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): March 10, 1998
Commission File Number: 33-74254
COGENTRIX ENERGY, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1853081
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
9405 Arrowpoint Boulevard, Charlotte, North Carolina 28273-8110
(Address of principal executive offices) (Zipcode)
(704) 525-3800
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On March 6, 1998, Cogentrix Energy, Inc., together with its subsidiaries
Cogentrix Mid-America, Inc., a Delaware corporation, Cogentrix Cottage Grove,
LLC, a Delaware limited liability company and Cogentrix Whitewater, LLC, a
Delaware limited liability company (collectively, the "Purchasers") entered
into a Securities Purchase Agreement ("Securities Purchase Agreement"), by
and among the Purchasers and LS Power Corporation, a Delaware corporation
("LS Power") and general partner of Granite Power Partners, L.P., a Delaware
limited partnership ("Granite") (collectively, the "Sellers").
Pursuant to the Securities Purchase Agreement, the Purchasers will
acquire from the Sellers all of the Sellers' capital stock of FloriCulture,
Inc., a Delaware corporation ("FloriCulture"), LSP-Cottage Grove, Inc., a
Delaware corporation ("LSP-CG Inc.") and LSP-Whitewater I, Inc., a Delaware
corporation ("LSP-WW Inc."), and all of the Sellers' limited partnership
interests in LSP-Cottage Grove, L.P., a Delaware limited partnership
("LSP-CG") and LSP-Whitewater Limited Partnership, a Delaware limited
partnership ("LSP-WW").
After giving effect to the Securities Purchase Agreement, Cogentrix
Mid-America, Inc. will own all of the capital stock of FloriCulture,
Cogentrix Cottage Grove, LLC will own all of the stock of LSP-CG Inc., the
general partner of LSP-CG, and Cogentrix Whitewater, LLC will own all of the
stock of LSP-WW Inc., the general partner of LSP-WW.
In addition, the Securities Purchase Agreement contemplates the delivery
and execution by LS Power and Cogentrix Energy, Inc. of a certain Assignment
and Assumption Agreement, by the terms of which LS Power will assign, and
Cogentrix Energy, Inc. will acquire and assume, all of the rights and
obligations under certain Management Services Agreements between LS Power and
each of LSP-CG Inc., LSP-CG, LSP-WW Inc. and LSP-WW.
The consummation of the Securities Purchase Agreement is subject to
certain conditions, including, without limitation, the completion of certain
requirements under the trust indentures to which each of LSP-Cottage Grove,
L.P. and LSP-Whitewater Limited Partnership is a party. Among those
requirements is an acknowledgement by the trustee that Cogentrix Cottage
Grove, LLC and Cogentrix Whitewater, LLC qualify as "Permitted Parties" (as
defined therein) to succeed in ownership to the Sellers; such qualification
is contingent upon several things, including the delivery of opinions from
independent counsel. The sale pursuant to the Securities Purchase Agreement
is expected to be consummated by the end of March 1998.
2
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description of Exhibit
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99 Press Release, dated March 10, 1998
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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 thereunto duly authorized.
COGENTRIX ENERGY, INC.
(Registrant)
Date: March 10, 1998 /s/ JAMES R. PAGANO
-------------------------
James R. Pagano
Group Senior Vice President,
Chief Financial Officer
(Principal Financial Officer)
3
NEWS RELEASE
For Release March 10, 1998 Media Contact: Dennis Alexander
COGENTRIX ENERGY PURCHASES OPERATING COGENERATION POWER
PLANTS IN WISCONSIN AND MINNESOTA FROM LS POWER
CHARLOTTE, NC - March 10, 1998 - Cogentrix Energy, Inc. has signed an
agreement with LS Power Corporation by which Cogentrix will acquire LS Power
Corporation's seventy-four percent ownership interests in and the management
of cogeneration plants in Whitewater, Wisconsin and Cottage Grove, Minnesota.
The cogeneration plants utilize high efficiency combined cycle technology
and natural gas as the primary fuel. The facilities have a combined electrical
output of approximately 500 megawatts and began commercial operation in 1997.
Finalization of the transfer of assets is contingent on the securing of various
consents and approvals.
For Cogentrix, the purchase of the Whitewater and Cottage Grove assets
represents the successful implementation of a broad strategic initiative to
broaden its presence in the domestic U.S. electric generation market.
David Lewis, vice chairman and chief executive officer of Cogentrix,
stated, "We have been aggressively seeking acquisition opportunities in the
U.S. market for the past few years. Cogentrix has a well-established
reputation in the electric generation market as a solid performer with an
open and proactive approach to dealing with our electric utility customers.
We are extremely excited about the acquisition of the Whitewater and Cottage
Grove assets because it allows us to further this reputation in a new
geographic region with a new set of customers. This acquisition marks the
beginning of a comprehensive series of events that promise to further position
Cogentrix as a leader in the generation of electric power across the United
States."
Cogentrix Energy, Inc., headquartered in Charlotte, N.C., develops, owns
and operates electric generation and other power assets in the United States
and internationally. In addition to offices in the United States, the Company
maintains offices in Singapore, India, China and Brazil.
