SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report: December 31, 2005
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(Date of earliest event reported)
Zond Windsystem Partners, Ltd. Series 85-C,
a California Limited Partnership
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(Exact Name of Registrant as Specified in its Charter)
California 000-51511 77-0081345
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(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
1221 Lamar Street, Suite 1600, Houston, Texas 77010
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(Address of Principal Executive Offices)
(713) 853-0530
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
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Extension of Power Purchase Agreement.
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On January 5, 2006, Zond Windsystem Partners, Ltd. Series 85-C (the
"Partnership") received the fully executed letter agreement ("Extension Letter")
dated December 28, 2005, between the Partnership and Pacific Gas and Electric
Company ("PG&E") relating to the Power Purchase Agreement For Long-Term Energy
and Capacity, dated January 17, 1985, as amended (the "Power Purchase
Agreement"). Pursuant to the Power Purchase Agreement, the Partnership is able
to sell power to PG&E from the wind turbine electric power generation facility
owned by the Partnership. The Extension Letter extended the termination date of
the Power Purchase Agreement from December 31, 2005 to January 31, 2006.
Notwithstanding the extension, the Partnership ceased operations of
its wind turbine electric power generation facility as of January 1, 2006 and,
if the Partnership decides to recommence operations, as previously disclosed it
would do so only after March 1, 2006 and only if the Partnership is able to
obtain a further extension of the Power Purchase Agreement as well as an
extension of the Amended and Restated Windpark Easement Agreement by and between
the Partnership and Enron Wind Systems, LLC ("EWS") dated July 1, 1986, which
expired on December 31, 2005.
A copy of the Extension Letter is attached hereto as Exhibit 10.1.
Extension of Management Agreement.
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The Partnership and EWS entered into the First Amendment to Windsystem
Management Agreement, dated as of January 5, 2006 (the "Management Agreement
Amendment"), which amends the Windsystem Management Agreement dated as of
November 4, 1985 (the "Management Agreement"). The Management Agreement
Amendment was effective as of December 31, 2005. Pursuant to the Management
Agreement, EWS manages the wind turbine electric power generating facility owned
by the Partnership. The Management Agreement Amendment extended
the termination date of the Management Agreement from December 31, 2005 to March
31, 2006, subject to earlier termination by either party upon ten days prior
written notice.
A copy of the Management Agreement Amendment is attached hereto as
Exhibit 10.2.
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
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Appointment of Principal Officers.
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Effective December 31, 2005, Robert Semple resigned as a Director of
Enron Renewable Energy Corp. ("EREC"), which is indirectly wholly-owned by Enron
Corp. EREC indirectly holds the sole membership interest in Zond Windsystems
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Management V LLC (the "General Partner"), the general partner of the
Partnership. The Directors of EREC may be deemed Directors of the Partnership
under the Securities Exchange Act of 1934.
On January 3, 2006, Smith Street Land Company, the sole shareholder of
EREC, elected Richard Lydecker and K. Wade Cline as Directors of EREC,
constituting the entire Board of Directors of EREC. The entire Board of
Directors of EREC serves as the Audit Committee of the Partnership.
Effective December 31, 2005, Eric D. Gadd resigned as President and
Chief Executive Officer of the General Partner.
On January 3, 2006, EREC elected Jesse E. Neyman as the President and
Chief Executive Officer of the General Partner. Mr. Neyman, age 61, has served
as Vice President, Principal Investments, Enron Corp. since early 2002. He is
responsible for managing financial investment portfolios of Enron Corp. and its
affiliates. Mr. Neyman has served as a director on the boards of several of the
portfolio companies under management. Prior to such officer position with Enron
Corp., Mr. Neyman served as Vice President of Enron Producer Finance providing
risk capital to the oil and gas sector.
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits.
10.1 Extension Letter dated December 28, 2005 to Power Purchase Agreement,
between the Partnership and Pacific Gas and Electric Company.
10.2 First Amendment to Windsystem Management Agreement entered into as of
January 5, 2006, which was effective as of December 31, 2005, between
the Partnership and Enron Wind Systems, LLC.
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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.
Zond Windsystem Partners, Ltd. Series 85-C,
a California Limited Partnership
By: Zond Windsystems Management V LLC,
General Partner
Date: January 6, 2006 By: /s/ Jesse E. Neyman
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Name: Jesse E. Neyman
Title: President and Chief Executive
Officer
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Exhibit Index
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Exhibit Description
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10.1 Extension Letter dated December 28, 2005 to Power Purchase Agreement,
between the Partnership and Pacific Gas and Electric Company.
10.2 First Amendment to Windsystem Management Agreement entered into on as
of January 5, 2006, which was effective as of December 31, 2005,
between the Partnership and Enron Wind Systems, LLC.
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