-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JkGcBOqfAhfSD4VPOMTfJ7HU9iwGSn8Pfj8BtRp7DNjpDyGw9MWVaU0rw3HJUCNR kf6K0LAWsFEuOe+PGnG4wA== 0001088866-05-000008.txt : 20050805 0001088866-05-000008.hdr.sgml : 20050805 20050805111634 ACCESSION NUMBER: 0001088866-05-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050805 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement FILED AS OF DATE: 20050805 DATE AS OF CHANGE: 20050805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAITHNESS COSO FUNDING CORP CENTRAL INDEX KEY: 0001088866 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 943328762 STATE OF INCORPORATION: DE FISCAL YEAR END: 0923 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-83815 FILM NUMBER: 051001405 BUSINESS ADDRESS: STREET 1: C/O CAITHNESS ENERGY LLC STREET 2: 565 FIFTH AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017-2478 BUSINESS PHONE: 2129219099 MAIL ADDRESS: STREET 1: C/O CAITHNESS ENERGY LLC STREET 2: 565 FIFTH AVENUE, 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017-2478 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COSO POWER DEVELOPERS CENTRAL INDEX KEY: 0001088873 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 943102796 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-83815-03 FILM NUMBER: 051001406 BUSINESS ADDRESS: STREET 1: C/O CAITHNESS ENERGY LLC STREET 2: 1114 AVENUE OF THE AMERICAS 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036-7790 BUSINESS PHONE: 2129219099 MAIL ADDRESS: STREET 1: C/O CAITHNESS ENERGY LLC STREET 2: 1114 AVENUE OF THE AMERICAS 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036-7790 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COSO FINANCE PARTNERS CENTRAL INDEX KEY: 0001088870 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 580133679 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-83815-02 FILM NUMBER: 051001407 BUSINESS ADDRESS: STREET 1: C/O CAITHNESS ENERGY LLC STREET 2: 1114 AVENUE OF THE AMERICAS 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036-7790 BUSINESS PHONE: 2129219099 MAIL ADDRESS: STREET 1: C/O CAITHNESS ENERGY LLC STREET 2: 1114 AVENUE OF THE AMERICAS 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036-7790 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COSO ENERGY DEVELOPERS CENTRAL INDEX KEY: 0001088869 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 943071296 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-83815-01 FILM NUMBER: 051001408 BUSINESS ADDRESS: STREET 1: C/O CAITHNESS ENERGY LLC STREET 2: 1114 AVENUE OF THE AMERICAS 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036-7790 BUSINESS PHONE: 2129219099 MAIL ADDRESS: STREET 1: C/O CAITHNESS ENERGY LLC STREET 2: 1114 AVENUE OF THE AMERICAS 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036-7790 8-K 1 august8k2005.txt 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) August 5, 2005 -------------- Caithness Coso Funding Corp. ---------------------------- (Exact name of registrant as specified in its charter) Delaware 333-83815 94-3328762 -------- --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Coso Finance Partners California 68-0133679 Coso Energy Developers California 94-3071296 Coso Power Developers California 94-3102796 --------------------- ---------- ---------- (Exact names of Registrants (State or other (I.R.S. Employer as specified in their charters) jurisdiction of Identification No.) incorporation) 565 Fifth Avenue, 29th Floor, New York, New York 10017-2478 ------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 921-9099 -------------- Not Applicable -------------- (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)) The Coso projects consist of three 80 MW geothermal power plants, called Navy I, BLM and Navy II, their transmission lines, wells, gathering system and other related facilities. Coso Finance Partners owns Navy I and its related facilities, Coso Energy Developers owns BLM and its related facilities and Coso Power Developers owns Navy II and its related facilities. Coso Finance Partners, Coso Energy Developers and Power Developers are collectively referred to as the "Coso Partnerships" and are registrants. Caithness Coso Funding Corp. ("Funding Corp."), also a registrant, is a single-purpose Delaware Corporation formed to issue securities for its own account and act as an agent on behalf of the Coso Partnerships. On May 28, 1999, Funding Corp. sold $413 million of senior secured notes due December 15, 2009 (the "Existing Notes"), of which approximately $208 million is currently outstanding. Pursuant to separate