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
---------------------
October 7, 1999
Date of Report (Date of earliest event reported)
BESICORP LTD.
(Exact name of registrant as specified in its charter)
New York 000-25209 14-1809375
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
Incorporation)
1151 Flatbush Road, Kingston, New York 12401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 336-7700
Item 5. Other Events
Besicorp Ltd. (the "Company"), Besicorp Holdings, Ltd.,
("Parent"), and Besi Acquisition Corp. ("Merger Sub" and together with Parent,
the "Buyer"), a wholly owned subsidiary of Parent, entered into an Agreement and
Plan of Merger dated as of October 7, 1999 (the "Plan of Merger"), that provides
that Merger Sub will be merged with and into the Company, with Besicorp being
the surviving corporation and wholly owned by Parent (the "Merger"). If the
Merger is effectuated, Besicorp's shareholders at the time of such effectuation
(other than Buyer) will be entitled to receive for each share of the Company's
common stock (i) approximately $58.70 in cash and (ii) additional cash
distributions during the next several years in the event the surviving
corporation receives certain monies during such period. No assurances can be
made that any such monies will be received during such period. Effectuation of
the Merger is subject to the satisfaction of numerous conditions, including the
adoption of the Plan of Merger by the Company's shareholders. No assurance can
be given that such transactions will be effectuated.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of October 7, 1999, (the
"Plan of Merger") by and between Besicorp Ltd., Besicorp
Holdings, Ltd., and Besi Acquisition Corp.
99.1 Press Release of the Company dated October 11, 1999
99.2 Press Release of the Company dated October 18, 1999
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.
BESICORP LTD.
/s/ Michael F. Zinn
-------------------
Michael F. Zinn
President and Chief Executive Officer,
Chairman of the Board
(Principal Executive Officer)
Dated: October 18, 1999
Kingston, New York