=============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 14, 1998 ESI TRACTEBEL FUNDING CORP. (formerly IEC Funding Corp.) North Jersey Energy Associates, A Limited Partnership Northeast Energy Associates, A Limited Partnership (Exact Name of Registrant as specified in its Charter) Delaware 33-87902 04-2355397 New Jersey 33-87902-01 04-2955646 Massachusetts 33-87902-02 04-2955642 (State or Other (Commission File (IRS Employer Jurisdiction of Number) Identification Incorporation) Number) c/o FPL Energy, Inc. 11760 US Highway 1 Suite 600 North Palm Beach, Florida 33408 (Address of Principal Executive Offices) Registrant's Telephone number, including area code: (561) 691-3500 =============================================================================== ITEM 5. OTHER EVENTS Intercontinental Energy Corporation ("IEC") has announced that its previously announced agreement with all the partners in each of Northeast Energy Associates, A Limited Partnership ("NEA"), and North Jersey Energy Associates, A Limited Partnership (together with NEA, the "Partnerships") to sell all the general and limited partnership interests in the Partnerships, as well as 75% of the outstanding shares of common stock of ESI Tractebel Funding Corp. ("ESI Tractebel"), formerly IEC Funding Corp., to certain entities owned and controlled by FPL Energy, Inc. (a wholly-owned subsidiary of FPL Group Inc.) and Tractebel Power, Inc. (a wholly-owned subsidiary of Tractebel, S.A.) was consummated on January 14, 1998. On February 3, 1998, IEC Funding Corp. changed its name to ESI Tractebel Funding Corp. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, ESI Tractebel Funding Corp., has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ESI TRACTEBEL FUNDING CORP. By: /s/Glenn E. Smith --------------------------- Name: Glenn E. Smith Title: Vice President February 4, 1998 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, North Jersey Energy Associates, A Limited Partnership, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP By: NORTHEAST ENERGY LP, as General Partner By: ESI NORTHEAST ENERGY GP, INC. as General Partner By: /s/Glenn E. Smith ------------------------------- Name: Glenn E. Smith Title: Vice President February 4, 1998 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Northeast Energy Associates, A Limited Partnership, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP By: NORTHEAST ENERGY, LP, as General Partner By: ESI NORTHEAST ENERGY GP, INC., as General Partner By: /s/Glenn E. Smith --------------------------- Name: Glenn E. Smith Title: Vice President February 4, 1998