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: September 21, 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)
<PAGE>
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 September 20, 1999, Thaleia, LLC ("Thaleia"), a wholly-owned
subsidiary of Palm and indirect wholly-owned subsidiary of Cogentrix, acquired
from TIFD a 20% limited partner interest in the Partnership and TIFD's
membership on the Board of Control. TIFD has retained the remaining 0.1% limited
partner interest. 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.
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>
<CAPTION>
<S> <C> <C> <C> <C> <C>
As of As of As of As of As of
September 20, August 21, October 20, June 4, September 20,
1997 1998 1998 1999 1999
---- ---- ---- ---- ----
Toyan 50% 30.05% 30.05% 30.05% 30.05%
Palm 10% 10% 10%* 10%* 10%*
IPILP -- 19.95%** 19.95%** 19.95%** 19.95**
TIFD 40% 40% 40% 20.1% 0.1%
Thaleia -- -- -- 19.9%* 39.9%*
</TABLE>
* 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.
<PAGE>
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,
June 4, 1999, and September 21, 1999.
The Partnership is unable to predict the likelihood that the pending
Thaleia-TIFD sale will be consummated.
<PAGE>
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: September 21, 1999 /s/ John R. Cooper
------------------------------------
John R. Cooper
Vice President and Chief Financial Officer
Indiantown Cogeneration Funding
Corporation
(Co-Registrant)
Date: September 21, 1999 /s/ John R. Cooper
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John R. Cooper
Vice President and Chief Financial Officer
