Table of
Contents


UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 (Mark
One)
 
 x
              QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
quarterly period ended March 31, 2009
 or
  o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
transition period from _____ to _____
 
 Commission
file number:   0-21304
 
 RIDGEWOOD
ELECTRIC POWER TRUST II
 (Exact
Name of Registrant as Specified in Its Charter)
 
 Delaware
                
                22-3206429(State
      of Other Jurisdiction
                  of
      Incorporation or Organization)
                
                (I.R.S.
      Employer Identification No.)
 
 1314
      King Street, Wilmington, Delaware
                
                19801(Address
      of Principal Executive Offices)
                
                (Zip
      Code)
  (302)
      888-7444(Issuer’s
      Telephone Number, Including Area Code)
 
 (Former
      name, former address and former fiscal year, if changed since last
      report)
 
 Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x  No o
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes o  No o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
  Large
      accelerated filer o
                      Accelerated
      filer o
                      Non-accelerated
      filer o
                      Smaller reporting company x(Do
      not check if a smaller reporting company)
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes oNo x
 
 As of
April 30, 2009, there were 235.3775 Investor Shares outstanding.
  
 Table of Contents
 FORM
      10-QTABLE OF
      CONTENTSPART
      I.
                                                      FINANCIAL
      INFORMATION
                                                      PageItem 1.
                                                      Financial Statements
                                                      1Item 2.
                                                      Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                                                      8Item 3.
                                                      Quantitative and Qualitative Disclosures About Market
      Risk
                                                      9Item 4.
                                                      Controls and Procedures
                                                      9PART
      II.
                                                      OTHER
      INFORMATIONItem 1.
                                                      Legal Proceedings
                                                      9Item 1A.
                                                      Risk Factors
                                                      10Item 2.
                                                      Unregistered Sales of Equity Securities and Use of
      Proceeds
                                                      10Item 3.
                                                      Defaults Upon Senior Securities
                                                      10Item 4.
                                                      Submission of Matters to a Vote of Security
      Holders
                                                      10Item 5.
                                                      Other Information
                                                      10Item 6.
                                                      Exhibits
                                                      11SIGNATURES
                                                      12
  
 Table of Contents
  PART
I.   FINANCIAL INFORMATION
  ITEM
1.   FINANCIAL STATEMENTS
 
 
 RIDGEWOOD
      ELECTRIC POWER TRUST IICONDENSED
      CONSOLIDATED STATEMENTS OF NET ASSETS
                    (Liquidation
      Basis)(in
      thousands)March
      31,
                  
                  
                  December 31,2009
                  
                  
                  2008(unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                  
                  $
                  1,927
                  
                  
                  $
                  4,149Due
      from affiliates
                  
                  
                  -
                  
                  
                  
                  170Other
      current assets
                  
                  
                  45
                  
                  
                  
                  61Total
      assets
                  
                  $
                  1,972
                  
                  
                  $
                  4,380LIABILITIES
      AND NET ASSETSCurrent
      liabilities:Accounts
      payable and accrued expenses
                  
                  $
                  435
                  
                  
                  $
                  422Net
      assets in liquidation
                  
                  $
                  1,537
                  
                  
                  $
                  3,958
 
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  1
 Table of Contents
 
 
 RIDGEWOOD
      ELECTRIC POWER TRUST IICONDENSED
      CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS(Liquidation
      Basis)(unaudited,
      in thousands, except per share data)Three
      Months Ended
                  March 31, 2009Net
      assets in liquidation, beginning of period
                
                $
                3,958Settlement
      of PG&E litigation
                
                
                500Estimated
      site reclamation accrual
                
                
                (100
                )Liquidation
      distribution
                
                
                (2,589
                )Adjustment
      to liquidation accruals
                
                
                (25
                )Other
      changes in working capital components, net
                
                
                (207
                )Net
      assets in liquidation, end of period
                
                $
                1,537Distributions
      per Investor Share
                
                $
                11,000
 
  
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  2
 Table of Contents
 RIDGEWOOD
      ELECTRIC POWER TRUST IICONDENSED
      CONSOLIDATED STATEMENT OF OPERATIONS(Going
      Concern Basis)(unaudited,
      in thousands, except per share data)Three
      Months Ended
                    March 31, 2008Cost
      of revenues
                  
                  $
                  72Gross
      loss
                  
                  
                  (72
                  )Operating
      expenses:General
      and administrative expenses
                  
