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: July 15, 1998
Commission File Number 33-82034
INDIANTOWN COGENERATION, L.P. (Exact name of co-registrant as
specified in its charter)
Delaware 52-1722490 (State or other
jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
INDIANTOWN COGENERATION FUNDING CORPORATION (Exact name of
co-registrant as specified in its charter)
Delaware 52-1889595 (State or other
jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
7500 Old Georgetown Road, 13th Floor Bethesda, Maryland 20814-6161
(Registrants' address of principal executive offices)
(301)-718-6800 (Registrants' telephone number, including area code)
Item 1. Changes in Control of Registrant.
Indiantown Cogeneration, L.P. (the "Partnership") is a special
purpose Delaware limited partnership formed on October 4, 1991. The
general partners are Toyan Enterprises ("Toyan"), a California
corporation and a wholly-owned special purpose indirect subsidiary
of U.S. Generating Company, LLC, and Palm Power Corporation
("Palm"), a Delaware corporation and a special purpose indirect
subsidiary of Bechtel Enterprises, Inc. ("Bechtel Enterprises").
The sole limited partner is TIFD III-Y, Inc. ("TIFD"), a special
purpose indirect subsidiary of General Electric Capital Corporation
("GECC"). During 1994, the Partnership formed its sole, wholly
owned subsidiary, Indiantown Cogeneration Funding Corporation ("ICL
Funding"), to act as agent for, and co-issuer with, the Partnership
in accordance with the 1994 bond offering.
On September 19, 1997, Toyan purchased 16.67% of Palm's interest in
the Partnership, which represents a 2% ownership in the Partnership.
Bechtel Generating Company, Inc. ("Bechtel Generating"), a
subsidiary of Bechtel Enterprises and the direct owner of Palm,
entered into a Purchase Agreement dated as of March 6, 1998, with
Cogentrix Energy, Inc. ("Cogentrix") whereby a wholly owned
subsidiary Cogentrix will purchase from Bechtel Generating, among
other things, 100% of the stock of Palm. Palm holds a 10% interest
in the Partnership. The Partnership has been informed that the
closing of the Cogentrix sale is expected in July. In addition,
Toyan entered into a Purchase Agreement dated as of May 29, 1998,
with DCC Project Finance Twelve, Inc., whereby PFT will, through a
new partnership ("Newco") with Toyan which would become a new
partner in the Partnership, acquire 20% of Toyan's interest in the
Partnership, which represents a 10% ownership in the Partnership.
It is expected that, prior to the PFT transact ion, Toyan will
convert some of its general partnership interest into a limited
partnership interest such that Toyan will hold, after the PFT
transaction, only a limited partnership interest in the Partnership.
The Partnership has been informed that the closing of the PFT
transaction is expected in July.
The net profits and losses of the Partnership are allocated to
Toyan, Palm, TIFD and, if applicable, Newco (collectively, the
"Partners") based on the following ownership percentages:
<TABLE>
<S> <C> <C> <C> <C> <C>
Until September From With With PFT With PFT
20, 1997 September Cogentrix Transaction Transaction
20, 1997 Sale Only Only & Cogentrix
Sale
Toyan 48% 50% 50% 30.05% 30.05%
Palm 12% 10% 10%* 10% 10%*
Newco -- -- -- 19.95%** 19.95%**
TIFD 40% 40% 40% 40% 40%
<FN>
* Now beneficially owned by Cogentrix.
** PFT's beneficial
ownership in the Partnership through Newco is equal to 10%.
</TABLE>
The changes in ownership contemplated by the Cogentrix sale and the
PFT transaction will be the subject of a self-recertification or
application for recertification of Qualifying Facility status to be
filed by the Partnership with the Federal Energy Regulatory
Commission. The PFT transaction is also subject to a confirmation
from each of Standard & Poor's, Moody's and Fitch [need formal
names] that the change in control of the Partnership will not in and
of itself result in the downgrading of the ratings on the
Partnership's First Mortgage Bonds or the Taxable Bonds. Each of
the Cogentrix sale and the PFT transaction is also subject to
certain other conditions set forth in each of the purchase
agreements including, if applicable, any conditions imposed by the
Partnership's financing arrangements.
The Partnership is unable to predict the likelihood that either or
both of the Cogentrix sale or the PFT transaction will be
consummated or, if consummated, whether such closing will occur in
accordance with the dates set forth above. The Partnership is,
however, not aware of any event or circumstance which currently
exists which would prevent the consummation of either transaction.
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.
Indiantown Cogeneration, L.P.
(Co-Registrant)
Date: July 15, 1998 /s/ John R. Cooper
John R. Cooper
Vice President and Chief
Financial Officer
Indiantown Cogeneration Funding
Corporation (Co-Registrant)
Date: July 15, 1998 /s/ John R. Cooper
John R. Cooper
Vice President and Chief
Financial Officer
