UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, DC 20549~~

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 (Date Of Earliest Event Reported): ~~July~~September 815, ~~2003~~2004

Commission File Number 33-83618

SELKIRK COGEN PARTNERS, L.P. ~~(Exact name of Registrant as specified in its charter)~~

(Exact name of Registrant as specified in its charter)


Delaware		51-0324332
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

SELKIRK COGEN FUNDING CORPORATION ~~(Exact name of Registrant as specified in its charter)~~

(Exact name of Registrant as specified in its charter)


Delaware		51-0354675
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

7600 Wisconsin Avenue, Bethesda, Maryland 20814
(Address of principal executive offices, including zip code)

(301) 280-6800 (~~Registrant~~Registrants’s telephone number, including area code)

Item 5 8. 01 Other Events

~~PG&E~~Relationship with National Energy ~~Group~~& Gas Transmission, Inc. ~~Bankruptcy~~(“NEGT”)

~~PG&E~~On ~~National~~September 15, ~~Energy~~2004, NEGT announced that it had entered into a definitive purchase agreement with GS Power Holdings II LLC, a wholly owned subsidiary of The Goldman Sachs Group, Inc., (the “~~NEG~~GS Power Agreement”) ~~owns~~to anacquire NEGT’s equity interests in 12 power plants and a natural gas pipeline, including NEGT’s indirect ~~interest~~ownership interests in Selkirk Cogen Partners, L.P. (the “Partnership”). ~~and~~The ~~its~~GS ~~wholly~~Power ~~owned~~Agreement ~~subsidiary,~~resulted from a multi-round bankruptcy ~~Selkirk~~court-sanctioned ~~Cogen~~auction ~~Funding~~bidding ~~Corporation~~process in which GS Power Holdings II LLC was ultimately the winning bidder. ~~NEG~~As ~~manages~~a result, the ~~Partnership~~purchase ~~through~~agreement ~~its~~between ~~indirect~~NEGT and Denali Power, ~~wholly~~LLC ~~owned~~previously ~~subsidiaries~~disclosed in a Quarterly Report on Form 10-Q for the quarter ended June 30, ~~JMC~~2004 ~~Selkirk~~will ultimately be terminated prior to the consummation of the sale under the GS Power Agreement. On September 23, 2004, ~~Inc~~the U.S. Bankruptcy Court for the District of Maryland, Greenbelt Division (“Bankruptcy Court”) issued an order approving the ~~Partnership’s~~GS Power Agreement. ~~managing~~NEGT ~~general~~expects ~~partner~~the transaction, which is subject to certain regulatory and ~~JMCS~~third party Iapprovals, ~~Management~~to close in the first quarter of 2005. The Goldman Sachs Group, Inc., through its ownership of Cogentrix Energy, Inc. already owns indirect beneficial interests in the Partnership’s through the general partner ~~project~~interest ~~management~~of ~~firm~~JMC Selkirk, Inc. and limited partner interests of JMC Selkirk, Inc. and PentaGen Investors, L.P.

OnNEGT ~~July 8,~~owns ~~2003,~~an ~~NEG~~indirect ~~filed~~interest ~~a voluntary petition for relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (“Bankruptcy Code”)~~ in the ~~U.S. Bankruptcy~~Partnership ~~Court~~and ~~for~~its ~~the~~wholly ~~District of Maryland, Greenbelt Division (“Bankruptcy~~owned ~~Court”)~~subsidiary, ~~Case~~Selkirk ~~No. 03-30459.~~Cogen InFunding ~~addition, each of the following indirect wholly owned subsidiaries of NEG filed a voluntary petition for relief under the provisions of Chapter 11 of the U~~Corporation.S. ~~Bankruptcy~~NEGT ~~Code~~manages in the ~~Bankruptcy Court:~~Partnership ~~PG&E~~through ~~Energy~~its ~~Trading~~indirect, ~~Holdings~~wholly ~~Corporation~~owned ~~(Case No. 03-30463) (“ETH”)~~subsidiaries, ~~PG&E Energy~~JMC ~~Trading-Power~~Selkirk, LInc.~~P. (Case No. 03-30461)~~, ~~PG&E Energy Trading – Gas~~the ~~Corporation~~Partnership’s ~~(Case~~managing ~~No. 03-30464),~~general ~~and PG&E ET Investments Corporation (Case No.03-30462) (collectively~~partner, ~~the “ET Companies”),~~ and ~~USGen~~JMCS ~~New~~I ~~England~~Management, Inc. ~~(“USGenNE”) (Case No. 03-30465). Pursuant to Chapter 11 of the Bankruptcy Code~~, ~~NEG,~~ the ~~ET Companies and USGenNE retain control of their assets and are~~ ~~authorized~~Partnership’s toproject ~~operate~~management ~~their businesses as debtors in possession while being subject to the jurisdiction of the Bankruptcy Court~~firm.