                  
                  433Management
      fee to Managing Shareholder
                  
                  
                  19Total
      operating expenses
                  
                  
                  452Loss
      from operations
                  
                  
                  (524
                  )Interest
      income
                  
                  
                  34Net
      loss
                  
                  $
                  (490
                  )Managing
      Shareholder - Net loss
                  
                  $
                  (5
                  )Shareholders
      - Net loss
                  
                  
                  (485
                  )Net
      loss per Investor Share
                  
                  
                  (2,061
                  )
 
  
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  3
 Table of Contents
 RIDGEWOOD
      ELECTRIC POWER TRUST IICONDENSED
      CONSOLIDATED STATEMENT OF CASH FLOWS(Going
      Concern Basis)(unaudited,
      in thousands)Three
      Months Ended
                    March 31, 2008Cash
      flows from operating activities:Net
      cash used in operating activities
                  
                  $
                  (564
                  )Cash
      and cash equivalents, beginning of period
                  
                  
                  5,250Cash
      and cash equivalents, end of period
                  
                  $
                  4,686
 
  
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  4
 Table of Contents
  RIDGEWOOD
ELECTRIC POWER TRUST II
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited,
dollar amounts in thousands)
 1.  
  DESCRIPTION OF BUSINESS
 
 Ridgewood
Electric Power Trust II (the “Trust”) is a Delaware trust formed in November
1992. The Trust began offering shares in January 1993 and concluded its offering
in January 1994. The Trust was organized primarily to make investments in
projects and businesses in the energy and infrastructure sectors. Ridgewood
Renewable Power LLC (the “Managing Shareholder”), a New Jersey limited liability
company, is the Managing Shareholder.
 
 The
Trust’s accompanying condensed consolidated financial statements include the
accounts of the Trust and its wholly-owned subsidiary, Sunnyside Cogeneration
Partners, L.P. (“Monterey”). Monterey operated a 5.5 megawatt cogeneration
project located in California, which suspended its operations in January 2006.
The plant has since been dismantled and the site is undergoing final site
reclamation. The Trust has not had any operating revenues since it suspended
Monterey’s operations, though it continues to incur certain expenses such
as ground lease and maintenance expenses relating to its idle
facility.
 
 On
December 26, 2008, the Trust’s shareholders approved the dissolution and
liquidation of the Trust pursuant to the Plan of Dissolution and Liquidation of
Ridgewood Electric Power Trust II (the “Plan of Dissolution”). Under the Plan of
Dissolution, the business of the Trust has shifted, and has become limited to
the disposal of its remaining assets and resolution of its remaining
liabilities. Upon the completion of these activities, the Managing Shareholder
expects to distribute any remaining cash to the Trust’s shareholders and then
proceed to terminate the Trust and its reporting obligations under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
 
 On March
6, 2009, the Trust made an initial liquidation distribution of $2,589 to the
holders of investor shares of beneficial interest (“Investor Shares”). The Trust
is required to make adequate provisions to satisfy its known
and unknown liabilities, which could substantially delay or limit
the Trust’s ability to make future distributions to shareholders. The
process of accounting for the Trust’s liabilities, including those that are
presently unknown, may involve difficult valuation decisions, which could
adversely impact the Trust’s ability to make distributions in a timely
manner.
 
 The Plan
of Dissolution gives sole authority to the Managing Shareholder to conduct the
Trust’s dissolution, liquidation and termination without additional shareholder
approval. As of May 6, 2009, the Trust has not been liquidated due to certain
environmental issues regarding the winding down activities of Monterey, as
discussed in Note 5.
  2.   
 BASIS OF PRESENTATION
 
 The
accompanying unaudited condensed consolidated financial statements have been
prepared pursuant to the rules of the United States Securities and Exchange
Commission (the “SEC”) and, in the opinion of management, include all
adjustments that are necessary for a fair presentation of the consolidated
financial statements. Certain information and footnote disclosures normally
included in consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States of
America (“GAAP”) have been condensed or omitted pursuant to SEC rules.
These condensed consolidated financial statements should be read in conjunction
with the Trust’s Annual Report on Form 10-K for the year ended December 31,
2008, filed with the SEC on March 27, 2009 (the “2008 Form 10-K”). No
significant changes have been made to the Trust’s accounting policies and
estimates disclosed in its 2008 Form 10-K.
 
