EXHIBIT NO. 99-C
     KAMINE/BESICORP GLENCARTHAGE PARTNERSHIP
 
Financial Statements
 
December 31, 1997 and 1996
 
(With Independent Auditors' Report Thereon)
 
 
<PAGE>
Independent Auditors' Report
 
The Partners
Kamine/Besicorp GlenCarthage Partnership:
 
     We have audited the accompanying balance sheets of Kamine/Besicorp
GlenCarthage Partnership as of December 31, 1997 and 1996, and the related
statements of operations, partners' deficiency, and cash flows for each of the
years in the three-year period ended December 31, 1997. These financial
statements are the responsibility of the general partners. Our responsibility is
to express an opinion on these financial statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Kamine/Besicorp GlenCarthage
Partnership as of December 31, 1997 and 1996, and the results of its operations
and its cash flows for each of the years in the three-year period ended December
31, 1997 in conformity with generally accepted accounting principles.
 
 
 
May 12, 1998
 
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                    KAMINE/BESICORP GLENCARTHAGE PARTNERSHIP
                                 Balance Sheets
                           December 31, 1997 and 1996
 
<TABLE>
<CAPTION>
                                                                     1997           1996
                            Assets
 
 
<S>                                                            <C>            <C>
 Cash                                                            $     2,350          1,450
 Accounts receivable - Cogeneration Projects (notes 4 and 6)         757,073        716,988
                                                                  ----------     ----------
 
     Total assets                                                $   759,423        718,438
                                                                  ----------     ----------
                                                                  ----------     ----------
     Liabilities and Partners' Deficiency
Current liabilities:
 Current portion of loans payable - Cogeneration Projects
 (note 3)                                                            285,270        252,085
 Amounts due to related parties (note 7)                             121,543        128,101
 Accrued expenses                                                    235,212        196,968
                                                                  ----------     ----------
     Total current liabilities                                       642,025        577,154
 
Loans payable - Cogeneration Projects, net of current portion
 (note 3)                                                          4,366,479      4,651,749
                                                                  ----------     ----------
     Total liabilities                                             5,008,504      5,228,903
Partners' deficiency (note 2)                                     (4,249,081)    (4,510,465)
                                                                  ----------     ----------
     Total liabilities and partners' deficiency                  $   759,423        718,438
                                                                  ----------     ----------
                                                                  ----------     ----------
See accompanying notes to financial statements.
 
</TABLE>
 
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                    KAMINE/BESICORP GLENCARTHAGE PARTNERSHIP
                            Statements of Operations
                  Years ended December 31, 1997, 1996 and 1995
 
<TABLE>
<CAPTION>
 
                                                     1997         1996          1995
 
 
<S>                                             <C>          <C>          <C>
Revenue:
 Contract rights (note 4)                         $2,082,649    2,087,993     3,794,672
 Developers' cash flow fees (note 6)                 842,564      928,680       320,534
                                                   ----------   ----------   ----------
                                                   2,925,213    3,016,673     4,115,206
                                                   ----------   ----------   ----------
Operating expenses:
 Interest expense                                    492,155      518,446       545,691
 Cash flow fees (note 6)                             842,564      928,680       320,534
 Other                                                 1,850        7,425         5,700
                                                   ----------   ----------   ----------
     Total operating expenses                      1,336,569    1,454,551       871,925
                                                   ----------   ----------   ----------
     Income from operations                        1,588,644    1,562,122     3,243,281
                                                   ----------   ----------   ----------
Other incomce -- interest                                 --           --           673
                                                   ----------   ----------   ----------
     Net income                                   $1,588,644    1,562,122     3,243,954
                                                   ----------   ----------   ----------
                                                   ----------   ----------   ----------
See accompanying notes to financial statements.
 
</TABLE>
 
<PAGE>
                    KAMINE/BESICORP GLENCARTHAGE PARTNERSHIP
                       Statements of Partners' Deficiency
                  Years ended December 31, 1997, 1996 and 1995
 
<TABLE>
<CAPTION>
                                                      1997        1996        1995
 
<S>                                             <C>            <C>         <C>
Partners' deficiency at beginning of year         $(4,510,465) (4,707,049) (4,572,788)
Partners' contributions                                 5,000       5,000          --
Partners' distributions (note 2)                   (1,332,260) (1,370,538) (3,378,215)
Net income (note 2)                                 1,588,644   1,562,122   3,243,954
                                                   ----------  ----------  ----------
Partners' deficiency at end of year               $(4,249,081) (4,510,465) (4,707,049)
                                                   ----------  ----------  ----------
                                                   ----------  ----------  ----------
See accompanying notes to financial statements.
 
