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): February 9, 2004
CALPINE CORPORATION
(A Delaware Corporation)
Commission File Number: 001-12079
I.R.S. Employer Identification No. 77-0212977
50 West San Fernando Street
San Jose, California 95113
Telephone: (408) 995-5115
ITEM 5. OTHER EVENTS
NEWS RELEASE CONTACTS: 408-995-5115
Media Relations: Katherine Potter, x1168
Investor Relations: Rick Barraza, x1125
Calpine Commences Tender Offer for 4% Convertible
Senior Notes Due 2006
(SAN JOSE, Calif.), /PRNewswire-FirstCall/ Feb. 9, 2004 -- Calpine
Corporation [NYSE:CPN], a leading North American power company, today announced
a cash tender offer for the outstanding principal amount on its 4% Convertible
Senior Notes Due December 26, 2006 (Notes). The tender offer will expire at 5:00
p.m. Eastern Standard Time on March 9, 2004, unless extended or earlier
terminated. The tender offer is not subject to the receipt of any minimum amount
of tenders.
Calpine is purchasing the Notes in order to reduce outstanding debt and
reduce interest expense. The tender offer will be funded from proceeds from a
recently completed private placement of 4 3/4% Contingent Convertible Notes Due
2023. Calpine is offering to purchase the Notes at a repurchase price equal to
their par value plus accrued and unpaid interest up to, but excluding, the date
the Notes are paid for pursuant to the offer.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities and no recommendation is made as to whether or not
holders of Notes should tender their Notes pursuant to the offer. The offer is
made only by the Offer to Purchase, dated February 9, 2004.
The terms and conditions of the tender offer appear in Calpine's Offer to
Purchase, dated February 9, 2004, and the related Letter of Transmittal. Copies
of these and other related documents will be filed with the Securities and
Exchange Commission (SEC) today as exhibits to Schedule TO, and will be provided
to the holders of the Notes. These documents contain important information about
Calpine, the Notes, Calpine's offer to purchase the Notes and related matters.
Holders of the Notes are urged to read these documents carefully when they
become available, because they will contain important information about the
offer. Investors and holders can obtain free copies of the Schedule TO, Offer to
Purchase and Letter of Transmittal and other documents filed with the SEC by
Calpine through the web site maintained by the SEC at www.sec.gov. Investors and
holders can obtain free copies of these documents directly from Calpine by
contacting the company at: Calpine Corporation, 50 West San Fernando Street, San
Jose, California 95113, attention: Lisa M. Bodensteiner, Assistant Secretary,
telephone: (408) 995-5115. In addition, Calpine has retained Deutsche Bank
Securities Inc. to act as Dealer Manager in connection with the offer. Questions
about the offer may be directed to MacKenzie Partners, Inc., the information
agent for the offer, at (800) 322-2885 or (212) 929-5500.
Calpine Corporation, celebrating its 20th year in power in 2004, is a
leading North American power company dedicated to providing electric power to
wholesale and industrial customers from clean, efficient, natural gas-fired and
geothermal power facilities. The company generates power at plants it owns or
leases in 21 states in the United States, three provinces in Canada and in the
United Kingdom. Calpine is also the world's largest producer of renewable
geothermal energy, and owns or controls approximately one trillion cubic feet
equivalent of proved natural gas reserves in Canada and the United States. The
company was founded in 1984 and is publicly traded on the New York Stock
Exchange under the symbol CPN. For more information about Calpine, visit
www.calpine.com
This news release contains "forward-looking" statements, including
statements regarding the intent, belief or current expectations of Calpine
Corporation ("the Company") and its management. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties that could
materially affect actual results, including risks identified from time-to-time
in our reports and registration statements filed with the SEC, including the
risk factors identified in its Annual Report on Form 10-K for the year ended
December 31, 2002, updated on Form 8-K on October 23, 2003, and its quarterly
report on Form 10-Q for the quarter ended September 30, 2003, which can be found
on the Company's website at www.calpine.com. All information set forth in this
news release is as of today's date, and the Company undertakes no duty to update
this information.
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/ Charles B. Clark, Jr.
-------------------------
Charles B. Clark, Jr.
Senior Vice President and Controller
Chief Accounting Officer
Date: February 9, 2004