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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 033-95928
Washington, D.C. 20549 -------
Cusip Number
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: December 31, 1997
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
LS POWER FUNDING CORPORATION
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Full Name of Registrant
N/A
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Former Name if Applicable
1105 NORTH MARKET STREET, SUITE 1108
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Address of Principal Executive Office (STREET AND NUMBER)
WILMINGTON, DE 19801
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check appropriate box)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
LSP-Cottage Grove, L.P. ("Cottage Grove") and LSP-Whitewater Limited
Partnership ("Whitewater") each own 50% of the outstanding stock of LS Power
Funding Corporation (the "Registrant"). Prior to March 20, 1998, LS Power
Corporation, a Delaware corporation and general partner of Granite Power
Partners, L.P., a Delaware limited partnership (collectively, the "Sellers")
owned the capital stock of LSP-Cottage Grove, Inc. and LSP-Whitewater, Inc. (the
general partners in Cottage Grove and Whitewater, respectively) as well as
limited partnership interests in each Cottage Grove and Whitewater. The Sellers'
combined ownership interest in Cottage Grove and Whitewater was approximately
74%. On March 20, 1998, the Sellers sold all of their capital stock in
LSP-Cottage Grove, Inc. and LSP-Whitewater, Inc. as well as all of their limited
partnership interest in each Cottage Grove and Whitewater to indirect,
wholly-owned subsidiaries of Cogentrix Energy, Inc. (the "Purchaser").
Related to the change in control described above, the Registrant also
changed independent accountants effective March 27, 1998. As a result of the
change in control and change in independent accountants the Registrant will not
be able to prepare, and the new independent accountants will not be able to
audit, the financial statements required for the Registrant's Annual Report on
Form 10-K prior to the March 31 due date without unreasonable effort.
Accordingly, the Registrant is filing this notification so that it may have
adequate time to prepare accurate and complete financial statements, as well as
to provide adequate time for the new independent accountants to audit these
financial statements.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
JOHN W. O'CONNOR 704 525-3800
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made:
The Registrant's Annual Report on Form 10-K will include audited
financial statements for Whitewater and Cottage Grove. The construction and
start-up of the power generation facilities owned by Whitewater and Cottage
Grove were substantially completed, and the facilities commenced commercial
operations on September 18, 1997 and October 1, 1997, respectively. Unlike the
financial statements for the prior fiscal year, Whitewater's and Cottage Grove's
financial statements for the year ended December 31, 1997 will reflect operating
revenues and expenses associated with approximately three months of commercial
operations.
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LS POWER FUNDING CORPORATION
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date MARCH 31, 1998 By /s/ JAMES R. PAGANO
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Name: James R. Pagano
Title: Managing Director and Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
persons signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549 in accordance with Rule 0-3
of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).