 The
condensed consolidated financial statements for the three months ended March 31,
2008, were prepared on the going concern basis of accounting, which contemplates
realization of assets and satisfaction of liabilities in the normal course of
business. As a result of the approval of the Trust’s Plan of Dissolution, the
Trust adopted the liquidation basis of accounting, effective December 27, 2008.
This basis of accounting is considered appropriate when, among other things,
liquidation of the Trust is probable. Under this basis of accounting, assets are
valued at their net realizable values and liabilities are valued at their
estimated settlement amounts. The conversion from going concern to liquidation
basis of accounting required management to make significant estimates and
assumptions. On an ongoing basis, the Trust evaluates the estimates and
assumptions that can have a significant impact on the Trust’s reported net
assets in liquidation. Actual costs and income may differ from these estimates.
If there are delays in liquidating the Trust, actual costs incurred during the
liquidation process may increase, reducing the amounts available for future
distribution.
  5
 Table of Contents
  RIDGEWOOD
ELECTRIC POWER TRUST II
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited,
dollar amounts in thousands)
 3.     CASH
AND CASH EQUIVALENTS
 
 The Trust
considers all highly liquid investments with maturities, when purchased, of
three months or less as cash and cash equivalents. At March 31, 2009, cash
and cash equivalents did not exceed insured limits.
 
 4.    
TRANSACTIONS WITH MANAGING SHAREHOLDER
 
 The Trust
operates pursuant to the terms of a management agreement whereby the Trust is
obligated to pay the Managing Shareholder an annual management fee equal to 1.5%
of the Trust’s prior year net asset value. Management fees recorded were $16 and
$19 for the quarters ended March 31, 2009 and 2008,
respectively.
 
 In March
2009, the Managing Shareholder contributed $152 to the Trust representing its
negative tax basis capital account at December 31, 2008.
 
 5.    
COMMITMENTS AND CONTINGENCIES
  The Trust
will continue to incur expenses through the liquidation process. The Trust will
continue to evaluate the estimates and assumptions that can have a significant
impact during liquidation.
 
 Monterey
has a non-cancelable operating lease which expires in May 2021. Future minimum
lease payments as of December 31, 2008 are approximately $12 per annum along
with the delivery of by-product steam.  In connection with this lease,
Monterey has not delivered by-product steam since it was shut down in January
2006. As a result, Monterey may be subject to penalties by the lessor. No claims
have been asserted by the lessor as of May 6, 2009.
 
 In
November 2008, Monterey entered into an agreement to terminate the ground lease
whereby among other things, Monterey will remove the equipment and complete any
required environmental clean-up. Monterey has since removed the equipment, and
in February 2009, as part of its wind down activities, Monterey identified a
potential soil contamination issue that has been reported to the County of
Monterey Board of Health, as required under applicable regulations. These
expenses are estimated at $100 and have been reflected as a reduction in net
assets. Actual expenses could vary significantly from this estimate. The Trust
expects that Monterey will coordinate these activities with the Board of Health.
Upon completion of the clean-up work, Monterey anticipates terminating the
ground lease, without penalty.
 
 Monterey
received notice on December 1, 2005, from Pacific Gas and Electric Company
(“PG&E”) directing Monterey to increase its operations from 13 hours, 5 days
a week to 24 hours, 7 days a week. However, PG&E had been operating or
"dispatching" Monterey on a 13 by 5 basis for over 15 years.  Monterey
determined that it could not operate profitably on such a 24 by 7 schedule and
was concerned that if it only operated on a 13 by 5 basis, PG&E might refuse
to pay for delivered electricity. Monterey requested that PG&E allow
Monterey to limit its operations to the 13 by 5 basis, but this request was
denied. As a result, effective January 9, 2006, Monterey ceased its operations.
Monterey and PG&E filed lawsuits against the other for breach of
contract.
 
 Monterey
filed a complaint against PG&E in the San Francisco Superior Court on May
16, 2006 (the “Monterey Complaint”).  The Monterey Complaint sought damages
for breach of contract and breach of the implied covenant of good faith and fair
dealing, asserted a claim for declaratory relief against PG&E, and sought a
judicial determination that PG&E’s conduct materially breached the parties’
agreement and justified Monterey’s suspension of performance. Monterey
sought damages against PG&E estimated at approximately $5,000.
 
