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 25, 2003
(Date of earliest event reported)
Zond-PanAero Windsystem Partners I,
a California Limited Partnership
(Exact Name of Registrant as Specified in its Charter)
California 0-13510 77-003535
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1400 Smith Street, Houston, Texas 77002
(Address of Principal Executive Offices)
(713) 853-0530
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Attached hereto as Exhibit 99.1 is the unaudited financial and business
information of Zond-PanAero Windsystem Partners I, a California Limited
Partnership (the "Partnership") for the fiscal year ended December 31, 2001 (the
"Operating Report"). As explained in the Partnership's Current Report on Form
8-K filed with the Securities and Exchange Commission on November 14, 2003 (the
"November 14 Form 8-K"), Arthur Andersen LLP resigned as the auditor of the
Partnership on February 5, 2002, and the Partnership has not had an auditor
since that date. Accordingly, the Partnership did not file an Annual Report on
Form 10-K for the year ended December 31, 2001 in accordance with the
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Because the Partnership still has no auditor, it is now providing the
Operating Report attached hereto. November 25, 2003 is the date on which the
Operating Report was completed. The Partnership continues to expect to file
additional operating reports in accordance with the time frame set forth in the
November 14 Form 8-K. Finally, the Partnership hereby revises the November 14
Form 8-K to correct the applicable disclosure therein regarding Zond Windsystems
Management LLC, the general partner of the Partnership (the "General Partner"),
to read as follows, "The General Partner has a 1.2% equity interest in the
Partnership."
FORWARD LOOKING STATEMENTS
THIS FORM 8-K, INCLUDING THE EXHIBIT ATTACHED HERETO, CONTAINS
STATEMENTS THAT ARE FORWARD-LOOKING WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1933 AND SECTION 21E OF THE EXCHANGE ACT. INVESTORS ARE
CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE
PERFORMANCE AND THAT ACTUAL RESULTS COULD DIFFER MATERIALLY AS A RESULT OF KNOWN
AND UNKNOWN RISKS AND UNCERTAINTIES, INCLUDING GENERAL ECONOMIC CONDITIONS,
FUTURE TRENDS, AND OTHER RISKS, UNCERTAINTIES AND FACTORS DISCLOSED IN THE
OPERATING REPORT ATTACHED AS AN EXHIBIT TO THIS FORM 8-K.
DISCLAIMERS
THE PARENT OF THE GENERAL PARTNER, ENRON WIND SYSTEMS, LLC ("EWS,"
FORMERLY KNOWN AS ENRON WIND SYSTEMS, INC.) FILED FOR CHAPTER 11 BANKRUPTCY ON
FEBRUARY 20, 2002. SUBSEQUENTLY, ON MAY 10, 2002, EWS AND CERTAIN OF ITS
AFFILIATED COMPANIES (COLLECTIVELY, "ENRON WIND") SOLD THEIR ENTIRE BUSINESS
EXCEPT CERTAIN ASSETS AND LIABILITIES TO GENERAL ELECTRIC COMPANY. EWS RETAINED
ITS INDIRECT EQUITY INTERESTS IN THE PARTNERSHIP, INCLUDING THE GENERAL PARTNER
INTEREST. AS A CONSEQUENCE OF THESE EVENTS, THE MANAGEMENT OF ENRON WIND, THE
GENERAL PARTNER AND THE PARTNERSHIP CHANGED. THE INFORMATION AVAILABLE TO
COMPILE THE ATTACHED OPERATING REPORT HAS BEEN PROVIDED ON THE BASIS OF
INFORMATION AVAILABLE TO CURRENT MANAGEMENT AT THIS DATE. IT IS THEREFORE
POSSIBLE THAT THERE MAY BE EVENTS OR ISSUES THAT HAVE NOT YET BEEN DISCOVERED BY
THE CURRENT MANAGEMENT PROVIDING THE INFORMATION TO COMPILE THE OPERATING REPORT
AND THAT THE OPERATING REPORT MAY NOT FULLY ACCOUNT FOR THESE EVENTS OR ISSUES.
THE OPERATING REPORT HAS NOT BEEN REVIEWED OR AUDITED BY AN INDEPENDENT
AUDITOR. THE OPERATING REPORT IS SUBJECT TO FURTHER REVIEW AND POTENTIAL
ADJUSTMENT AND MAY NOT BE INDICATIVE OF THE PARTNERSHIP'S FINANCIAL CONDITION OR
OPERATING RESULTS. SUCH INFORMATION SHOULD NOT BE RELIED UPON AS A FULLY
COMPLIANT PERIODIC REPORT IN ACCORDANCE WITH THE REQUIREMENTS OF THE EXCHANGE
ACT.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Unaudited financial and business information for the fiscal year ended
December 31, 2001
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.
Zond-PanAero Windsystem Partners I,
a California Limited Partnership
By: Zond Windsystems Management LLC,
General Partner
Date: November 25, 2003 By: /s/ Eric D. Gadd
--------------------
Name: Eric D. Gadd
Title: President and Chief Executive
Officer
EXHIBIT INDEX
Exhibit Description
99.1 Unaudited financial and business information for the fiscal year
ended December 31, 2001