UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 3, 2006
---------------------------------
(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.)
1221 Lamar Street, Suite 1600, Houston, Texas 77010
---------------------------------------------------
(Address of Principal Executive Offices)
(713) 853-0530
--------------
(Registrant's telephone number,
including area code)
N/A
---
(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.
------------------------------------------
On July 3, 2006, Zond-PanAero Windsystem Partners I, a California
Limited Partnership (the "Partnership"), PAMC Management Corporation ("PAMC"),
Alta Mesa Energy, LLC ("Alta Mesa"), Mesa Wind Developers ("Mesa Wind"),
Zond-PanAero Windsystem Partners II, a California Limited Partnership ("ZP-II"),
Western Wind Energy Corp. ("Western Wind"), and Mesa Wind Power Corporation, a
wholly-owned subsidiary of Western Wind ("Merger Sub") entered into the
Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger
Agreement, subject to the satisfaction or waiver of the conditions therein,
Western Wind will purchase all assets of the Partnership, Mesa Wind, and ZP-II
related to the 300 Vestas V-15 turbines owned by the Partnership and the 160
Vestas V-15 turbines owned by ZP-II (the "Projects") pursuant to the conveyance
of all of such assets to PAMC and the merger of Merger Sub with and into PAMC,
with PAMC as the surviving corporation. The assets sold by the Partnership
pursuant to the Merger Agreement constitute substantially all of the assets of
the Partnership. Subject to the terms of the Merger Agreement, at the closing,
the Partnership shall receive $873,913 for the sale of its assets. The Merger
Agreement provides that all representations and warranties of the Partnership
set forth in the Merger Agreement shall not survive beyond the closing date. In
addition, the Partnership shall have no indemnification or other similar
obligations to Western Wind pursuant to the Merger Agreement or any related
documents following the closing. The closing under the Merger Agreement is
expected to occur on or prior to August 15, 2006.
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: July 10, 2006 By: /s/ Jesse E. Neyman
------------------------------
Name: Jesse E. Neyman
Title: President and Chief Executive
Officer