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): September 23, 2007
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 1-12079 | | 77-0212977 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
50 West San Fernando Street, San Jose, California 95113
717 Texas Avenue, Houston, Texas 77002
(Addresses of principal executive offices and zip codes)
Registrant’s telephone number, including area code: (408) 995-5115
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:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 7.01 — REGULATION FD DISCLOSURE
On September 23, 2007, Calpine Corporation and its affiliated debtors and debtors-in-possession (“Calpine” or the “Company”) filed with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) a Third Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code (the “Third Amended Plan”) and a related Disclosure Statement with respect to the Third Amended Plan (the “Third Amended Disclosure Statement”). Copies of the Third Amended Plan and the Third Amended Disclosure Statement as filed with the Bankruptcy Court are attached hereto as Exhibits 99.1 and 99.2, respectively. A copy of a press release dated September 24, 2007, announcing the filing of the Third Amended Plan and the Third Amended Disclosure Statement is attached hereto as Exhibit 99.3. Copies of the Third Amended Plan and Third Amended Disclosure Statement are also available under the Restructuring section of the Company’s website at www.calpine.com and under the “Court Documents” section of the website of the Company’s Claims and Noticing Agent at www.kccllc.net/calpine. Portions of the related amended Supplement to the Plan of Reorganization (the “Plan Supplement”), as updated from time to time, are also available under the Restructuring section of the Company’s website atwww.calpine.com and under the “Court Documents” section of the website of the Company’s Claims and Noticing Agent atwww.kccllc.net/calpine. The information set forth on the foregoing websites shall not be deemed to be a part of or incorporated by reference into this Form 8-K.
The Third Amended Plan, Third Amended Disclosure Statement and the Plan Supplement contain or discuss certain projections (the “Projections”) of financial performance for fiscal years 2007 through 2012. The Company does not, as a matter of course, publish its business plans, budgets or strategies, or make external projections or forecasts of its anticipated financial position or results of operations. The Company recommends that its stakeholders refer to the limitations and qualifications included in the Third Amended Plan, Third Amended Disclosure Statement and the Plan Supplement, as applicable, with respect to the Projections. Information contained in the Third Amended Plan, Third Amended Disclosure Statement and the Plan Supplement is subject to change, whether as a result of further amendments to the Third Amended Plan, actions of third parties or otherwise.
On September 25, 2007, the Company issued a press release announcing that the Bankruptcy Court had approved the adequacy of the Third Amended Disclosure Statement, and the solicitation and notice procedures with respect to confirmation of the Third Amended Plan of Reorganization, in each case as such Plan and Disclosure Statement may be further amended. A copy of the press release is attached hereto as Exhibit 99.4.
Limitation on Incorporation by Reference
This Report and the exhibits attached hereto are being furnished for informational purposes only and are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate the Third Amended Plan, Third Amended Disclosure Statement, the September 24, 2007 and September 25, 2007 press releases or any other information set forth in this Report by reference, except as otherwise expressly stated in such filing. This Report will not be deemed an admission as to the materiality of any information that is required to be disclosed solely by Regulation FD.
Forward-Looking Statements
In addition to historical information, the Third Amended Plan, Third Amended Disclosure Statement, and the Plan Supplement, as well as the September 24, 2007 and September 25, 2007 press releases contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will” and similar expressions identify forward-looking statements. Such statements include, among others, those concerning the Company’s expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) the risks and uncertainties associated with the Company’s Chapter 11 cases and Companies’ Creditors Arrangement Act proceedings, including its ability to successfully reorganize and emerge from Chapter 11; (ii) its ability to implement its business plan; (iii) financial results that may be volatile and may not reflect historical trends; (iv) seasonal fluctuations of results; (v) potential volatility in earnings associated with fluctuations in prices for commodities such as natural gas and power; (vi) its ability to manage liquidity needs and comply with financing obligations; (vii) the direct or indirect effects on the Company’s business of its impaired credit including increased cash collateral requirements in connection with the use of commodity contracts; (viii) transportation of natural gas and transmission of electricity; (ix) the expiration or termination of
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power purchase agreements and the related results on revenues; (x) risks associated with the operation of power plants including unscheduled outages; (xi) factors that impact the output of its geothermal resources and generation facilities, including unusual or unexpected steam field well and pipeline maintenance and variables associated with the waste water injection projects that supply added water to the steam reservoir; (xii) risks associated with power project development and construction activities; (xiii) its ability to attract, retain and motivate key employees; (xiv) its ability to attract and retain customers and counterparties; (xv) competition; (xvi) risks associated with marketing and selling power from plants in the evolving energy markets; (xvii) present and possible future claims, litigation and enforcement actions; (xviii) effects of the application of laws or regulations, including changes in laws or regulations or the interpretation thereof; and (xix) other risks identified in this Report, the Plan Supplement or the exhibits hereto, or in the Company’s annual and quarterly reports on Forms 10-K and 10-Q. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
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| Exhibit No. | | Description |
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| 99.1 | | Debtors’ Third Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code |
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| 99.2 | | Third Amended Disclosure Statement for Debtors’ Third Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code |
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| 99.3 | | Press Release dated September 24, 2007 |
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| 99.4 | | Press Release dated September 25, 2007 |
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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.
CALPINE CORPORATION
| | | | | |
| | | |
| | By: | /s/ Gregory L. Doody | |
| | | Gregory L. Doody | |
| | | Executive Vice President, General Counsel
and Secretary | |
| |
Date: September 25, 2007
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Exhibit Index
| | | |
| Exhibit No. | | Description |
| | | |
| 99.1 | | Debtors’ Third Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code |
| | | |
| 99.2 | | Third Amended Disclosure Statement for Debtors’ Third Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code |
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| 99.3 | | Press Release dated September 24, 2007 |
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| 99.4 | | Press Release dated September 25, 2007 |