 On May
14, 2007, PG&E filed a complaint in San Francisco Superior Court against
Monterey (the “PG&E Complaint”).  The PG&E Complaint arose out of
the same transactions and occurrences that gave rise to the Monterey Complaint
against PG&E.  PG&E asserted claims for compensatory damages for
breach of contract and breach of the implied covenant of good faith and fair
dealing as well as “restitution” of capacity payments made to Monterey on a
theory of unjust enrichment, and declaratory relief for repayment of capacity
payments made to Monterey. PG&E sought restitution damages against
Monterey estimated at approximately $4,800.
  6
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST II
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited,
dollar amounts in thousands)
 The
claims made by PG&E were made solely against Monterey and did not involve
any claims against the Trust. In March 2008, Monterey and PG&E reached a
settlement agreement whereby PG&E would pay Monterey $500, each party would
release the other from all claims and the electricity contract with PG&E
would terminate. This settlement was contingent upon receipt of final and
non-appealable approval from the California Public Utilities Commission (“CPUC”)
of PG&E’s ability to recover the settlement amount in its rate base. CPUC
granted the approval on December 4, 2008, but was subject to CPUC appeal
procedures which expired in January 2009. On January 12, 2009, PG&E paid
$500 to Monterey and since then, both PG&E and Monterey have filed final
dismissals of their lawsuits.
 
 On August
16, 2006, the Trust and several affiliated entities, including the Managing
Shareholder, filed lawsuits against the former independent registered public
accounting firm for the Trust and several affiliated entities, Perelson Weiner
LLP (“Perelson Weiner”), in New Jersey Superior Court. The suit alleged
professional malpractice and breach of contract in connection with audit and
accounting services performed for the Trust and other plaintiffs by Perelson
Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against the
Trust and other plaintiffs, alleging breach of contract due to unpaid invoices
with a combined total of approximately $1,200. Discovery is ongoing and no trial
date has been set. The costs and expenses of this litigation, including
adverse judgments, if any, are being paid for by the Managing Shareholder and
affiliated management companies and not the underlying investment
funds.
 
 The Trust
is also subject to legal proceedings involving ordinary and routine claims
related to its business. The ultimate legal and financial liability with
respect to such matters cannot be estimated with certainty and requires the use
of estimates in recording liabilities for potential litigation settlements.
Estimates for losses from litigation are disclosed if considered reasonably
possible and accrued if considered probable after consultation with outside
counsel. If estimates of potential losses increase or the related facts and
circumstances change in the future, the Trust may be required to record
additional litigation expense. While it is not possible to predict the
outcome of the litigation discussed above with certainty and some lawsuits,
claims or proceedings may be disposed of unfavorably to the Trust, based on its
evaluation of matters which are pending or asserted, the Trust’s management
believes the disposition of such matters will not have a material adverse effect
on the Trust’s business or its financial statements.
    7
 Table of Contents
  ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
 Forward-Looking
Statements
  Certain
statements discussed in this item and elsewhere in this Quarterly Report on Form
10-Q constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
generally relate to the Trust’s plans, objectives and expectations for future
events and include statements about the Trust’s expectations, beliefs, plans,
objectives, intentions, assumptions and other statements that are not historical
facts. These statements are based upon management’s opinions and estimates
as of the date they are made. Although management believes that the expectations
reflected in these forward-looking statements are reasonable, such
forward-looking statements are subject to known and unknown risks and
uncertainties that may be beyond the Trust’s control, which could cause actual
results, performance and achievements to differ materially from the results,
performance and achievements projected, expected, expressed or implied by the
forward-looking statements. Examples of events that could cause actual results
to differ materially from historical results or those anticipated include,
without limitation, possible contingent liabilities and risks associated
with the dissolution and liquidation of the Trust, costs incurred in
connection with carrying out the Plan of Dissolution, the actual timing of
liquidating distributions, and the outcome of the litigation described in Part
I, Item 1, Note 5. “Commitments and Contingencies” of this report. Additional
information concerning the factors that could cause actual results to differ
materially from those in the forward-looking statements is contained in
Item 7. “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and elsewhere in the Trust’s 2008 Form 10-K. The Trust
undertakes no obligation to publicly revise any forward-looking statements or
cautionary factors, as a result of new information, future events or otherwise,
except as required by law.
 
 Liquidation
Basis of Accounting
 
 The
condensed consolidated financial statements for the three months ended March 31,
2008, were prepared on the going concern basis of accounting, which contemplates
realization of assets and satisfaction of liabilities in the normal course of
business. As a result of the approval of the Trust’s Plan of Dissolution, the
Trust adopted the liquidation basis of accounting. This basis of accounting is
considered appropriate when, among other things, liquidation of the Trust is
probable. Under this basis of accounting, assets are valued at their net
realizable values and liabilities are valued at their estimated settlement
amounts. The valuation of assets and liabilities requires management to make
significant estimates and assumptions.
 
