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: December 19, 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, 2002 (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,
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, 2002 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. December
19, 2003 is the date on which the Operating Report was completed.
The Partnership intends to file as exhibits to Form 8-K operating reports
for the first, second and third quarters of 2003, and for the year ended
December 31, 2003 as soon as practicable, which the Partnership expects will be
by March 31, 2004. Thereafter, the Partnership intends to file quarterly and
annual operating reports using Form 8-K until the Partnership is able to retain
an auditor and recommence filing periodic reports on Forms 10-K and 10-Q.
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
ENRON WIND SYSTEMS, LLC ("EWS," FORMERLY KNOWN AS ENRON WIND SYSTEMS,
INC.), THE PARENT OF ZOND WINDSYSTEMS MANAGEMENT LLC, THE GENERAL PARTNER OF THE
PARTNERSHIP (THE "GENERAL PARTNER"), 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, 2002
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: December 19, 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, 2002