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: April 6, 1998;
Date of Earliest Event Reported: March 20, 1998)
Commission File Number: 33-74254
COGENTRIX ENERGY, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1853081
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9405 Arrowpoint Boulevard, Charlotte, North Carolina 28273-8110
(Address of principal executive offices) (Zipcode)
(704) 525-3800
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
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 the registrant, Cogentrix
Energy, Inc., ("Cogentrix Energy"), which controls each of the Purchasers.
On March 20, 1998, pursuant to the Securities Purchase Agreement, the
Purchasers acquired 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").
In consideration therefor, the Purchasers paid to the Sellers a total
of $174.7 million, $16.7 million of which represented the pre-funding of a
distribution to the Sellers. The Purchasers will be entitled to the
distribution of $16.7 million in 1998. The Purchasers paid the consideration
from funds provided by Cogentrix Energy. Cogentrix Energy provided the funds
from corporate cash balances and the incurrence of $50.0 million of
indebtedness under its existing revolving credit agreement with Australia and
New Zealand Banking Group Limited.
As a result of the transaction described above, Cogentrix Mid-America,
Inc. now owns all of the capital stock of FloriCulture, as well as a 100
percent ownership interest in each of Cogentrix Cottage Grove, LLC and
Cogentrix Whitewater, LLC. Cogentrix Cottage Grove, LLC now owns all of the
capital stock of LSP-CG Inc., the general partner of LSP-CG, as well as a
72.22 percent limited partnership interest in LSP-CG for a combined total
ownership interest of approximately 73 percent in LSP-CG. Cogentrix Whitewater,
LLC now owns all of the capital stock of LSP-WW Inc., the general partner of
LSP-WW, as well as a 73.17 percent limited partnership interest in LSP-WW for a
combined total ownership interest of approximately 74 percent in LSP-WW.
LSP-CG and LSP-WW, in turn, each own 50 percent of the outstanding stock of LS
Power Funding Corporation ("LS Funding"). LS Funding is a special purpose
Delaware corporation which issued debt securities in connection with the
financing of the construction of the gas-fired cogeneration facilities owned
by LSP-CG and LSP-WW. LS Funding files periodic reports under Section 15(d)
of the Securities Exchange Act of 1934, which include the financial statements
of LSP-CG and LSP-WW.
LSP-CG owns a gas-fired cogeneration facility located in Cottage Grove,
Minnesota. LSP-WW owns a gas-fired cogeneration facility located in
Whitewater, Wisconsin. Both facilities are dispatchable and designed to
generate approximately 245 megawatts of electrical capacity measured at
summer conditions and 262 megawatts of electrical capacity measured at
winter conditions, with a maximum of 190,000 pounds per hour of steam. All
of the electric capacity and energy generated by the facility owned by
LSP-CG is sold to Northern States Power Company under a 30-year power
purchase agreement. All of the electric capacity and energy generated by
the facility owned by LSP-WW is sold to Wisconsin Electric Power Company
pursuant to a power purchase agreement terminating on May 31, 2022 with two
five-year renewal options.
In addition, LS Power and Cogentrix Energy have entered into an
Assignment and Assumption Agreement, by the terms of which LS Power
assigned, and Cogentrix Energy assumed, 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.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The registrant will file the financial statements required by
this item by amendment to this report on Form 8-K not later
than 60 days after the required filing date for this report.
(b) Pro Forma Financial Information
The registrant will file the financial statements required by
this item by amendment to this report on Form 8-K not later
than 60 days after the required filing date for this report.
(c) Exhibits
Exhibit
Number Description
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2 Securities Purchase Agreement, dated March 6,
1998, by and among LS Power Corporation, a
Delaware corporation, Granite Power Partners,
L.P., a Delaware limited partnership
(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.
_______________________________________________
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 thereunto duly authorized.
COGENTRIX ENERGY, INC.
(Registrant)
Date: April 6, 1998 /s/ JAMES R. PAGANO
----------------------
James R. Pagano
Group Senior Vice President,
Chief Financial Officer
(Principal Financial Officer)
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