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 27, 2006
---------------------------------
(Date of earliest event reported: July 21, 2006)
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.
------------------------------------------
Amendment to Merger Agreement
- -----------------------------
On July 21, 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 an Amendment (the
"Amendment") to the Agreement and Plan of Merger dated as of July 3, 2006 (the
"Merger Agreement"). The Amendment added several additional conditions precedent
for the closing of the transactions contemplated by the Merger Agreement,
including the receipt of certain title insurance by Western Wind in connection
with the transaction and the transfer to PAMC by Enron Wind Systems, LLC
("EWS"), an affiliate of the Partnership, of certain additional land rights. EWS
and an affiliate of PAMC are the joint venture partners in Mesa Wind.
Item 1.02 Termination of a Material Definitive Agreement
----------------------------------------------
Omnibus Termination Agreement
- -----------------------------
On July 25, 2006, the Partnership sold substantially all of its assets to
Western Wind pursuant to the Merger Agreement. On such date the Partnership,
PAMC, PanAero California Ltd., a California limited partnership, Alta Mesa, Mesa
Wind, EWS, ZP-II, and Western Wind, entered into the Omnibus Termination
Agreement (the "Termination Agreement"). In accordance with the Termination
Agreement, effective as of the closing of the Merger, the parties terminated
several agreements related to the assets sold to Western Wind including the Wind
Park Easement Agreement dated as of September 7, 1984, between Mesa Wind and the
Partnership. In addition, in accordance with the Termination Agreement,
effective July 25, 2006, the Reservation of Rights Agreement dated as of June
23, 2005 between PAMC and the Partnership was terminated. The parties to the
terminated agreements released each other from all claims and liabilities
thereunder. The Partnership did not incur any early termination penalties in
connection with the termination of the foregoing agreements. EWS and an
affiliate of PAMC are the joint venture partners in Mesa Wind.
2
Item 2.01 Completion of Acquisition or Disposition of Assets.
--------------------------------------------------
On July 25, 2006, the Partnership sold substantially all of its assets to
Western Wind pursuant to the Merger Agreement. In accordance with the Merger
Agreement, Western Wind purchased the 300 Vestas V-15 turbines owned by the
Partnership and all other equipment and related assets of the Partnership
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 constituted
substantially all of the assets of the Partnership. Pursuant to the terms of the
Merger Agreement, at the closing, the Partnership received $873,913 for the sale
of its assets.
3
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 27, 2006 By: /s/ Jesse E. Neyman
--------------------
Name: Jesse E. Neyman
Title: President and Chief Executive
Officer
4