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 17, 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
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
NEWS RELEASE CONTACTS: 408-995-5115
Media Relations: Katherine Potter, Ext. 1168
Investor Relations: Karen Bunton, Ext. 1121
Calpine Announces $360 Million Preferred Equity Offering
Relating to its Saltend Project
(SAN JOSE, CALIF.) Sept. 17, 2004 - Calpine Corporation [NYSE:CPN] today
announced that Calpine (Jersey) Limited, a new company being formed as an
indirect, wholly owned subsidiary of Calpine, intends to commence an offering of
$360 million of two-year Redeemable Preferred Shares. The offering is subject to
the receipt of certain regulatory approvals.
The proceeds of the offering of the Redeemable Preferred Shares will be
initially loaned to Calpine's 1,200-megawatt Saltend cogeneration power plant
located in Hull, Yorkshire, England, and the payments of principal and interest
on such loan will fund payments on the Redeemable Preferred Shares. The net
proceeds of the Redeemable Preferred Shares offering will ultimately be used as
permitted by the company's indentures.
The Redeemable Preferred Shares have not been registered under the
Securities Act of 1933, and may not be offered in the United States absent
registration or an applicable exemption from registration requirements. The
Redeemable Preferred Shares will be offered in a private placement in the United
States under Regulation D under the Securities Act of 1933 and outside of the
United States pursuant to Regulation S under the Securities Act of 1933. This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy. Securities laws applicable to private placements limit the extent
of information that can be provided at this time.
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.
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Charles B. Clark, Jr.
Senior Vice President and Corporate Controller,
Chief Accounting Officer
Date: September 21, 2004