SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
C U R R E N T R E P O R T
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 10, 1998 (March 6, 1998)
Date of Report (Date of Earliest Event Reported)
LS POWER FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 81-0502366
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
402 East Main Street
Bozeman, Montana 59715
(Address of Principal Executive Offices) (Zip Code)
(406) 587-7397
(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
(Former Name or Former Address, If Changed Since Last Report)
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 Incorporation) (I.R.S. Employer
Identification No.)
402 East Main Street
Bozeman, Montana 59715
(Address of Principal Executive Offices) (Zip Code)
(406) 587-6325
(406) 587-6122
(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
(Former Name or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On March 6, 1998, LS Power Corporation, a Delaware corporation
("LS Power") and general partner of Granite Power Partners, L.P., a
Delaware limited partnership ("Granite"), entered into a Securities
Purchase Agreement (the "Securities Purchase Agreement"), by and among LS
Power and Granite (collectively, the "Sellers"), Cogentrix Mid-America,
Inc., a Delaware corporation, Cogentrix Cottage Grove, LLC, a Delaware
limited liability company and Cogentrix Whitewater LLC, a Delaware limited
liability company (collectively, the "Purchasers") and Cogentrix Energy,
Inc.
Pursuant to the Securities Purchase Agreement, the Sellers will
sell all of the Sellers' capital stock of FloriCulture, Inc., a Delaware
corporation ("FloriCulture"), LSP-Cottage Grove, Inc., a Delaware
corporation ("LSP-CG Inc.") and LSP-Whitewater I, Inc., a Delaware
corporation ("LSP-WW Inc."), and all of the Sellers' limited partnership
interests in LSP-Cottage Grove, L.P., a Delaware limited partnership ("LSP-
CG") and LSP-Whitewater Limited Partnership, a Delaware limited partnership
("LSP-WW"), to the Purchasers.
After giving effect to the Securities Purchase Agreement,
Cogentrix Mid-America, Inc. will own all of the capital stock of
FloriCulture, Cogentrix Cottage Grove, LLC will own all of the stock of
LSP-CG Inc., the general partner of LSP-CG, and Cogentrix Whitewater, LLC
will own all of the stock of LSP-WW Inc., the general partner of LSP-WW.
In addition, the Securities Purchase Agreement contemplates the
delivery and execution by LS Power and Cogentrix Energy, Inc. of a certain
Assignment and Assumption Agreement, by the terms of which LS Power will
assign, and Cogentrix Energy, Inc. will assume, all of the rights and
obligations under certain Management Services Agreements between LS Power
and each of LSP-CG Inc., LSP-CG, LSP-WW Inc. and LSP-WW.
The consummation of the Securities Purchase Agreement is subject
to certain conditions, including, without limitation, the completion of
certain requirements under the trust indentures to which each of LSP-
Cottage Grove, L.P. and LSP-Whitewater Limited Partnership is a party.
Among those requirements is an acknowledgment by the trustee that each of
Cogentrix Whitewater, LLC and Cogentrix Cottage Grove, LLC qualify as a
"Permitted Party," as such term is defined in the trust indentures; such
qualification is contingent upon several things, including the delivery of
opinions from independent counsel. The sale pursuant to the Securities
Purchase Agreement is expected to be consummated by the end of March 1998.
ITEM 7(C). EXHIBITS.
Exhibit
Number Description
99.1 News Release, dated March 10, 1998, issued
by LS Power Corporation
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 hereunder duly authorized.
Dated: March 10, 1998
LS POWER FUNDING CORPORATION
By: /s/ Michael S. Liebelson
_______________________
Name: Michael S. Liebelson
Title: Managing Director and Treasurer
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
LSP-WHITEWATER LIMITED PARTNERSHIP
By: LSP-Cottage Whitewater I, Inc.
Its: General Partner
By: /s/ Michael S. Liebelson
_______________________
Name: Michael S. Liebelson
Title: Managing Director and Treasurer
EXHIBIT 99.1
NEWS RELEASE MARCH 10, 1998
LS POWER CORPORATION
TO SELL WHITEWATER, WISCONSIN AND
COTTAGE GROVE, MINNESOTA COGENERATION PLANTS
LS Power Corporation and its affiliate, Granite Power Partners, L.P., today
announced the signing of a purchase agreement to sell their interests in
LSP-Whitewater Limited Partnership and LSP-Cottage Grove, L.P. to
affiliates of Cogentrix Energy, for an undisclosed price. LSP-Whitewater
and LSP-Cottage Grove own and operate cogeneration facilities in
Whitewater, Wisconsin and Cottage Grove, Minnesota. These facilities began
commercial operation in 1997 and represent a total electric capacity of
approximately 500 megawatts. The transaction is subject to the completion
of various consents and approvals.
Closing of the sale will represent a milestone in a strategy that was
initiated by LS Power two years ago with the purpose of (a) monetizing the
ownership interest of certain original shareholders, and (b) providing an
additional capital base for further expansion of new business activities.
As part of this strategy, LS Power Corporation and Granite shifted new
business activities to LS Power, LLC. Since that time, LS Power, LLC in
partnership with another company has commenced construction on two power
generation projects in Texas totaling approximately 700 megawatts of
capacity. LS Power, LLC also expects to commence construction on another
750 megawatts this summer in Mississippi and has over 2,000 megawatts of
additional capacity in various stages of development in the United States.
LS Power, LLC is headquartered in East Brunswick, NJ and maintains other
offices in St. Louis, MO, Orlando, FL, Boston, MA and Batesville, MS.
FOR FURTHER INFORMATION CONTACT:
Mike Segal, Managing Director (732) 249-6750
Clarence Heller, Executive Vice President (314) 993-2700
