SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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) April 15, 2005
RIDGEWOOD ELECTRIC POWER TRUST II
(Exact name of registrant as specified in charter)
Delaware 0-21304 22-3206429
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
organization)
1314 King Street, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 888-7444
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02.Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Effective April 15, 2005, Christopher I. Naunton, Vice President and Chief
Financial Officer of Ridgewood Electric Power Trust II (the "Registrant")
resigned his position to pursue other interests. On April 18, 2005, Douglas R.
Wilson, age 45, was appointed Executive Vice President and Chief Financial
Officer of the Registrant, as well as, its Managing Shareholder, Ridgewood
Renewable Power, LLC.
Mr. Wilson has been associated with Ridgewood Renewable Power, LLC and its
affiliates since 1996 acting as a consultant and advisor with respect to
investment evaluation, transaction structuring, and execution services. Since
May of 2002, Mr. Wilson has served as a Director, Chief Executive Officer and
Finance Director of CLP Envirogas Ltd ("CLPE"). CLPE is an entity that develops
and operates landfill gas-fired electric generating units in the United Kingdom,
eighty-eight (88%) percent of which is owned by the Registrant's affiliates,
Ridgewood Electric Power Trust V and The Ridgewood Power Growth Fund. It is
anticipated that Mr. Wilson will continue to serve CLPE as an executive and
Director during the remainder of its expansion and development phase, which is
estimated to be completed within 18-24 months. During that time, Mr. Wilson will
devote approximately 20-25% of his time to the affairs of CLPE. CLPE will be
responsible for the cost of the time and expense Mr. Wilson devotes to CLPE.
Although Mr. Wilson will be engaged on a temporary basis with CLPE as described
above, the Registrant does not anticipate that such role for such a relatively
short period will adversely affect his duties as the Registran's Executive Vice
President and Chief Financial Officer. Mr. Wilson has extensive experience in
the energy industry including hydrocarbon and project finance lending and
investing and has participated in over $1 Billion of financings. During his 22
years in the financial services industry, he has been with RepublicBank of
Dallas, Shearson-Lehman brothers and Bank of Tokyo. He is a graduate of the
University of Texas in Arlington and has an MBA from the Wharton School at the
University of Pennsylvania.
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 hereunto duly authorized.
RIDGEWOOD ELECTRIC POWER TRUST II
Date: April 21, 2005 By /s/ Robert E. Swanson
Robert E. Swanson,
Chief Executive Officer