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 23, 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)
Item 5. Other Events
On March 17, 1998, Cogentrix Energy, Inc. announced the signing of an
agreement with Bechtel Enterprises, Inc. to acquire Bechtel's ownership
interests in twelve electric generating facilities and one interstate
natural gas pipeline in the United States. The closing of the acquisition,
which is subject to customary conditions including the obtaining of certain
consents and regulatory approvals, is currently expected to occur no earlier
than late May of 1998. In connection with the acquisition, Cogentrix
Energy, Inc. plans to issue up to $250 million in senior notes pursuant
to the Securities and Exchange Commission's Rule 144A.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release, dated March 17, 1998
99.2 Press Release, dated March 20, 1998
----------------------------------------------------
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 23, 1998 /s/ JAMES R. PAGANO
----------------------------
James R. Pagano
Group Senior Vice President,
Chief Financial Officer
(Principal Financial Officer)
2
EXHIBIT 99
Media Contacts: Jef Freeman-Cogentrix
704-525-3800
Jeff Leichtman-Bechtel Enterprises
415-768-9202
Brian Hertzog-USGen
301-718-6807
NEWS RELEASE
COGENTRIX ENERGY TO ACQUIRE SELECTED DOMESTIC ENERGY ASSETS
OF BECHTEL ENTERPRISES
CHARLOTTE, NC-March 17, 1998 - Cogentrix Energy, Inc. has signed an agreement
with Bechtel Enterprises, Inc. to acquire Bechtel's ownership interests in
twelve electric generating facilities and one interstate natural gas pipeline
in the United States.
The acquisition of these facilities will provide Cogentrix with a net
equity interest of 360 megawatts in a diverse generating portfolio that
comprises over 2,424 megawatts in total plant capacity.
The assets are located in New Jersey, New York, Pennsylvania, West
Virginia, Massachusetts, and Florida. Nine of the generating facilities were
developed, are managed and are owned in part by U.S. Generating Company
(USGen). Last fall, San Francisco based PG&E Corporation (NYSE: PCG)
acquired Bechtel's interest in USGen. Because regulatory constraints limit
PG&E Corporation's ownership stake in certain facilities, Bechtel sought a
third party to acquire its interests in facilities that PG&E Corporation was
prohibited from acquiring, as well as other U.S power generation assets it
owns.
For Cogentrix, which last week announced it had signed an agreement to
acquire two operating cogeneration plants from LS Power Corporation, this
acquisition of the Bechtel ownership interests represents another major step
forward in its strategic initiative to broaden its presence in the domestic
U.S. electric generation market. Upon the completion of the Bechtel
Enterprises and LS Power Corporation asset acquisitions, the Cogentrix
domestic generating portfolio will increase by over 725 megawatts to
approximately 1700 megawatts.
<PAGE>
David Lewis, vice chairman and chief executive officer of Cogentrix,
stated, "Through the diligent efforts of many individuals over the past two
years, Cogentrix has been discreetly seeking opportunities to expand the
Company's domestic presence. The acquisition of Bechtel's ownership
interests in generation plants in the Northeast and Florida will complement
our long-standing operations in the Southeast and the assets we have recently
signed an agreement to acquire in the Midwest. This expansion in our asset
base substantially advances our strategic goals by propelling Cogentrix into
a much broader national presence. Our strength as a Company rests on solid
performance in the generation of electricity and industrial thermal energy
and this tradition will continue in the future. We are excited at the
prospects of working with our new partners at U.S. Generating Company and by
the opportunity to continue the fine work begun by Bechtel at these plants."
"We are extremely pleased with the effort that has been undertaken to
identify a strong partner like Cogentrix to assume our role as an investor
in these power generation and fuel transportation facilities," said Paul
Unruh, president of Bechtel Enterprises. "While we will no longer be a part
of the USGen ownership team, Bechtel will remain active as a developer,
contractor, investor and owner in the independent power market worldwide,
including North America."
Welcoming the announcement of the agreement, USGen's Executive Vice
President and Chief Operating Officer Chris Iribe said, "USGen looks forward
to working with Cogentrix and to building on the strong record of success
established with Bechtel at these plants. With the experience and expertise
Cogentrix brings, I have every confidence we will do exactly that."
Cogentrix Energy, headquartered in Charlotte, NC, develops, owns and
operates domestic 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.
Bechtel Enterprises is the development, financing, and ownership
affiliate of the Bechtel organization, a premier engineering, construction,
and project management company. It is a leader in the privatized
infrastructure development market with ownership interests in eight
world-class affiliate companies serving the power generation, water &
wastewater, transportation, and technology sectors. Bechtel has been at
the center of energy development since the 1940's, having built more than
450 power stations with a total generating capacity exceeding 250,000
megawatts.
USGen, which is wholly owned by PG&E Corporation, is a competitive
power generation company serving both wholesale and large industrial
customers. Through affiliates, USGen owns and manages a $5 billion
portfolio of reliable, efficient and environmentally responsible generating
plants.
2
EXHIBIT 99.2
NEWS RELEASE
Media Contact: Jef Freeman
For Release FRI AM, March 20
COGENTRIX ENERGY TO ISSUE UP TO $250 MILLION OF SENIOR NOTES
CHARLOTTE, NC - Cogentrix Energy, Inc. plans a private placement of up
to $250 million in senior notes pursuant to the Securities and Exchange
Commission's Rule 144A. The proceeds will be used by Cogentrix to finance
a portion of its recently announced acquisitions of assets from LS Power
Corporation and Bechtel Enterprises. The new senior notes will be unsecured
and will rank equally with the Company's $100 million of outstanding Senior
Notes due 2004.
The new senior notes will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements.
On March 20, 1998, Cogentrix announced an agreement with LS Power
Corporation to acquire all of LS Power Corporation's 74 percent ownership
and management interests in cogeneration plants in Whitewater, Wis., and
Cottage Grove, Minn. The Company reported on March 17, 1998 an agreement to
acquire ownership interests that Bechtel Enterprises, Inc. holds in 12 U.S.
energy projects and one natural gas pipeline.
Headquartered in Charlotte, N.C., Cogentrix Energy, Inc. develops, owns
and operates electric generation and other power assets in the United States
and internationally.
