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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION --------------------------
Washington, D.C. 20549 OMB Number: 3235-0058
Expires: June 30, 1994
FORM 12b-25 Estimate average burden
hours per response....2.50
NOTIFICATION OF LATE FILING --------------------------
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SEC File Number
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Cusip Number
(Check One) [X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR 33-74254
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For Period Ended: June 30, 1996
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type
NOTHING IN THE FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Cogentrix Energy, Inc.
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Full Name of Registrant
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Former Name if Applicable
9405 Arrowpoint Boulevard
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Address of Principal Executive Office (Street and Number)
Charlotte, NC 28273-8110
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period.
(Attach Extra Sheets if Needed)
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas F. Schwartz 704 525-3800
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such
shorter) period that the registrant was required to file such reports)
been filed? If answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? [ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made:
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Cogentrix Energy, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date September 27, 1996 By /s/ Thomas F. Schwartz
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Vice President - Finance
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter).
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PART III - NARRATIVE
In August 1996, certain subsidiaries of Cogentrix Energy, Inc. (the
"Company") executed material amendments to their power sales agreements with
Carolina Power & Light Company ("CP&L") on the Elizabethtown, Lumberton,
Kenansville, Roxboro and Southport, North Carolina Facilities (collectively,
the "Facilities"). These amendments are not effective until the Company has
completed the refinancing of the project debt on the Facilities.
The Company is currently scheduled to close the refinancings of the
project debt on the Facilities on September 26, 1996. The amendments to the
power sales agreements, which will not become effective unless and until such
closings occur, and the related refinancings will significantly change the
disclosure required to be made by the Company in the various parts of its
Annual Report on Form 10-K. The Company will not be able to prepare that
disclosure and file the report by its September 30 due date without
unreasonable effort. Accordingly, the Company is filing this notification of
late filing so that the Company may make accurate and complete disclosure
(including filing as exhibits revised material contracts) of the amendments to
the power sales agreements and the related refinancings of the project debt on
the Facilities.
