SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1996
Commission File Number 33-95928
LS Power Funding Corporation
(Exact name of registrant as specified in its charter)
Delaware 81-0502366
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
402 East Main Street, Bozeman, MT 59715, (406) 587-7397
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
LSP-Cottage Grove, L.P.
LSP-Whitewater Limited Partnership
(Exact name of registrant as specified in its charter)
Delaware 81-0493289
Delaware 81-0493287
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Numbers)
402 East Main Street, Bozeman, MT 59715, (406) 587-6325
402 East Main Street, Bozeman, MT 59715, (406) 587-6122
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
1
<PAGE>
LS Power Funding Corporation
LSP-Cottage Grove, L.P.
LSP-Whitewater Limited Partnership
Form 10-Q Index
Page
PART I
Item 1. Financial Statements.................................... 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.......... 3
PART II
Item 1. Legal Proceedings....................................... 3
Item 2. Changes in Securities................................... 4
Item 3. Defaults Upon Senior Securities......................... 4
Item 4. Submission of Matters to a Vote of Security Holders..... 4
Item 5. Other Information....................................... 4
Item 6. Exhibits and Reports on Form 8-K........................ 4
Signatures.............................................. 5
Financial Statement Index............................. F-1
2
<PAGE>
PART I/ITEM 1. FINANCIAL STATEMENTS
See financial statements commencing at F-1. These unaudited financial
statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (the "Commission"). Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted. While LS Power Funding Corporation ("Funding"), LSP-Cottage
Grove, L.P. ("Cottage Grove") and LSP-Whitewater Limited Partnership
("Whitewater" and, together with Cottage Grove, the "Partnerships") believe
that the disclosures made are adequate to make the information presented not
misleading, these financial statements should be read in conjunction with the
audited financial statements included in the Annual Report on Form 10-K for
the year ended December 31, 1995, filed by Funding, Cottage Grove and
Whitewater.
PART I/ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
Since their formation in 1993, the Partnerships have been developing and
constructing their respective power plants and have generated no operating
revenues or expenses.
Cottage Grove
For the three months ended September 30, 1996, Cottage Grove capitalized
construction costs totaling approximately $23,134,000. At September 30, 1996,
Cottage Grove's investments held by trustee totaled $52,457,963, of which
$6,043,000 was held in a fund reserved for debt service, and $9,191,610 was
held in a contingency fund to pay for project cost overruns. Cottage Grove
transferred $12,614 from the contingency fund during the third quarter of
1996 to fund change orders to its construction contract.
Whitewater
For the three months ended September 30, 1996, Whitewater capitalized
construction costs totaling approximately $24,299,000. At September 30, 1996,
Whitewater's investments held by trustee totaled $62,913,421, of which
$6,900,000 was held in a fund reserved for debt service, and $10,423,134 was
held in a contingency fund to pay for project cost overruns. Whitewater
transferred $0 from the contingency fund during the third quarter of 1996.
PART II/ITEM 1. LEGAL PROCEEDINGS
Whitewater
A series of decisions of the Wisconsin Public Service Commission ("WPSC")
selecting the gas-fired cogeneration facility to be located in Whitewater,
Wisconsin (the "Whitewater Project") and approving the power sales contract
were challenged (the "Selection Order Litigation"). The WPSC's order granting
the Whitewater Project a Certificate of Public Convenience and Necessity
("CPCN") was also challenged (the "CPCN Litigation"). See Whitewater's Annual
Report on Form 10-K for the year ended December 31, 1995 for a description of
the Selection Order Litigation and the CPCN Litigation.
In the Selection Order Litigation, the decisions of the WPSC were affirmed
by the Circuit Court, Dane County and by the Wisconsin Court of Appeals,
District 4 in all respects relevant to the WPSC's selection of the Whitewater
Project as the winning project. The subsequent petition of Repap Wisconsin,
Inc. to the Wisconsin Supreme Court requesting further review of the case was
denied by the Wisconsin Supreme Court on July 29, 1996, thus terminating
the Selection Order Litigation.
Following the termination of the Selection Order Litigation, the parties
to the CPCN Litigation agreed to dismiss that case with prejudice and an Order
for Dismissal was issued on November 4, 1996, thus terminating the
CPCN Litigation.
3
<PAGE>
PART II/ITEM 2. CHANGES IN SECURITIES
None.
