CONFORMED COPY
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 10, 1997
Commission File Number 33-83618
SELKIRK COGEN PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
Delaware 51-0324332
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
SELKIRK COGEN FUNDING CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 51-0354675
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Bowdoin Square, Boston, Massachusetts 02114
(Address of principal executive offices, including zip code)
(617) 227-8080
(Registrant's telephone number, including area code)
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This document consists of 4 pages of which this page is page 1.
<PAGE>
ITEM 5. OTHER EVENTS
On July 10, 1997, Niagara Mohawk Power Corporation ("Niagara Mohawk") filed a
Form 8-K with the Securities and Exchange Commission in which Niagara Mohawk
announced that it had entered into a Master Restructuring Agreement (the
"MRA") pursuant to which it and the twenty-nine independent power producers
which have signed the MRA propose to terminate, restate or amend their
respective power purchase agreements. The consideration for the independent
power purchasers' agreement varies by party, and may consist of cash, short
term notes, shares of Niagara Mohawk's Common Stock or certain swap
contracts. Among the power purchase agreements proposed to be amended and
restated is the Power Purchase Agreement between Selkirk Cogen Partners, L.P.
(the "Partnership") and Niagara Mohawk for the electric output of the
Partnership's Unit 1. Pursuant to the MRA and subject to negotiation as
described below, the parties propose to restructure the Unit 1 Power Purchase
Agreement to provide for the sale of electricity by th e Partnership pursuant
to a pre-determined schedule of output at one or more pricing arrangements
for up to 12 years in lieu of the delivery and price provisions of the Unit 1
Power Purchase Agreement as currently in effect. The closing of the
transactions contemplated by the MRA with respect to the Partnership is
conditioned upon, among other things, Niagara Mohawk and the Partnership
negotiating the amended and restated Unit 1 Power Purchase Agreement, the
receipt of all regulatory approvals, the receipt of all consents by third
parties necessary for the transaction contemplated by the MRA (including
satisfying certain standards under the Partnership's Trust Indenture relating
to the absence of material adverse changes and the maintenance of required
projected debt service coverage ratios or receiving any required approval of
bondholders or other creditors), the Partnership's entering into new third
party arrangements which will enable the Partnership to restructure its
project on a reasonably satisfactory economic basis, and the receipt by
Niagara Mohawk and the Partnership of all necessary approvals from their
respective boards of directors, shareholders and partners. Should Niagara
Mohawk and the Partnership satisfy all of the conditions to effectuating the
transactions contemplated by the MRA with respect to the Partnership, Niagara
Mohawk may nevertheless terminate the MRA if Niagara Mohawk determines that,
as a result of the failure to satisfy the conditions of the MRA by other
independent power producers, the benefits anticipated to be received by
Niagara Mohawk pursuant to the MRA have been materially and adversely
affected.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SELKIRK COGEN PARTNERS, L.P.
Date: July 18, 1997 /s/ JMC SELKIRK, INC.
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General Partner
Date: July 18, 1997 /s/ JOHN R. COOPER
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Name: John R. Cooper
Title: Senior Vice President and
and Chief Financial Officer
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SELKIRK COGEN FUNDING
CORPORATION
Date: July 18, 1997 /s/ JOHN R. COOPER
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Name: John R. Cooper
Title: Senior Vice President and
and Chief Financial Officer
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