 Upon
conversion to the liquidation basis of accounting, the Trust accrued known
estimated values of assets expected to be received and known estimated costs to
be incurred in liquidation. The Trust will continue to incur operating costs and
receive income from its cash and cash equivalents. On an ongoing basis, the
Trust evaluates the estimates and assumptions that can have a significant impact
on the Trust’s reported net assets in liquidation. Actual costs and income may
differ materially and adversely from these estimates. If there are delays in
liquidating the Trust, actual costs incurred during the liquidation process may
increase, reducing the amounts available for future distribution.
 
 Critical
Accounting Policies and Estimates
 
 The
discussion and analysis of the Trust’s financial condition and results of
operations are based upon the Trust’s condensed consolidated financial
statements, which have been prepared in conformity with GAAP. In preparing these
financial statements, the Trust is required to make certain estimates, judgments
and assumptions that affect the reported amount of the Trust’s assets,
liabilities, revenues and expenses including the disclosure of contingent assets
and liabilities, as well as the reported amounts of changes in net
assets. The estimates also affect the reported estimated value of net
realizable assets and settlement of liabilities. The Trust evaluates these
estimates and assumptions on an ongoing basis. The Trust bases its estimates and
assumptions on historical experience and on various other factors that the Trust
believes to be reasonable at the time the estimates and assumptions are made.
However, future events and their effects cannot be predicted with absolute
certainty. Therefore, the determination of estimates requires the exercise of
judgment. Actual results may differ from these estimates and assumptions under
different circumstances or conditions, and such differences may be material to
the condensed consolidated financial statements. No material changes have been
made to the Trust’s critical accounting policies and estimates disclosed in its
2008 Form 10-K.
 
 8
 Table of Contents
 
 Results
of Operations and Changes in Financial Condition
 
 As the
Trust adopted the liquidation basis of accounting effective December 27, 2008,
any costs incurred and income received in 2009 will be included in the condensed
consolidated statement of changes in net assets. Condensed consolidated
statement of operations and statement of cash flows are presented on a going
concern basis of accounting and therefore only include results for the three
months ended March 31, 2008 and, as a result, no comparative discussion is
presented.
 
 Future
Liquidity and Capital Resource Requirements
 
 The Trust
believes that it has sufficient remaining cash and cash equivalents to provide
working capital while the Trust is in liquidation. The Trust intends to
distribute excess cash, if any, to its shareholders after liquidating its assets
and satisfying its liabilities.
 
 Off-Balance
Sheet Arrangements and Contractual Obligations and Commitments
 
 There
have been no material changes in the off-balance sheet arrangements and
contractual obligations and commitments disclosed in the Trust's 2008
Form 10-K.
 
 ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
 
 Not
required.
 
 ITEM 4.  CONTROLS
AND PROCEDURES
 
 In
accordance with Rule 13a-15(b) of the Exchange Act, the Trust’s Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of the
Trust’s disclosure controls and procedures, as defined in Exchange Act Rule
13a-15(e). Based on this evaluation, the Trust’s Chief Executive Officer and
Chief Financial Officer concluded that the Trust’s disclosure controls and
procedures were effective as of the end of the period covered by this report to
ensure that information required to be disclosed by a registrant in reports
filed pursuant to the Exchange Act are recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms and that
information required to be disclosed by a registrant is accumulated and
communicated to senior management so as to allow timely decisions regarding
required disclosure.
  Changes
in Internal Control over Financial Reporting
 
 The
Trust’s Chief Executive Officer and Chief Financial Officer have concluded that
there was no change in the Trust's internal control over financial reporting (as
such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred
during the quarter ended March 31, 2009 that has materially affected, or is
reasonably likely to materially affect, the Trust’s internal control over
financial reporting.
 