PART II/ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
PART II/ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II/ITEM 5. OTHER INFORMATION
None.
PART II/ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
4
<PAGE>
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
of the undersigned thereunto duly authorized.
LS POWER FUNDING CORPORATION
By: /s/ Michael S. Liebelson
Name: Michael S. Liebelson
Title: Managing Director and Treasurer
Date: November 13, 1996
LSP-COTTAGE GROVE, L.P.
By: LSP-Cottage Grove, Inc.
Its: General Partner
By: /s/ Michael S. Liebelson
Name: Michael S. Liebelson
Title: Managing Director and Treasurer
Date: November 13, 1996
LSP-WHITEWATER LIMITED PARTNERSHIP
By: LSP-Whitewater I, Inc.
Its: General Partner
By: /s/ Michael S. Liebelson
Name: Michael S. Liebelson
Title: Managing Director and Treasurer
Date: November 13, 1996
5
<PAGE>
LS Power Funding Corporation
LSP-Cottage Grove, L.P.
LSP-Whitewater Limited Partnership
Financial Statement Index
Page
LS POWER FUNDING CORPORATION
Balance sheets as of September 30, 1996 and December 31, 1995.......... F-2
Statements of operations for the three months ended
September 30, 1996 and 1995, the nine months ended
September 30, 1996, and the period from Inception
(June 23, 1995) to September 30, 1995................................ F-3
Statements of cash flows for the nine months ended
September 30, 1996, and the period from Inception
(June 23, 1995) to September 30, 1995................................ F-4
Notes to financial statements.......................................... F-5
LSP-COTTAGE GROVE, L.P.
Balance sheets as of September 30, 1996 and December 31, 1995.......... F-6
Statements of cash flows for the nine months ended
September 30, 1996 and 1995, and the period from Inception
(December 14, 1993) to September 30, 1996............................ F-7
Notes to financial statements.......................................... F-8
LSP-WHITEWATER LIMITED PARTNERSHIP
Balance sheets as of September 30, 1996 and December 31, 1995.......... F-9
Statements of cash flows for the nine months ended
September 30, 1996 and 1995, and the period from Inception
(December 14, 1993) to September 30, 1996........................... F-10
Notes to financial statements......................................... F-11
F-1
<PAGE>
LS POWER FUNDING CORPORATION
BALANCE SHEETS
September 30, December 31,
1996 1995
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 1,000 $ 1,000
Accrued interest receivable
on First Mortgage Bonds 6,471,549 ---
Total Current Assets 6,472,549 1,000
INVESTMENT IN FIRST MORTGAGE BONDS 332,000,000 332,000,000
Total Assets $338,472,549 $332,001,000
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITY - Interest payable
on Senior Secured Bonds $ 6,471,549 $ ---
SENIOR SECURED BONDS PAYABLE 332,000,000 332,000,000
Total Liabilities 338,471,549 332,000,000
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value,
1,000 shares authorized, 100 shares
issued and outstanding 1 1
Additional paid-in capital 999 999
Total Stockholders' Equity 1,000 1,000
Total Liabilities and
Stockholders' Equity $338,472,549 $332,001,000
See accompanying notes to financial statements.
F-2
<PAGE>
LS POWER FUNDING CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Nine Months From Inception
Three Months Ended (June 23, 1995)
Ended September 30, Sept. 30, to Sept. 30,
1996 1995 1996 1995
Interest Income $6,471,549 $6,524,740 $19,414,647 $6,524,740
Interest Expense 6,471,549 6,524,740 19,414,647 6,524,740
Net Income (Loss) $ --- $ --- $ --- $ ---
See accompanying notes to financial statements.
F-3
<PAGE>
LS POWER FUNDING CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months From Inception
Ended (June 23, 1995) to
Sept. 30, 1996 Sept. 30, 1995
Cash Flows From Operating Activities $ --- $ ---
Cash Flows From Investing Activities:
Investment in First Mortgage Bonds --- (332,000,000)
Cash used by investing activities --- (332,000,000)
Cash Flows From Financing Activities:
Proceeds from Senior Secured Bonds --- 332,000,000
Proceeds from sale of common stock --- 1,000
Cash provided by financing activities --- 332,001,000
Increase in cash --- 1,000
Cash, beginning of period 1,000 ---
Cash, end of period $1,000 $ 1,000
See accompanying notes to financial statements.
