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) October 18, 1999
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Coso Power Developers
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(Exact name of registrant as specified in its charter)
California 94-3102796
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
1114 Avenue of the Americas, 41st Floor, New York, New York 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 921-9099
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Not applicable.
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(Former name or former address, if changed since last report.)
Item 1. Other Events.
On October 18, 1999, Caithness Acquisition Company, LLC ("Caithness
Acquisition") purchased from ESI Geothermal, Inc. ("ESI") all of the indirect
ownership interests held by ESI (the "Navy I Interest") in Coso Finance Partners
(the "Navy I partnership"), pursuant to a Sale Agreement dated as of October 6,
1999 (the "Sale Agreement"), between Caithness Acquisition and ESI. Caithness
Acquisition, which is wholly owned by Caithness Energy, L.L.C. ("Caithness
Energy"), is an affiliate of the Navy I partnership and its related operating
partnerships, Coso Energy Developers and the Registrant (collectively, the "Coso
partnerships"). ESI is not related to Caithness Energy and is an affiliate of
FPL Energy, Inc., the independent power subsidiary of FPL Group, Inc. The
purchase price paid by Caithness Acquisition for the Navy I Interest was $5.0
million, payable in cash. The source of the funds used by Caithness Acquisition
to pay the purchase price was Caithness Energy.
Prior to the purchase by Caithness Acquisition of the Navy I Interest,
affiliates of Caithness Energy and ESI shared ownership and control of the Navy
I partnership. The Navy I Interest consisted of a 9.33% percent limited
liability company interest held by ESI in ESCA LLC ("ESCA"), which in turn owns
a 53.6% percent general partnership interest in the Navy I partnership. Prior to
Caithness Acquisition's purchase of the Navy I Interest, affiliates of Caithness
Energy and ESI owned and controlled ESCA. New CLOC Company, LLC ("CLOC"), the
other general partner of the Navy I partnership, is owned and controlled by
Caithness Acquisition. While affiliates of Caithness Energy own and control
CLOC, they shared ownership and control of ESCA with ESI. As a result of the
purchase by Caithness Acquisition of the Navy I Interest, ESI no longer has any
ownership or other interest in the Navy I partnership or any other Coso
partnership, and Caithness Energy and its affiliates now own and control the
Navy I partnership and the other Coso partnerships.
In connection with the purchase by Caithness Acquisition of the Navy I
Interest pursuant to three Assignment, Assumption and Novation Agreements, FPL
Energy Operating Services, Inc. ("FPL Operating"), an affiliate of ESI and one
of the two operators of the geothermal power plants and related fields owned by
the Coso partnerships, assigned to Coso Operating Company LLC ("COC"), the other
operator, all of its rights under the Operation and Maintenance Agreement it has
with each respective Coso partnership, and COC assumed all of FPL Operating's
obligations under those three Operation and Maintenance Agreements. COC, an
affiliate of the Coso partnerships, is now the sole operator of all of the
geothermal power plants and related fields and employs substantially all of FPL
Operating's former employees at the sites of the Coso projects.
In addition, in connection with the purchase by Caithness Acquisition
of the Navy I Interest, COC advanced to FPL Operating all of the fees and
reimbursable expenses that had accrued to FPL Operating under the Operation and
Maintenance Agreements and had not been paid, which amounted in the aggregate to
approximately $664,000. COC, as the successor operator, will be entitled to
receive fees and reimbursable expenses under the three Operation and Maintenance
Agreements in the future, although payment of such fees and reimbursable
expenses is subordinated to all payments under the outstanding senior secured
notes. In addition, the Coso partnerships, ESI, FPL Operating, COC and their
respective affiliates entered into various general releases.
In addition, Kenneth P. Hoffman, who was appointed by ESI to the
management committee of the Navy I partnership, resigned from that management
committee, effective as of October 18, 1999, in connection with the purchase by
Caithness Acquisition of the Navy I Interest and is expected to be replaced by
an appointee of Caithness Acquisition.
A copy of the Sale Agreement is filed as Exhibit 99.1 to this Form 8-K
and is incorporated by reference herein, and the three Assignment, Assumption
and Novation Agreements are filed Exhibits 99.2, 99.3 and 99.4, respectively, to
this Form 8-K and are incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(a) FINANCIAL STATEMENTS OF BUSINESS BEING ACQUIRED. Not Applicable.
(b) PRO FORM FINANCIAL INFORMATION. Not applicable.
(c) EXHIBITS.
Exhibit No. Description
99.1 Sale Agreement, dated October 6, 1999, between
Caithness Acquisition Company, LLC and ESI
Geothermal, Inc. (Incorporated by reference to
same titled exhibit filed as Exhibit No. 16 to
Amendment No.1 to Registration Statement on Form
S-4 (File No. 333-83815) of Caithness Coso Funding
Corp. and the Coso partnerships).
99.2 Assignment, Assumption and Novation Agreement,
dated as of October 18, 1999, by and between FPL
Energy Operating Services, Inc., a Florida
corporation, and Coso Operating Company LLC, a
Delaware limited liability company (Navy I
Project).
99.3 Assignment, Assumption and Novation Agreement,
dated as of October 18, 1999, by and between FPL
Energy Operating Services, Inc., a Florida
corporation, and Coso Operating Company LLC, a
Delaware limited liability company (BLM Project).
99.4 Assignment, Assumption and Novation Agreement,
dated as of October 18, 1999, by and between FPL
Energy Operating Services, Inc., a Florida
corporation, and Coso Operating Company LLC, a
Delaware limited liability company (Navy II
Project).
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.
COSO POWER DEVELOPERS,
a California general partnership
BY: NEW CTC COMPANY, LLC,
its Managing General Partner
By: /s/ Christopher T. McCallion
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Christopher T. McCallion
Executive Vice President
Dated: October 25, 1999
EXHIBIT INDEX
Exhibit No. Description
99.1 Sale Agreement, dated October 6, 1999, between Caithness
Acquisition Company, LLC and ESI Geothermal, Inc. (Incorporated
by reference to same titled exhibit filed as Exhibit No. 16 to
Amendment No.1 to Registration Statement on Form S-4 (File No.
333-83815) of Caithness Coso Funding Corp. and the Coso
partnerships).
99.2 Assignment, Assumption and Novation Agreement, dated as of
October 18, 1999, by and between FPL Energy Operating Services,
Inc., a Florida corporation, and Coso Operating Company LLC, a
Delaware limited liability company (Navy I Project).
99.3 Assignment, Assumption and Novation Agreement, dated as of
October 18, 1999, by and between FPL Energy Operating Services,
Inc., a Florida corporation, and Coso Operating Company LLC, a
Delaware limited liability company (BLM Project).
99.4 Assignment, Assumption and Novation Agreement, dated as of
October 18, 1999, by and between FPL Energy Operating Services,
Inc., a Florida corporation, and Coso Operating Company LLC, a
Delaware limited liability company (Navy II Project).