</TABLE>
 
<PAGE>
                    KAMINE/BESICORP GLENCARTHAGE PARTNERSHIP
                            Statements of Cash Flows
                  Years ended December 31, 1997, 1996 and 1995
 
<TABLE>
<CAPTION>
                                                           1997        1996           1995
 
<S>                                                  <C>            <C>         <C>
Cash flows from operating activities:
 Net income                                            $ 1,588,644   1,562,122      3,243,954
 Adjustments to reconcile net income to net cash
  provided by operating activities -- changes in
  operating assets and liabilities:
       (Increase) decrease in accounts receivable          (40,085)    (55,125)       185,945
       Decrease in escrow funds                                 --          --        115,810
       Decrease in amounts due to related parties           (6,558)     (6,009)       (43,379)
       Increase in accrued expenses                         38,244      85,111         23,317
                                                        ----------  ----------     ----------
          Net cash provided by operating activities      1,580,245   1,586,099      3,525,647
                                                        ----------  ----------     ----------
Cash flows from financing activities:
 Payments on long-term loan payable                       (252,085)   (222,487)      (149,625)
 Distribution to partners, net of contributions         (1,327,260) (1,365,538)    (3,378,215)
                                                        ----------  ----------     ----------
          Net cash used in financing activities         (1,579,345) (1,588,025)    (3,527,840)
                                                        ----------  ----------     ----------
          Increase (decrease) in cash                          900      (1,926)        (2,193)
Cash at beginning of year                                    1,450       3,376          5,569
                                                        ----------  ----------     ----------
Cash at end of year                                    $     2,350       1,450          3,376
                                                        ----------  ----------     ----------
                                                        ----------  ----------     ----------
Cash paid during year for interest                     $   498,713     524,455        411,581
                                                        ----------  ----------     ----------
                                                        ----------  ----------     ----------
See accompanying notes to financial statements.
 
</TABLE>
 
 
 
<PAGE>
                    KAMINE/BESICORP GLENCARTHAGE PARTNERSHIP
                         Notes to Financial Statements
                           December 31, 1997 and 1996
(1)   Organization and Summary of Significant Accounting Policies
 
     Organization
 
     Kamine/Besicorp GlenCarthage Partnership (the Partnership) is a New York
general partnership formed on October 30, 1990. The Partnership was organized to
enter into a loan agreement (the Loan Agreement) between the Partnership and
NNW, Inc. (formerly Nova Northwest, Inc.).
 
     The partners of the Partnership are Kamine Development Corp. (KDC) and Beta
Nova Inc. (a subsidiary of Besicorp Group Inc.), each of which holds a 50%
interest in the Partnership. On May 3, 1995, KDC assigned the economic rights of
its interest in the Partnership to a trust with Chase Manhattan Bank as trustee.
 
     Summary of Significant Accounting Policies
 
     Income Taxes
 
     Income taxes have not been provided since the Partnership is not a taxable
entity. The partners report their respective share of the Partnership's income
or loss on their individual income tax returns.
 
     Use of Estimates
 
     In conformity with generally accepted accounting principles, management of
the Partnership makes estimates and assumptions relating to the reporting of
assets and liabilities and revenues and expenses and the disclosure of
contingent assets and liabilities in preparing the accompanying financial
statements. Actual results could differ from those estimates.
 
     Liabilities for loss contingencies arising from claims, assessments,
litigation, fines and penalties and other sources are recorded when it is
probable that a liability has been incurred and the amount can be reasonably
estimated.
 
(2)   Allocation of Income, Losses and Cash Distributions
 
     A separate capital account has been established for each partner. Each such
account is (a) increased by the amount of such partner's capital contributions,
any profits and items of income and gain allocated to such partner, any increase
in such partner's share of the liabilities of the Partnership and the amount of
partnership liabilities assumed by the partners; and (b) decreased by the amount
of cash and the fair market value of any partnership assets distributed to such
partner, the amount of losses allocated to such partner, any decrease in such
partner's share of the liabilities of the Partnership and the amount of any
partner liabilities assumed by the Partnership.
 
(2),  Continued
 
     Profits and losses for any year or portion of such year are allocated among
the partners in proportion to their percentage ownership interests.
 
     Excess cash received by the Partnership is distributed to the partners in
accordance with their percentage ownership interests.
 
(3)   Loans Payable
 
     On October 1, 1990, the partners, doing business as the Partnership,
entered into the loan Agreement with NNW, Inc. pursuant to which $5,000,000 was
borrowed from NNW, Inc.
 