F-4
<PAGE>
LS POWER FUNDING CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. FINANCIAL STATEMENTS
The balance sheet as of September 30, 1996, and the statements of operations
and cash flows for the periods ended September 30, 1996 and 1995 have been
prepared by LS Power Funding Corporation ("Funding"), without audit. In the
opinion of management, these financial statements include all adjustments
(consisting of normal recurring adjustments) necessary to present fairly its
financial position as of September 30, 1996, and the results of its
operations and its cash flows for the periods ended September 30, 1996
and 1995.
Funding was established on June 23, 1995; therefore, statements of
operations and cash flows for the period from June 23, 1995 to
September 30, 1995 are presented.
The unaudited financial statements included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. While Funding believes
that the disclosures made are adequate to make the information presented not
misleading, these financial statements should be read in conjunction with
Funding's audited financial statements included in Funding's Annual Report on
Form 10-K for the year ended December 31, 1995.
2. ORGANIZATION
Funding was established on June 23, 1995 as a special purpose Delaware
corporation to issue debt securities in connection with financing construction
of two gas fired cogeneration facilities, one located in Cottage Grove,
Minnesota (the "Cottage Grove Project") and the other located in Whitewater,
Wisconsin (the "Whitewater Project"). LSP-Cottage Grove, L.P.("Cottage Grove")
and LSP-Whitewater Limited Partnership ("Whitewater") are Delaware limited
partnerships established to develop, finance, construct, own, operate and
manage the facilities at Cottage Grove and Whitewater, respectively. Cottage
Grove and Whitewater each own 50% of the outstanding stock of Funding.
Funding's sole business activities are limited to maintaining its organization
and activities necessary pursuant to the offering of debt securities and
its acquisition of debt securities issued by Cottage Grove and Whitewater.
F-5
<PAGE>
LSP-COTTAGE GROVE, L.P.
(a Delaware Limited Partnership in the Development Stage)
BALANCE SHEETS
Sept. 30, December 31,
1996 1995
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 36,694 $ 55,030
Other current assets --- 12,926
Total Current Assets 36,694 67,956
INVESTMENTS HELD BY TRUSTEE, stated at
cost which approximates market value 52,457,963 111,303,563
PLANT, PROPERTY AND EQUIPMENT 106,086,558 42,719,871
DEBT ISSUANCE AND FINANCING COSTS 6,834,157 6,859,575
OTHER ASSETS 500 500
Total Assets $165,415,872 $160,951,465
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable $ 7,393,516 $ 5,950,465
Interest payable on First Mortgage Bonds 3,021,356 ---
Total Current Liabilities 10,414,872 5,950,465
FIRST MORTGAGE BONDS PAYABLE 155,000,000 155,000,000
Total Liabilities 165,414,872 160,950,465
PARTNERS' CAPITAL 1,000 1,000
Total Liabilities and Partners' Capital $165,415,872 $160,951,465
See accompanying notes to financial statements.
F-6
<PAGE>
LSP-COTTAGE GROVE, L.P.
(a Delaware Limited Partnership in the Development Stage)
STATEMENTS OF CASH FLOWS
(Unaudited)
December 14,
1993 (inception)
Nine Months Ended Sept. 30, to Sept. 30,
1996 1995 1996
Cash Flows From Investing
Activities:
Acquisition of land and
improvements $ --- $ (97,589) $ (97,590)
Payments on construction
in progress (62,267,572) (25,878,131) (102,556,708)
Investments held by trustee --- (155,000,000) (155,000,000)
Investments drawn for
construction 62,402,584 32,969,726 109,812,630
Investment in LS Power
Funding Corporation --- (500) (500)
Cash provided by (used in)
investing activities 135,012 (148,006,494) (147,842,168)
Cash Flows From Financing
Activities:
Debt issuance and financing
costs (153,348) (6,928,204) (7,122,138)
Proceeds from First
Mortgage Bonds --- 155,000,000 155,000,000
Capital contributions --- --- 1,000
Cash provided by (used in)
financing activities (153,348) 148,071,796 147,878,862
Increase (decrease) in cash (18,336) 65,302 36,694
Cash, beginning of period 55,030 1,000 ---
Cash, end of period $ 36,694 $ 66,302 $ 36,694
RECONCILIATION OF CHANGES IN
CONSTRUCTION IN PROGRESS
Increase in total
construction in progress $(63,366,687) $ (28,857,658) $(105,988,968)
Amortization of debt
issuance and financing costs 178,766 54,326 287,981
Interest income on
investments held by trustee (3,556,984) (1,908,932) (7,270,593)
Decrease in other current
assets 12,926 --- ---
Increase in accounts payable 1,443,051 1,787,943 7,393,516
Increase in accrued
interest payable 3,021,356 3,046,190 3,021,356
Payments on construction
in progress $(62,267,572) $ (25,878,131) $(102,556,708)
See accompanying notes to financial statements.
