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): October 20, 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: Rick Barraza, Ext. 1125
Calpine Prices $360 Million Preferred Equity Offering
Relating to Its Saltend Project
SAN JOSE, Calif., Oct 20, 2004 /PRNewswire-FirstCall via COMTEX/ -- Calpine
Corporation's (NYSE: CPN) indirect, wholly owned subsidiary Calpine (Jersey)
Limited has priced its $360 million offering of two-year, Redeemable Preferred
Shares at U.S. LIBOR plus 700 basis points. Calpine expects the transaction to
close on Friday, Oct. 22, 2004.
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 have been 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.
-------------------------------------------------
Charles B. Clark, Jr.
Senior Vice President and Corporate Controller,
Chief Accounting Officer
Date: October 20, 2004