credit agreements between Funding Corp. and each of the Coso Partnerships, the net proceeds from the offering of the Existing Notes by Funding Corp. were loaned to the Coso Partnerships. Section 1 - Registrants Business and Operations Item 1.01 Entry into a Material Definitive Agreement On August 5, 2005, Funding Corp. issued $375 million of senior secured bonds due June 15, 2019 and $90 million of subordinated secured notes due June 15, 2014 (collectively, the "Securities"). The senior bonds were issued pursuant to an Indenture dated August 5, 2005 between Funding Corp. and U.S. Bank National Association, as trustee (the "Senior Indenture"). The Securities are secured by the assets of Funding Corp. and the Coso Partnerships and pledges of the Coso Partnerships' interests by the owners thereof, and are guaranteed by each of the Coso Partnerships pursuant to security and guarantee agreements. Item 1.02 Termination of a Material Definitive Agreement The proceeds of the Securities will be put into an escrow account for the benefit of the holders of the Existing Notes, and on approximately September 6, 2005, the proceeds of the escrow account will be released to the holders of the Existing Notes to repay the Existing Notes in full. Effective August 5, 2005, under the terms of the Indenture (the "Existing Indenture") of the Existing Notes, the covenants of Funding Corp. and the Coso Partnerships will be defeased, and the related security agreements and pledge agreements of Funding Corp. and the Coso Partnerships pertaining to the Existing Notes will be deemed to be satisfied in full and will no longer be enforceable against Funding Corp. or the Coso Partnerships. Section 2 - Financial Information Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant On August 5, 2005, Funding Corp. issued the Securities that constitutes a direct financial obligation of Funding Corp. The Securities are secured by a first priority lien (for senior secured bonds) and a subordinated lien (for subordinated secured notes) on the assets of Funding Corp. and on the assets of the Coso Partnerships pursuant to separate guarantees. Such guarantees constitute obligations under an off-balance balance sheet arrangement of the Coso Partnerships and are joint and several, unconditional guarantees of payment of the Securities. Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement The issuance of the Securities triggers acceleration of the principal amount of the Existing Notes under the Existing Indenture. Therefore, the proceeds from the issuance of the Securities will be placed in escrow on August 5, 2005, for the benefit of the holders of the Existing Notes. Under the terms of the Existing Indenture, the covenants prohibiting the issuance of the Senior Bonds and Subordinated Notes will be defeased on August 5, 2005, and the related security agreements and pledge agreements of Funding Corp. and the Coso Partnerships will be deemed to be satisfied in full and will no longer be enforceable against Funding Corp. or the Coso Partnerships. Upon release of the funds held in escrow to the holders of the Existing Notes on approximately September 6, 2005, the Existing Notes will be repaid in full and will no longer be enforceable against Funding Corp. or the Coso Partnerships, and the Existing Indenture and related guarantees of the Coso Partnerships will be deemed to be satisfied in full and will no longer be enforceable against Funding Corp. or the Coso Partnerships. SIGNATURES 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 thereunto duly authorized. CAITHNESS COSO FUNDING CORP., a Delaware corporation Date: August 5, 2005 By: /S/ CHRISTOPHER T. MCCALLION ---------------------------- Christopher T. McCallion Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) COSO FINANCE PARTNERS AND SUBSIDIARY a California general Partnership By: New CLOC Company, LLC, its Managing General Partner By: /S/ CHRISTOPHER T. MCCALLION ---------------------------- Christopher T. McCallion Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) COSO ENERGY DEVELOPERS a California general Partnership By: New CHIP Company, LLC, its Managing General Partner By: /S/ CHRISTOPHER T. MCCALLION ---------------------------- Christopher T. McCallion Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) COSO POWER DEVELOPERS AND SUBSIDIARY a California general Partnership By: New CTC Company, LLC, its Managing General Partner By: /S/ CHRISTOPHER T. MCCALLION ---------------------------- Christopher T. McCallion Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----