F-7
<PAGE>
LSP-COTTAGE GROVE, L.P.
(a Delaware Limited Partnership in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
1. FINANCIAL STATEMENTS
The balance sheet as of September 30, 1996, and the statements of cash
flows for the periods ended September 30, 1996 and 1995 have been prepared
by LSP-Cottage Grove, L.P. (the "Partnership"), without audit. In the opinion
of management, these financial statements include all adjustments (consisting
of normal recurring adjustments) necessary to present fairly its financial
position as of September 30, 1996, and its cash flows for the periods ended
September 30, 1996 and 1995.
The unaudited financial statements included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. While the Partnership
believes that the disclosures made are adequate to make the information
presented not misleading, these financial statements should be read in
conjunction with the Partnership's audited financial statements included in
the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1995.
2. ORGANIZATION
The Partnership is a Delaware limited partnership that was formed on
December 14, 1993 to develop, finance, construct, own and operate a gas-fired
cogeneration facility with a design capacity of approximately 245 megawatts
to be located in Cottage Grove, Minnesota (the "Cottage Grove Project"). The
Partnership holds a 50% equity ownership interest in LS Power Funding
Corporation ("Funding"), which was established on June 23, 1995 as a special
purpose Delaware corporation to issue debt securities in connection with
financing construction of the Cottage Grove Project and a similar gas-fired
cogeneration facility to be located in Whitewater, Wisconsin (the "Whitewater
Project"). On June 30, 1995, a portion of the proceeds from the offering and
sale of the debt securities issued by Funding was used to purchase $155
million of debt securities issued simultaneously by the Partnership.
F-8
<PAGE>
LSP-WHITEWATER LIMITED PARTNERSHIP
(a Delaware Limited Partnership in the Development Stage)
BALANCE SHEETS
Sept. 30, December 31,
1996 1995
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 86,843 $ 71,441
Other current assets 575 575
Total Current Assets 87,418 72,016
INVESTMENTS HELD BY TRUSTEE, stated at
cost which approximates market value 62,913,421 126,688,250
PLANT, PROPERTY AND EQUIPMENT 118,384,598 49,531,408
DEBT ISSUANCE AND FINANCING COSTS 6,930,074 6,958,788
OTHER ASSETS 500 500
Total Assets $188,316,011 $183,250,962
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Accounts payable $ 7,864,818 $ 6,249,962
Interest payable on
First Mortgage Bonds 3,450,193 ---
Total Current Liabilities 11,315,011 6,249,962
FIRST MORTGAGE BONDS PAYABLE 177,000,000 177,000,000
Total Liabilities 188,315,011 183,249,962
PARTNERS' CAPITAL 1,000 1,000
Total Liabilities and Partners' Capital $188,316,011 $183,250,962
See accompanying notes to financial statements.
