UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 13, 2006
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(Date of earliest event reported)
Zond-PanAero Windsystem Partners I,
a California Limited Partnership
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(Exact Name of Registrant as Specified in its Charter)
California 0-13510 77-003535
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(State or Other Jurisdiction (Commission (IRS Employer
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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Agreement to Market the Mesa Wind Project
On May 13, 2006, Zond-PanAero Windsystem Partners I, a California Limited
Partnership (the "Partnership") entered into an Agreement to Market the Mesa
Wind Project dated as of May 13, 2006 (the "Agreement") by and among the
Partnership, Zond-PanAero Windsystem Partners II, a California limited
partnership ("ZP II"), Enron Wind Systems, LLC ("Enron Wind"), PAMC Management
Corporation ("PAMC"), Mesa Wind Developers, a California joint venture ("MWD")
and Alta Mesa Energy, LLC ("Alta Mesa" and together with each of the other
parties to the Agreement, collectively, the "Parties").
Under the terms of the Agreement, the Parties agreed to co-market their
respective assets that are used in connection with the windsystems owned by each
of the Partnership and ZP II (collectively, the "Mesa Wind Project Assets"). The
Agreement requires each of the Parties to attempt to identify potential bidders
for the Mesa Wind Project Assets, to provide certain due diligence information
relating to such assets and to coordinate marketing activities for such assets.
The Agreement provides for a bid process for the sale of the Mesa Wind
Project Assets to potential buyers and for a process to review such bids. Each
of the Partnership and ZP II appointed Enron Wind as its representative under
the Agreement to review the bids and provide advice to the representative for
PAMC and Alta Mesa concerning the sale of the Mesa Wind Project Assets under the
Agreement. However, under the Agreement, PAMC will ultimately determine whether
and with whom to negotiate a definitive purchase and sale agreement (a
"Definitive Agreement") for the sale of the Mesa Wind Project Assets. The
Agreement contains a term sheet with certain proposed terms for any Definitive
Agreement.
Pursuant to the Agreement, the Partnership and ZP II shall receive for the
sale of their respective wind turbines an aggregate amount equal to a percentage
(the "Turbine Percentage") multiplied by the total purchase price for all the
Mesa Wind Project Assets. The Turbine Percentage will be determined by dividing
(i) the average amount of the bids for the wind turbines owned by the
Partnership and ZP II (using $600,000 for each wind turbine bid less than such
amount and $1,400,000 for each wind turbine bid greater than such amount) by
(ii) the average amount of all the bids received in connection with the proposed
sale of all the Mesa Wind Project Assets.
Under the terms of the Agreement, PAMC has the right at any time during the
bidding and negotiation process to elect not to sell the Mesa Wind Project
Assets pursuant to the process set forth in the Agreement. In such event, the
Partnership would have the right to sell its wind turbines separately, subject
to certain rights of first refusal set forth in existing agreements relating to
the Partnership.
The Agreement also provides for certain amendments to the reservation of
rights agreement between the Partnership and PAMC (the "Reservation of Rights
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Agreement") and the wind park easement agreement between the Partnership and MWD
(the "Wind Park Easement Agreement"), including that the term of the Wind Park
Easement Agreement and the Reservation of Rights Agreement will be extended from
March 31, 2006 to January 31, 2007 and the deadline for the removal of the wind
turbines from the operating site will be extended from May 31, 2006 to January
31, 2007.
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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-PanAero Windsystem Partners I,
a California Limited Partnership
By: Zond Windsystems Management LLC,
General Partner
Date: May 18, 2006 By: /s/ Jesse E. Neyman
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Name: Jesse E. Neyman
Title: President and Chief Executive
Officer
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