================================================================================ 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): November 22, 1997 IEC Funding Corp. North Jersey Energy Associates, A Limited Partnership Northeast Energy Associates, A Limited Partnership (Exact Name of Registrant as Specified in its Charter) Delaware 33-87902 04-3255377 New Jersey 33-87902-01 04-2955646 Massachusetts 33-87902-02 04-2955642 (State or Other (Commission File (IRS Employer Jurisdiction of Number) Identification Incorporation) Number) 350 Lincoln Place Hingham, Massachusetts 02043 (Address of Principal Executive Offices) Registrant's telephone number, including area code: (781) 749-9800 ================================================================================ ITEM 5. OTHER EVENTS Intercontinental Energy Corporation ("IEC") has announced that IEC and all the limited partners in each of Northeast Energy Associates, A Limited Partnership ("NEA"), and North Jersey Energy Associates, A Limited Partnership (together with NEA, the "Partnerships") have entered into an agreement to sell all the general and limited partnership interests in the Partnerships, as well as 75% of the outstanding shares of common stock of IEC Funding Corp. ("IEC Funding"), to certain entities owned and controlled by ESI Energy, Inc. (a wholly-owned subsidiary of FPL Group Inc.) and Tractebel Power, Inc. (a wholly-owned subsidiary of Tractebel, S.A.). The obligations of the parties to consummate the purchase and sale of the interests in the Partnerships and such shares of IEC Funding are subject to the satisfaction or waiver of certain conditions including, without limitation, a condition that consents be obtained from the holders of a majority in interest of the outstanding bonds issued by IEC Funding under its Trust Indenture dated as of November 15, 1994, to certain amendments to such Trust Indenture. IEC Funding intends to commence the solicitation of such consents promptly. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, IEC Funding Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IEC FUNDING CORP. By: /s/ Maureen Herbert -------------------------------- Name: Maureen Herbert Title: Vice President of Finance December 2, 1997 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, North Jersey Energy Associates, A Limited Partnership, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP By: INTERCONTINENTAL ENERGY CORPORATION, as General Partner By: /s/ Maureen Herbert ------------------------- Name: Maureen Herbert Title: Vice President of Finance December 2, 1997 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Northeast Energy Associates, A Limited Partnership, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP By: INTERCONTINENTAL ENERGY CORPORATION, as General Partner By: /s/ Maureen Herbert ------------------------- Name: Maureen Herbert Title: Vice President of Finance December 2, 1997 5