~~NEG~~NEGT’s isindirect anownership ~~indirect,~~interest ~~wholly~~in ~~owned~~the ~~subsidiary~~general ofpartner ~~PG&E~~interest ~~Corporation~~of JMC Selkirk, Inc. and the ~~parent company~~limited partner interests of ~~Pacific~~JMC ~~Gas~~Selkirk, Inc. and PentaGen ~~Electric~~Investors, ~~Company~~L.P. ~~Under~~in the ~~proposed~~Partnership ~~plan~~are ofincluded within the sale as ~~reorganization~~contemplated ~~NEG~~by ~~filed~~the ~~with~~GS Power Agreement (the ~~Bankruptcy~~“GS ~~Court~~Power Sale”). NEGT’s indirect ownership interest in JMCS I Management, ifInc. ~~confirmed~~is byalso included in the GS Power ~~Bankruptcy~~Sale. ~~Court~~As ~~and~~presently ~~implemented~~contemplated, ~~PG&E~~the ~~Corporation~~GS ~~would~~Power noSale, ~~longer~~if ~~have~~consummated, ~~any~~is not ~~equity~~expected ~~interest~~to inalter ~~NEG~~the ability of JMC Selkirk, Inc. or JMCS I Management, Inc. to manage the Partnership.

~~Neither~~Credit ~~the~~Ratings ~~Partnership nor any of its NEG affiliated partners, including JMC~~ ~~Selkirk, Inc. and PentaGen Investors, L.P., are parties to the filings by NEG~~ or other affiliates for protection under Chapter 11 of the Bankruptcy Code (collectively, the “NEG Bankruptcy”). The Partnership does not anticipate that the NEG Bankruptcy will have a material adverse impact on its operations. The Partnership cannot be certain that the NEG Bankruptcy will not affect NEG’s ownership arrangements with respect to the Partnership or the ability of JMC Selkirk, Inc. or JMCS I Management, Inc. to manage the Partnership.

~~The~~On ~~Partnership~~September 17, ~~Agreement~~2004, ~~provides~~Moody’s ~~certain~~Investors ~~management~~Services ~~rights to the Partnership~~(“Moody’s”) ~~other~~issued ~~general~~a ~~partner,~~credit opinion ~~RCM~~confirming Selkirk ~~GP,~~Cogen ~~Inc.,~~Funding inCorporation’s ~~the~~senior ~~event~~secured ~~that~~debt ~~JMC~~rating ~~Selkirk,~~at ~~Inc.~~Baa3 ~~were~~with ~~to be included in~~ a ~~bankruptcy~~stable ~~involving~~rating ~~NEG, including (i) the removal of JMC Selkirk, Inc~~outlook. asIn ~~the~~this ~~managing~~credit ~~general partner~~opinion, ~~(ii) the~~Moody’s ~~appointment~~stated ofthat ~~itself as~~ the ~~successor~~rating ~~managing~~considers ~~general~~the ~~partner~~September 15, ~~and~~2004 ~~(iii) the termination~~announcement ofby NEGT concerning the ~~administrative~~GS ~~services~~Power ~~agreement with JMCS I Management~~Agreement, ~~Inc.~~ ~~and~~which ~~subsequent~~includes ~~appointment~~NEGT’s ofindirect aownership ~~RCM Selkirk GP, Inc. affiliate as the~~in ~~project~~the ~~management firm~~Partnership. ~~Enforcement of these rights by RCM Selkirk GP, Inc.~~ ~~could, however, be delayed or impeded as~~

1On September 24, 2004 Standard and Poor’s (“S&P”) issued a bulletin stating it does not expect the recent announcement by NEGT concerning the GS Power Agreement to affect the rating on

~~a result of any bankruptcy proceeding involving JMC Selkirk, Inc. Moreover,~~1 the bankruptcy of any partner of the Partnership would be an event of default under the Partnership’s Credit Agreement, which expires August 8, 2003. Currently, the Partnership has contingent reimbursement obligations under one letter of credit issued under this Credit Agreement in the amount of approximately $2.5 million. The Partnership is prepared to use cash collateral to secure the obligations now secured by this letter of credit.

