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) July 1, 1997
RIDGEWOOD ELECTRIC POWER TRUST IV
(Exact name of Registrant as Specified in Charter)
Delaware 0-25430 22-3324608
(State or other (Commission (IRS Employer
jurisdiction file number) Identification
of incorporation) Number)
947 Linwood Avenue, Ridgewood, New Jersey 07450-2939
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 447
9000
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Item 2. Acquisition or Disposition of Assets.
On July 1, 1997, the Registrant, Ridgewood Electric Power
Trust IV (the "Trust"), and an affiliate, Ridgewood Electric
Power Trust V ("Trust V") purchased a preferred membership
interest in Indeck Maine Energy, L.L.C., an Illinois limited
liability company ("Indeck Maine") that owns two electric
power generating stations fueled by waste wood at West
Enfield and at Jonesboro, Maine. The Trust and Trust V
purchased the interest through a limited liability company
owned equally by each. The Trust's share of the purchase
price was $7,000,000 and Trust V provided an equal amount of
the total of $14,000,000 paid to Indeck Maine.
The original members of Indeck Maine, who continue as equity
members subject to the preferred membership interest, are
seven individuals named in the Agreement to Purchase
Membership Interests attached as Exhibit 2.A. In connection
with the transaction, Indeck Maine distributed $13,000,000
of the purchase price to its original members. The preferred
membership interest entitles the Trust and Trust V to receive
all net cash flow from operations each year until they
receive a 18% annual cumulative return on their capital
contributions to Indeck Maine. Any additional net operating
cash flow in that year is paid to the remaining Indeck Maine
members until the total paid to them equals the amount of
the 18% preferred return for that year, without cumulation.
Any remaining net operating cash flow for the year is payable
25% to the Trust and Trust V together and 75% to the other
Indeck Maine members unless the Trust and Trust V recover their
capital contributions from proceeds of a capital event. Thereafter,
these percentages change to 50% each. All non-operating cash
flow, such as proceeds of capital events, is divided equally
between (a) the Trust and Trust V and (b) the remaining
Indeck Maine members.
Under its amended operating agreement, the original Indeck
Maine members designate a majority of the managers of Indeck
Maine and thus have management control, although approval of
the Trust and Trust V jointly is required for many
significant decisions. If the Trust and Trust V do not
receive annual distributions at least equal to the 18%
preferred return requirement or if Indeck Maine after a cure
period fails to make distributions to them in accordance with
the operating agreement, they have the right to designate a
majority of the managers of Indeck Maine. The other Indeck
Maine members may regain control if Indeck Maine satisfies
the cumulative preferred return requirement within the next
five calendar quarters. A copy of the operating agreement is
attached as Exhibit 2.B. Indeck Operations, Inc., an
affiliate of the original Indeck Maine members, currently
manages the plant under a renewable agreement and is
reimbursed for its costs. In addition, the three managers
nominated by the original Indeck Maine members will receive
aggregate annual fees of $300,000 and certain other fees are
payable to Indeck Maine affiliates. The management agreement
may be terminated on notice if the Trust and Trust V obtain
the right to designate a majority of the managers of Indeck
Maine.
Each of the projects has a 24.5 megawatt rated capacity and
uses steam turbines to generate electricity. The fuel is
waste wood chips, bark, brush and similar biomass. Both
projects are "qualifying facilities" under the Public
Utility Regulatory Policies Act of 1978. Indeck Maine
currently has a power contract expiring no later than
September 30, 1997 to supply electricity to participants in
the New England Power Pool. Indeck Maine is currently
seeking customers to purchase the capacity and energy output
of the projects after expiration of the contract and
anticipates that because of generation and transmission
capacity constraints in New England it is likely that it will
be able to sell its future output profitably. However, there
can be no assurance that it can do so consistently and earn a
satisfactory return in the rapidly deregulating electricity
industry.
Neither Indeck Maine, its original members nor Indeck
Operations, Inc. is affiliated with or has any material
relationship with the Trust, Trust V, their Managing
Shareholder or their affiliates, directors, officers or
associates of their directors and officers. The sales price
and the terms of the acquisition were determined in arm's
length negotiations between the Managing Shareholder of the
Trust and representatives of the original Indeck Maine
members. The source of the Trust's funds was proceeds of its
private placement offering of Investor Shares.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
No historical or pro forma financial statements are
required under Regulation S-X.
(c) Exhibits. The exhibits will be filed in electronic
format by amendment.
Exhibit No. Item
2.A. Agreement to Purchase Membership Interests, dated
as of June 11, 1997, by and between Ridgewood Maine, L.L.C.
and Indeck Maine Energy, L.L.C. Exhibits and schedules, as
listed below, are omitted.
Schedule 4.1. Existing Members
Schedule 4.5. Governmental Consents and Notices
Schedule 4.6. Additional Consents and Notices
Schedule 5.3.1. Real Property Rights
Schedule 5.3.2. Title to Seller Assets
Schedule 5.4. Project Documents
Schedule 5.6. Project Permits
Schedule 5.7. General Legal Compliance
Schedule 5.8. Environmental Legal Compliance
Schedule 5.9. Insurance
Exhibit A Form of Consent and Guaranty
Agreement
Exhibit B Form of Amended and Restated
Operating Agreement (see
Exhibit 2.B.)
Exhibit C Form of First Amendment to System
Operating and Maintenance
Agreement
2.B. Amended and Restated Operating Agreement of
Indeck Maine Energy, L.L.C., dated as of June 11, 1997.
The Registrant agrees to furnish supplementally a copy of
any omitted exhibit or schedule to these exhibits to the
Commission upon request.
SIGNATURES
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 hereunto duly
authorized.
RIDGEWOOD ELECTRIC POWER TRUST IV
By: /s/ Martin V. Quinn
Martin V. Quinn, Senior Vice
President and Chief Financial
Officer
