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) December 23, 1996
CONSOLIDATED HYDRO, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
Not Yet Issued 06-1138478
(Commission (IRS Employer
File Number) Identification
No.)
680 Washington Boulevard, Stamford, Connecticut 06901
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (203) 425-8850
N.A.
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
NONE
Item 2. Acquisition or Disposition of Assets
On December 23, 1996, Consolidated Hydro, Inc., a Delaware corporation
(the "Company" or "CHI"), through its wholly owned subsidiary, CHI Universal,
Inc., a Delaware corporation ("CHI Universal"), sold Consolidated Hydro Maine,
Inc., a Delaware corporation ("CHI Maine"), to Ridgewood Maine Hydro Partners,
L.P., a Delaware limited partnership (the "Partnership"). CHI Maine owned and
operated 14 hydroelectric projects located in the State of Maine with an
aggregate capacity of 11.32 megawatts (the "Projects"). The sale was made
pursuant to an Agreement to Merger dated as of July 1, 1996 (the "Merger
Agreement"), by and among CHI Maine, CHI Universal, CHI Ridgewood Maine Hydro
Corporation and the Partnership, a copy of which has been filed as an exhibit
to, and is incorporated by reference into, this Current Report on Form 8-K.
On the Closing Date (as defined in the Merger Agreement), all of the
issued and outstanding capital stock of CHI Maine was sold to the Partnership
for cash. The total proceeds from the sale aggregated approximately $12.8
million, and the Partnership assumed a long-term lease obligation of
approximately $1.2 million related to one of the Projects.
Under a separate agreement with the Partnership, CHI will continue to
operate and maintain the Projects and provide certain administrative services to
the Partnership for an initial period of up to 15 years.
Item 3. Bankruptcy or Receivership
NONE
Item 4. Changes in Registrant's Certifying Accountant
NONE
Item 5. Other Events
NONE
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Item 6. Resignations of Registrant's Directors
NONE
Item 7. Financial Statements and Exhibits
(a) Financial statement of businesses acquired
NONE
(b) Pro forma financial information
It is impracticable to provide the required pro forma
financial statements for the disposition of the business
referenced in Item 2 above at this time. The required
statements will be filed in an amendment to this report as
soon as practicable, but not later than sixty (60) days after
the date this report must be filed.
(c) Exhibits
(1) Agreement of Merger, dated as of July 1, 1996, by and among
Consolidated Hydro Maine, Inc., CHI Universal, Inc.,
Consolidated Hydro, Inc., Ridgewood Maine Hydro Corporation
and Ridgewood Maine Hydro Partners, L.P.
(2) Letter Agreement, dated November 15, 1996, amending
Agreement of Merger, dated as of July 1, 1996, by and among
Consolidated Hydro Maine, Inc., CHI Universal, Inc.,
Consolidated Hydro, Inc., Ridgewood Maine Hydro Corporation
and Ridgewood Maine Hydro Partners, L.P.
(3) Letter Agreement, dated December 3, 1996, amending
Agreement of Merger, dated as of July 1, 1996, by and among
Consolidated Hydro Maine, Inc., CHI Universal, Inc.,
Consolidated Hydro, Inc., Ridgewood Maine Hydro Corporation
and Ridgewood Maine Hydro Partners, L.P.
Item 8. Change in Fiscal Year
NONE
Item 9. Sales of Equity Securities Pursuant to Regulation S
NONE
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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 hereunto duly authorized.
Date: January 7, 1997 CONSOLIDATED HYDRO, INC.
By: /s / Patrick J. Danna
--------------------------------------
Patrick J. Danna
Vice President, Controller and Treasurer
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Exhibit Index
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Exhibit No. Description
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(1) Agreement of Merger, dated as of July 1,
1996, by and among Consolidated Hydro
Maine, Inc., CHI Universal, Inc.,
Consolidated Hydro, Inc., Ridgewood
Maine Hydro Corporation and Ridgewood
Maine Hydro Partners, L.P.
(2) Letter Agreement, dated November 15, 1996,
amending Agreement of Merger, dated as of
July 1, 1996, by and among Consolidated Hydro
Maine, Inc., CHI Universal, Inc., Consolidated
Hydro, Inc., Ridgewood Maine Hydro Corporation
and Ridgewood Maine Hydro Partners, L.P.
(3) Letter Agreement, dated December 3, 1996,
amending Agreement of Merger, dated as of
July 1, 1996, by and among Consolidated Hydro
Maine, Inc., CHI Universal, Inc., Consolidated
Hydro, Inc., Ridgewood Maine Hydro Corporation
and Ridgewood Maine Hydro Partners, L.P.
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