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: June 11, 1999
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 were 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 was 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.
In 1998, Toyan consummated transactions with DCC Project Finance
Twelve, Inc. ("PFT"), whereby PFT, through a new partnership
(Indiantown Project Investment, L.P. ("IPILP")) with Toyan, became a
new general partner in the Partnership. Toyan is the sole general
partner of IPILP. Prior to the PFT transaction, Toyan converted
some of its general partnership interest into a limited partnership
interest such that Toyan now directly holds only a limited
partnership interest in the Partnership. In addition, Bechtel
Generating Company, Inc. ("Bechtel Generating"), sold all of the
stock of Palm to a wholly owned indirect subsidiary of Cogentrix
Energy, Inc. ("Cogentrix"). Palm holds a 10% general partner
interest in the Partnership.
On June 4, 1999, Thaleia, LLC ("Thaleia"), a wholly-owned subsidiary
of Palm and indirect wholly-owned subsidiary of Cogentrix, acquired
from TIFD a 19.9% limited partner interest in the Partnership. TIFD
has retained the remaining 20.1% limited partner interest and its
membership on the Board of Control. Thaleia has agreed, subject to
certain conditions precedent and certain termination rights of both
Thaleia and TIFD, to purchase TIFD's remaining limited partner
interest in the Partnership from TIFD, including TIFD's membership
on the Board of Control.
The net profits and losses of the Partnership are allocated to
Toyan, Palm, TIFD and, if applicable, IPILP and Thaleia
(collectively, the "Partners") based on the following ownership
percentages:
<TABLE>
<S> <C> <C> <C> <C>
As of September As of August As of October As of June
20, 1997 21, 1998 20, 1998 4, 1999
Toyan 50% 30.05% 30.05% 30.05%
Palm 10% 10% 10%* 10%*
IPILP -- 19.95%** 19.95%** 19.95%**
TIFD 40% 40% 40% 20.1%
Thaleia -- -- -- 19.9%*
<FN>
* Beneficially owned by Cogentrix.
** PFT's beneficial ownership in
the Partnership through IPILP was equal to 10% as of August 21,
1998, and 15% as of November 23, 1998.
</TABLE>
The changes in ownership were the subject of notices of
self-recertification of Qualifying Facility status filed by the
Partnership with the Federal Energy Regulatory Commission on August
20, 1998, November 16, 1998, and June 4, 1999.
The Partnership is unable to predict the likelihood that the pending
Thaleia-TIFD sale will be consummated.
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: June 11, 1999 /s/ John R. Cooper
John R. Cooper Vice President and
Chief Financial Officer
Indiantown Cogeneration Funding
Corporation (Co-Registrant)
Date: June 11, 1999 /s/ John R. Cooper
John R. Cooper Vice President and
Chief Financial Officer
