apply to borrowings.
-12-
<PAGE>
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit No. Description of Exhibit
----------- ----------------------
27 ---- Article 5 Financial Data Schedule of
Sithe/Independence Power Partners, L.P. for the
quarter ended June 30, 2000.
10 ---- Amended and Restated Energy Purchase Agreement
by and between Sithe/Independence Power
Partners, L.P. and Consolidated Edison Company
of New York, Inc. dated as of September 1, 2000.
(b) Reports on Form 8-K:
No report on Form 8-K was filed during the quarter covered by this
report.
-13-
<PAGE>
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 thereunto duly authorized.
Sithe/Independence Funding Corporation
--------------------------------------
(REGISTRANT)
August 14, 2000 /s/ Thomas M. Boehlert
------------------------------
THOMAS M. BOEHLERT
CHIEF FINANCIAL OFFICER AND
SENIOR VICE PRESIDENT
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
co-registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Sithe/Independence Power Partners, L.P.
---------------------------------------
(REGISTRANT)
By: Sithe/Independence, Inc.
------------------------
GENERAL PARTNER
August 14, 2000 /s/ Thomas M. Boehlert
------------------------
THOMAS M. BOEHLERT
CHIEF FINANCIAL OFFICER AND
SENIOR VICE PRESIDENT
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
-14-