F-9
<PAGE>
LSP-WHITEWATER LIMITED PARTNERSHIP
(a Delaware Limited Partnership in the Development Stage)
STATEMENTS OF CASH FLOWS
(Unaudited)
December 14,
1993 (inception)
Nine Months Ended Sept. 30, to Sept. 30,
1996 1995 1996
Cash Flows From Investing
Activities:
Acquisition of land and
improvements $ (2,146,986) $ (1,391,295) $ (3,538,281)
Deposits for land purchase 2,001,221 (1,975,174) ---
Payments on construction
in progress (67,522,392) (28,381,278) (111,506,493)
Investments held by trustee --- (177,000,000) (177,000,000)
Investments drawn for
construction 67,836,907 38,873,186 122,354,556
Investment in LS Power
Funding Corporation --- (500) (500)
Cash provided by (used in)
investing activities 168,750 (169,875,061) (169,690,718)
Cash Flows From Financing
Activities:
Debt issuance and
financing costs (153,348) (7,027,805) (7,223,439)
Proceeds from
First Mortgage Bonds --- 177,000,000 177,000,000
Capital contributions --- --- 1,000
Cash provided by (used in)
financing activities (153,348) 169,972,195 169,777,561
Increase in cash 15,402 97,134 86,843
Cash, beginning of period 71,441 1,000 ---
Cash, end of period $ 86,843 $ 98,134 $ 86,843
RECONCILIATION OF CHANGES IN
CONSTRUCTION IN PROGRESS
Increase in total
construction in progress $(68,707,425) $ (31,713,463) $(114,846,317)
Amortization of debt issuance
and financing costs 182,062 55,345 293,365
Interest income on
investments held by trustee (4,062,078) (2,135,513) (8,267,977)
Increase in other
current assets --- (675) (575)
Increase in accounts payable 1,614,856 1,934,478 7,864,818
Increase in accrued
interest payable 3,450,193 3,478,550 3,450,193
Payments on
construction in progress $(67,522,392) $ (28,381,278) $(111,506,493)
See accompanying notes to financial statements.
F-10
<PAGE>
LSP-WHITEWATER LIMITED PARTNERSHIP
(a Delaware Limited Partnership in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
1. FINANCIAL STATEMENTS
The balance sheet as of September 30, 1996, and the statements of cash
flows for the periods ended September 30, 1996 and 1995 have been prepared by
LSP-Whitewater Limited Partnership (the "Partnership"), without audit. In the
opinion of management, these financial statements include all adjustments
(consisting of normal recurring adjustments) necessary to present fairly
its financial position as of September 30, 1996, and its cash flows for the
periods ended September 30, 1996 and 1995.
The unaudited financial statements included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. While the Partnership believes
that the disclosures made are adequate to make the information presented not
misleading, these financial statements should be read in conjunction with the
Partnership's audited financial statements included in the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1995.
2. ORGANIZATION
The Partnership is a Delaware limited partnership that was formed on
December 14, 1993 to develop, finance, construct, own and operate a gas-fired
cogeneration facility with a design capacity of approximately 245 megawatts
to be located in Whitewater, Wisconsin (the "Whitewater Project"). The
Partnership holds a 50% equity ownership interest in LS Power Funding
Corporation ("Funding"), which was established on June 23, 1995 as a special
purpose Delaware corporation to issue debt securities in connection with
financing construction of the Whitewater Project and a similar gas-fired
cogeneration facility to be located in Cottage Grove, Minnesota (the "Cottage
Grove Project"). On June 30, 1995, a portion of the proceeds from the
offering and sale of the debt securities issued by Funding was used to
purchase $177 million of debt securities issued simultaneously by the
Partnership.
F-11
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF LS POWER FUNDING CORPORATION AS OF AND FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000949486
<NAME> LS POWER FUNDING CORPORATION
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,000
<SECURITIES> 0
<RECEIVABLES> 338,471,549
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,472,549
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 338,472,549
<CURRENT-LIABILITIES> 6,471,549
<BONDS> 332,000,000
0
0
<COMMON> 1
<OTHER-SE> 999
<TOTAL-LIABILITY-AND-EQUITY> 338,472,549
<SALES> 0
<TOTAL-REVENUES> 19,414,647
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,414,647
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF LSP-COTTAGE GROVE, L.P. AS OF AND FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000949486
<NAME> LSP-COTTAGE GROVE, L.P.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 36,694
<SECURITIES> 52,457,963
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 36,694
<PP&E> 106,086,558
<DEPRECIATION> 0
<TOTAL-ASSETS> 165,415,872
<CURRENT-LIABILITIES> 10,414,872
<BONDS> 155,000,000
0
0
<COMMON> 0
<OTHER-SE> 1,000
<TOTAL-LIABILITY-AND-EQUITY> 165,415,872
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF LSP-WHITEWATER LIMITED PARTHERSHIP AS OF AND FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000949486
<NAME> LSP-WHITEWATER LIMITED PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 86,843
<SECURITIES> 62,913,421
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 87,418
<PP&E> 118,384,598
<DEPRECIATION> 0
<TOTAL-ASSETS> 188,316,011
<CURRENT-LIABILITIES> 11,315,011
<BONDS> 177,000,000
0
0
<COMMON> 0
<OTHER-SE> 1,000
<TOTAL-LIABILITY-AND-EQUITY> 188,316,011
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
