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: November 3, 2006
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(Date of earliest event reported)
Zond Windsystem Partners, Ltd. Series 85-B,
a California Limited Partnership
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(Exact Name of Registrant as Specified in its Charter)
California 000-51875 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))
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Item 1.01. Entry into a Material Definitive Agreement.
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As previously reported, on September 8, 2006, Zond Windsystem
Partners, Ltd. Series 85-B, a California Limited Partnership (the "Partnership")
sold substantially all of its assets to AES Tehachapi Wind, LLC ("AES
Tehachapi") effective as of August 31, 2006, pursuant to the Purchase and Sale
Agreement dated as April 12, 2006, by and among Enron Wind Systems, LLC ("EWS"),
ZWHC LLC ("ZWHC"), Zond Windsystem Partners, Ltd. Series 85-A, a California
Limited Partnership ("Series 85-A") and the Partnership, as sellers and AES
Tehachapi and SeaWest Holdings, Inc., as purchasers, as amended by the First
Amendment to Purchase and Sale Agreement dated as of July 31, 2006, the Second
Amendment to Purchase and Sale Agreement dated as of August 31, 2006, the Third
Amendment to Purchase and Sale Agreement dated as of September 7, 2006 and the
letter agreement dated October 12, 2006 (collectively, the "Purchase
Agreement"). Pursuant to the terms of the Purchase Agreement, the Partnership,
Series 85-A, ZWHC and EWS (collectively, the "Enron Wind Parties") received
an aggregate consideration of $15,375,000 (the "Purchase Price").
On November 3, 2006, the Enron Wind Parties entered into a letter
agreement pursuant to which they agreed to allocate and distribute the Purchase
Price among the Enron Wind Parties (the "Allocation Agreement"). This allocation
was based upon a third party asset valuation and allocation report provided to
the Enron Wind Parties. Pursuant to the terms of the Allocation Agreement, the
Partnership received $4,195,800 of the Purchase Price as consideration for the
assets it sold pursuant to the Purchase Agreement.
As previously reported, the Partnership will wind up its affairs, file
with the Securities and Exchange Commission a Form 15 to terminate registration,
and make all required filings with the Secretary of State of the State of
California to cancel the Partnership's Certificate of Limited Partnership.
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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-B,
a California Limited Partnership
By: Zond Windsystems Management IV LLC,
General Partner
Date: November 8, 2006 By: /s/ Jesse E. Neyman
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Name: Jesse E. Neyman
Title: President and Chief Executive
Officer
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