~~Credit~~the ~~Ratings~~senior secured debt of Selkirk Cogen Funding Corporation. That rating is currently BBB- with a stable rating outlook. S&P also stated that it was analyzing the possible effects of the proposed ownership change on the Partnership.

OnCautionary ~~July 8,~~Statement ~~2003,~~Regarding Standard and Poor’s (“S&P”) issued a press release announcing that it had lowered its corporate credit ratings on two of NEG’s subsidiaries, PG&E Energy Trading Holdings Corporation and USGen New England Inc. to ‘D’ from ‘C’ and removed the ratings from CreditWatch. S&P stated these ratings actions follow the NEG Bankruptcy. S&P further stated that the rating on Selkirk Cogen Funding Corporation is not affected by the ratings action on NEG because this project financing is structured as a bankruptcyForward-~~remote~~Looking ~~entity~~Statements ~~and is not 100%~~ ~~owned by NEG. Therefore, the incentive to consolidate it in a bankruptcy of~~ ~~NEG is low.~~

OnThe ~~July 9~~information in this Current Report on Form 8-K includes forward-looking statements about the future that are necessarily subject to various risks and uncertainties. Use of words like “anticipate,” ~~2003~~“estimate,” ~~Moody’s~~“intend,” “project,” ~~Investors~~“plan,” ~~Services~~“expect,” (“~~Moody’s~~will,”) ~~downgraded~~“believe,” ~~NEG’s~~“could,” ~~senior~~and similar ~~implied~~expressions ~~rating~~help toidentify ~~Caa3~~forward-looking ~~from~~statements ~~Caa2.~~under ~~The~~the ~~outlook~~Private Securities isLitigation ~~negative~~Reform Act. ~~Moody’s~~These ~~rating~~statements ofare based on current ~~Selkirk~~expectations ~~Cogen~~and ~~Funding~~assumptions, ~~Corporation’s~~which ~~senior~~the ~~secured~~Partnership ~~debt~~believes ~~remains~~are atreasonable ~~Baa3~~and on ~~with~~information acurrently available to the Partnership. Actual results could ~~stable~~differ ~~rating~~materially ~~outlook~~from asthose ~~previously~~contemplated ~~disclosed~~by the forward-looking statements. Consequently, the forward-looking statements in athis Current Report onshould ~~Form 8-K~~not ~~filed~~be ~~June 6,~~regarded ~~2003~~as ~~following~~representations ~~Moody~~by the Partnership or any other person that the expected outcomes can or will be achieved. Some of the factors that could cause future results to differ materially from those expressed or implied by the forward-looking statements are described in the Partnership’s ~~press~~Annual ~~release~~ Report on ~~June 4,~~Form ~~2003~~10-K.

~~Cautionary Statement Regarding Forward-Looking Statements~~2

~~The information in this Current Report on Form 8-K includes forward-looking~~SIGNATURES ~~statements about the future that are necessarily subject to various risks and~~ ~~uncertainties. Use of words like “anticipate,” “estimate,” “intend,”~~ “project,” “plan,” “expect,” “will,” “believe,” “could,” and similar expressions help identify forward-looking statements. These statements are based on current expectations and assumptions, which the Partnership believes are reasonable and on information currently available to the Partnership. Actual results could differ materially from those contemplated by the forward-looking statements. Consequently, the forward-looking statements in this Current Report should not be regarded as representations by the Partnership or any other person that the expected outcomes can or will be achieved. Some of the factors that could cause future results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the impact of the NEG Bankruptcy, the impact of a bankruptcy proceeding involving any partner of the Partnership, and other factors that are described in the Partnership’s Annual Report on Form 10-K.

2Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

SIGNATURES


		SELKIRK COGEN PARTNERS, L.P.
		By: JMC SELKIRK, INC. Managing General Partner
Date: September 30, 2004		/s/ J. TRACY MEY Name: J. Tracy Mey Title: Controller and Chief Accounting Officer
		SELKIRK COGEN FUNDING CORPORATION
Date: September 30, 2004		/s/ J. TRACY MEY Name: J. Tracy Mey Title: Controller and Chief Accounting Officer

~~Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange~~3 ~~Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~

SELKIRK COGEN PARTNERS, L.P.

By: JMC SELKIRK, INC. Managing General Partner

July 21, 2003

/s/ THOMAS E. LEGRO Name: Thomas E. Legro Title: Vice President, Controller, Chief Accounting Officer and Director

SELKIRK COGEN FUNDING CORPORATION

July 21, 2003

/s/ THOMAS E. LEGRO Name: Thomas E. Legro Title: Vice President, Controller, Chief Accounting Officer and Director

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