UNITED
STATES
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)
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March
2, 2010
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THE
RIDGEWOOD POWER GROWTH FUND
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|
(Exact
Name of Registrant as Specified in
Charter)
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Delaware
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0-
25935
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22-3495594
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||
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S
Employer
Identification
Number)
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1314
King Street, Wilmington, DE
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19801
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(302)
888-7444
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.01. Completion of Acquisition or Disposition of
Assets.
On March 2, 2010, Ridgewood Near East Holdings LLC and
its wholly-owned subsidiary, RW Egyptian Holdings LLC (collectively referred to
as the “Sellers”) completed a series of transactions regarding the disposition
(the “Sale”) of all of its interest in Ridgewood Egypt for Infrastructure LLC,
an Egyptian limited liability company (“REFI”), with Mr. Zaki Girges, the
general manager of REFI, El Orouba for Water Desalination S.A.E., an Egyptian
joint stock company owned by Mr. Girges and his family, REFI, and Water Desal,
LLC, a Cayman Island limited liability company managed by EFG-Hermes Private
Equity.
Ridgewood
Near East is owned 68.1% by The Ridgewood Power Growth Fund (“Growth Fund”),
14.1% by Ridgewood Electric Power Trust V (“Trust V”) and 17.8% by
Ridgewood/Egypt Fund (“Egypt Fund”).
The Sale
agreements, all dated as of December 10, 2009, provided that the Sellers were to
receive total proceeds of $13 million and were subject to approval by
shareholders of the Growth and Egypt Funds. The
Managing Shareholder received approval by a majority of the shares held by the
shareholders of each of the Growth and Egypt Funds and upon notification from
Growth Fund’s Senior Vice President and General Counsel, the escrow agent
released the $13 million of gross proceeds and the Sellers released all rights
to its ownership in REFI.
Upon the
consummation of the Sale, Growth Fund entered into liquidation pursuant to
Growth Fund’s Plan of Liquidation and Dissolution, a copy of which was filed as
Exhibit D to the Growth Fund consent statement. The Managing Shareholder cannot
predict when liquidation of the Growth Fund will be concluded due to a number of
factors, including on-going litigation.
The
foregoing description of the terms and provisions of the Sale in this report is
not complete and is qualified in its entirety by reference to the full text of
the Sale agreements, copies of which were filed by the Growth Fund as exhibits
to its Current Report on Form 8-K dated December 21, 2009 and are incorporated
herein by reference.
Item
5.07 Submission of Matters to a Vote of Security
Holders
On
February 8, 2010, a definitive consent statement for the Sale of REFI was filed
with the Securities and Exchange Commission and subsequently mailed to the
shareholders of the Growth Fund pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as amended, to solicit the consent of the shareholders of
the Growth Fund, in lieu of holding a special meeting of
shareholders.
There
were 658.2067 Investor Shares outstanding as of February 8, 2010, the record
date of the consent solicitation. The consent solicitation closed on March 2,
2010. The results of the consent solicitation were as follows:
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Approve:
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482.1188
shares
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Not
Approve:
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171.6129
shares (including 168.2629 shares that did not respond)
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Abstain:
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4.475
shares
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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 hereunto duly
authorized.
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THE
RIDGEWOOD POWER GROWTH FUND
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|||
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Date:
March
4, 2010
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By:
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/s/ Jeffrey H. Strasberg | |
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Name:
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Jeffrey
H. Strasberg
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Title:
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Executive
Vice President and Chief Financial Officer
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