 PART
II.  OTHER INFORMATION
 
 ITEM 1.  LEGAL
PROCEEDINGS
 
 Monterey
received notice on December 1, 2005, from PG&E directing Monterey to
increase its operations from 13 hours, 5 days a week to 24 hours, 7 days a week.
However, PG&E had been operating or "dispatching" Monterey on a 13 by 5
basis for over 15 years.  Monterey determined that it could not
operate profitably on such a 24 by 7 schedule and was concerned that if it only
operated on a 13 by 5 basis, PG&E might refuse to pay for delivered
electricity. Monterey requested that PG&E allow Monterey to limit its
operations to the 13 by 5 basis, but this request was denied. As a result,
effective January 9, 2006, Monterey ceased its operations. Monterey and PG&E
filed lawsuits against the other for breach of contract.
 
 Monterey
filed a complaint against PG&E in the San Francisco Superior Court on May
16, 2006.  The Monterey Complaint sought damages for breach of contract and
breach of the implied covenant of good faith and fair dealing, asserted a claim
for declaratory relief against PG&E, and sought a judicial determination
that PG&E’s conduct materially breached the parties’ agreement and justified
Monterey’s suspension of performance. Monterey sought damages against
PG&E estimated at approximately $5 million.
  9
 Table of Contents
 
 On May
14, 2007, PG&E filed a complaint in San Francisco Superior Court against
Monterey.  The PG&E Complaint arose out of the same transactions and
occurrences that gave rise to the Monterey Complaint against PG&E. 
PG&E asserted claims for compensatory damages for breach of contract and
breach of the implied covenant of good faith and fair dealing as well as
“restitution” of capacity payments made to Monterey on a theory of unjust
enrichment, and declaratory relief for repayment of capacity payments made to
Monterey. PG&E sought restitution damages against Monterey estimated at
approximately $4.8 million.
 
 The
claims made by PG&E were made solely against Monterey and did not involve
any claims against the Trust. In March 2008, Monterey and PG&E reached a
settlement agreement whereby PG&E would pay Monterey $500,000, each party
would release the other from all claims and the electricity contract with
PG&E would terminate. This settlement was contingent upon receipt of final
and non-appealable approval from the CPUC of PG&E’s ability to recover the
settlement amount in its rate base. CPUC granted the approval on December 4,
2008, but was subject to CPUC appeal procedures which expired in January 2009.
On January 12, 2009, PG&E paid $500,000 to Monterey and since then, both
PG&E and Monterey have filed final dismissals of their
lawsuits.
 
 On August
16, 2006, the Trust and several affiliated entities, including the Managing
Shareholder, filed lawsuits against the former independent registered public
accounting firm for the Trust and several affiliated entities, Perelson Weiner,
in New Jersey Superior Court. The suit alleged professional malpractice and
breach of contract in connection with audit and accounting services performed
for the Trust and other plaintiffs by Perelson Weiner. On October 20, 2006,
Perelson Weiner filed a counterclaim against the Trust and other plaintiffs,
alleging breach of contract due to unpaid invoices with a combined total of
approximately $1.2 million. Discovery is ongoing and no trial date has been
set. The costs and expenses of this litigation, including adverse
judgments, if any, are being paid for by the Managing Shareholder and affiliated
management companies and not the underlying investment funds.
 
 ITEM 1A.  RISK
FACTORS
  Not
required.
  ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
  None.
  ITEM 3.  DEFAULTS
UPON SENIOR SECURITIES
  None.
  ITEM 4.  SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
  None.
  ITEM 5.  OTHER
INFORMATION
  None.
   
 10
 Table of Contents
 
 ITEM
6.  EXHIBITS
 
 Exhibit No.
                  
                  Description31.1
                  *
                  Certification
      of Randall D. Holmes, Chief Executive Officer of the Registrant, pursuant
      to Securities Exchange Act Rule 13a-14(a)31.2
                  *
                  Certification
      of Jeffrey H. Strasberg, Chief Financial Officer of the Registrant,
      pursuant to Securities Exchange Act Rule 13a-14(a)32
                  *
                  Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, signed by Randall D. Holmes, Chief
      Executive Officer of the Registrant, and Jeffrey H. Strasberg, Chief
      Financial Officer of the
Registrant
 
 *           Filed
herewith.
     11
 Table of Contents
  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.
  
 RIDGEWOOD
      ELECTRIC POWER TRUST IIDate: 
      May 6, 2009
                By:
                /s/ 
      Randall D. HolmesRandall
      D. HolmesPresident
      and Chief Executive Officer(Principal
      Executive Officer)
   Date: 
      May 6, 2009
                By:
                /s/ 
      Jeffrey H. StrasbergJeffrey
      H. StrasbergExecutive
      Vice President and Chief Financial Officer(Principal
      Financial and Accounting Officer)
 
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