     The general partners of the Carthage and South Glens Falls cogeneration
projects (the Cogeneration Projects) guaranteed the Loan Agreement by pledging
their ownership interests in the Cogeneration Projects, to the extent permitted
under the respective limited partnerships' participation agreements, as well as
pledging their cash flow from such ownership in the event that the cash flow
development fees were insufficient to cover the loan requirements.
 
<PAGE>
     In addition, 8.5% of the operating cash flows from each of the Cogeneration
Projects has been contributed to the Partnership and is to be paid to NNW, Inc.
over the life of the Cogeneration Projects as partial consideration for the
loan, regardless of the timing of final payment of the loan.
 
     On December 22, 1994, the Partnership obtained loans aggregating $5,275,946
from the Cogeneration Projects. These loans are payable in quarterly
installments over 12 years and carried an interest rate based on either the
Commercial Paper Rate or the annual yield on ten-year U.S. Treasury obligations,
as defined, plus 4.5%. The interest rate was fixed on December 1, 1995 at 10.21%
based on the ten-year U.S. Treasury rate plus 4.5% at that time. The loan
proceeds were used to repay the outstanding loan with NNW, Inc., including
prepayment premiums.
 
     The total amounts of loans payable to the Cogeneration Projects due during
each of the next five years are as follows:
 
<TABLE>
<CAPTION>
 
<S>                               <C>
Year ending December 31:
     1998                           $  285,270
     1999                              323,098
     2000                              365,992
 
     2001                              414,268
     2002                              469,190
                                     ---------
                                     ---------
 
</TABLE>
 
 
(4)   Contract Rights
 
     The general partners have pledged their cash flow development fee rights
(contract rights) from the Cogeneration Projects to the Partnership to repay the
loans payable to the Cogeneration Projects. The contract rights are earned by
the partners when the Cogeneration Projects have generated sufficient cash to
make the required payment. As of December 31, 1997 and 1996, the Partnership has
a receivable with respect to contract rights of $523,611 and $524,020,
respectively, from the Cogeneration Projects.
 
(5)   Business and Operating Matters
 
     The Partnership was organized to enter into the Loan Agreement with NNW,
Inc., which was to be repaid from cash flows of the Cogeneration Projects. The
loan was repaid in advance of its maturity and replaced by loans from the
Cogeneration Projects. The continued operations of the Partnership are dependent
upon the Cogeneration Projects generating sufficient cash flows in order to be
able to pay the Partnership's obligations. At December 31, 1997, the Partnership
has a substantial excess of liabilities over assets. Management anticipates that
sufficient cash flows will be available from the Cogeneration Projects to pay
the Partnership's obligations.
 
     The Cogeneration Projects are principally engaged in a single line of
business, the production and sale of electric power to one customer, Niagara
Mohawk Power Corporation (NIMO). On July 10, 1997, NIMO announced that a master
restructuring agreement (MRA) was signed with respect to 29 independent power
contracts, including the ones held by the Cogeneration Projects, whereby NIMO
would restructure or terminate the independent power contracts for combinations
of cash and/or debt securities, common stock and new agreements. On March 20,
1998, the Commission issued an opinion and order with respect to the MRA
adopting the terms of settlement, subject to modifications and conditions. On
May 8, 1998, NIMO announced that third-party conditions had been satisfied or
waived by holders of 27 of independent power contracts, including the ones held
by the Cogeneration Projects. The closing date of the MRA is projected to be
June 30, 1998, but remains subject to certain conditions. The consummation of
the MRA is expected to result in the receipt of sufficient monies by the
Cogeneration Projects to enable prepayment of the remaining scheduled contract
rights amounts and provide additional developers' cash flow fees (see note 6)
for the Partnership. However, there is no assurance that the MRA will be
consummated and, accordingly, the ultimate impact on the Partnership cannot
presently be determined.
 
(6)   Developers' Cash Flow
 
     The general partners have acquired an 8.5% cash flow fee from operations in
addition to their cash flow
<PAGE>
development fee rights in the Cogeneration Projects. The general partners have
assigned these fees to the Partnership, which are being paid to NNW, Inc. as
additional consideration for the October 1, 1990 loan (see note 3). These cash
flow fees will be received over the life of the projects. At December 31, 1997
and 1996, the Partnership has outstanding receivables with respect to cash flow
fees of $233,462 and $192,968, respectively, from the Cogeneration Projects.
 
(7)   Amounts Due to Related Parties
 
     Amounts due to related parties at December 31, 1997 and 1996 consist of
accrued interest on loans from the Cogeneration Projects.
 
<PAGE>