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: November 4, 1998;
Date of Earliest Event Reported: October 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
Cogentrix Energy, Inc. ("Cogentrix Energy") entered into a purchase
agreement with Bechtel Generating Company, Inc. ("BGCI") on March 6, 1998 (the
"Purchase Agreement") to acquire BGCI's ownership interests in certain electric
generating facilities and a natural gas pipeline. On October 20, 1998, pursuant
to the Purchase Agreement, Cogentrix Energy acquired BGCI's ownership interests
in 12 electric generating facilities, which range from 3.3% to 49.0%, and BGCI's
ownership interest in an interstate natural gas pipeline, all of which are
located in the United States (the "BGCI Assets"). The acquisition of the BGCI
Assets will provide the Company with a net equity interest of approximately 365
megawatts in a diverse electric generating portfolio that comprises
approximately 2,400 megawatts in total electric generating capacity. Nine of the
electric generating facilities included in the BGCI Assets were developed and
are managed by U.S. Generating Company, LLC ( U.S. Gen), an indirect,
wholly-owned subsidiary of PG&E Corporation, and are owned in part by affiliates
of U.S. Gen.
Set forth in the following table is a brief description of the BGCI Assets.
BGCI ASSETS
Net
Percent Equity
Ownership Interest
Plant Interest in Plant Power Purchasing
Project Location Fuel Megawatts Acquired Megawatts Utility
- ------- -------- ---- --------- -------- --------- -------
Logan Logan Township, NJ Coal 218 49.0% 106.8 Atlantic City Electric
Northampton Northampton County, PA Waste coal 110 49.0 53.9 Metropolitan Edison
Indiantown Martin County, FL Coal 380 10.0 38.0 Florida Power & Light
Carneys Point Carneys Point, NJ Coal 262 10.0 26.2 Atlantic City Electric
Panther Creek Carbon County, PA Waste coal 83 12.2 10.1 Metropolitan Edison
Scrubgrass Scrubgrass Township, PA Waste coal 85 20.0 17.0 Pennsylvania Electric
Selkirk Albany, NY Gas 396 5.1 20.2 Con Edison & Niagara
Mohawk
Cedar Bay Jacksonville, FL Coal 260 16.0 41.6 Florida Power & Light
Mass Power Springfield, MA Gas 258 3.3 8.5 Boston Edison
Gilberton Frackville, PA Waste coal 82 19.6 16.1 Pennsylvania Power &
Light
Pittsfield Pittsfield, MA Gas 173 10.9 18.9 New England Power
Morgantown Morgantown, WV Coal/Waste 62 15.0 9.3 Monongahela Power
coal
Iroquois Gas Long Island, NY to ______ ______ 0.5 ______ ______
Transmission Waddington, NY
System
The total consideration paid for the acquisition of the BGCI Assets was
approximately $189 million and is subject to adjustment either upward or
downward based on the final determination of the "Net Unrestricted Cash
Differential" as defined in the Purchase Agreement. Cogentrix Energy financed
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the acquisition of the BGCI Assets with net proceeds from the issuance, on
October 20, 1998 , of $220 million of unsecured 8.75% senior notes due 2008 in a
Rule 144A offering.
Cogentrix Energy acquired ownership interests in the Logan, Northampton,
Carneys Point and Scrubgrass projects by acquiring partnership interests in
Logan Generating Company, L.P., Granite Generating Company, L.P., Keystone
Cogeneration Company, L.P., Northampton Generating Company L.P., Chambers
Cogeneration Limited Partnership, and Scrubgrass Generating Company, L.P.
directly from BGCI. Cogentrix Energy acquired ownership interests in the
Gilberton, Cedar Bay, Morgantown, Indiantown, and Panther Creek projects by
acquiring 100% of the stock of Birch Power Corporation, Cedar Power Corporation,
Hickory Power Corporation, Palm Power Corporation, and Panther Creek Leasing,
Inc. (the "Holding Companies") from BGCI. The Holding Companies hold partnership
interests in the underlying project entities except in the case of Panther Creek
Leasing, Inc. which holds an undivided lessor interest in the Panther Creek
project. Cogentrix Energy acquired ownership interest in the Selkirk, Mass Power
and Pittsfield projects as well as the Iroquois Gas Transmission System by
acquiring 10.9% of the common stock of Beale Generating Company (formerly J.
Makowski Company, Inc.) from BGCI. The partnership interests and common stock
acquired from BGCI are held by indirect, wholly-owned subsidiaries of Cogentrix
Energy.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS
The registrant will file the financial statements required by this item by
amendment to this report 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 not later than 60 days after the required filing date
for this report.
(C) EXHIBITS
Exhibit No. Description of Exhibit
----------- ----------------------
2.1 Purchase Agreement, dated as of March 6,
1998, between Cogentrix Energy, Inc., a
North Carolina corporation ("Buyer"), and
Bechtel Generating Company, Inc., a Delaware
corporation ("Seller"). (10.2)(*)(1)
2.1(a) Amendment No. 1, dated October 14, 1998,
to Purchase Agreement, dated March 6, 1998,
between Cogentrix Energy, Inc., a North
Carolina corporation ("Buyer"), and Bechtel
Generating Company, Inc., a Delaware
corporation ("Seller").
- ----------
(*) Portions of this agreement have been deleted pursuant to a previously
approved request for confidential treatment.
(1) Incorporated by reference to the Form 10-Q (File No. 33-74254) filed May
15, 1998. The number designating the exhibit on the exhibit index to such
previously filed report is enclosed in parentheses at the end of the
description of the exhibit above.
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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: November 4, 1998 /s/ JAMES R. PAGANO
-------------------------
James R. Pagano
Group Senior Vice President,
Chief Financial Officer
(Principal Financial Officer)
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