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): August 2, 2005
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Other Jurisdiction of Incorporation)
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
(Address of principal executive offices and telephone number)
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:
[ ] 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
On August 2, 2005, the Registrant issued the press release attached hereto
as Exhibit 99.1.
On August 3, 2005, the Registrant issued the press release attached hereto
as Exhibit 99.2.
On August 3, 2005, the Registrant issued the press release attached hereto
as Exhibit 99.3
ITEM 9.01 -- FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
99.1. Press release, dated August 2, 2005.
99.2. Press release, dated August 3, 2005.
99.3. Press release, dated August 3, 2005.
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, Controller and
Chief Accounting Officer
Date: August 8, 2005
EXHIBIT 99.1
NEWS RELEASE
CONTACTS: (408) 995-5115
Media Relations: Katherine Potter, Ext. 1168
Investor Relations: Karen Bunton, Ext. 1121
Calpine Completes Sale of its Morris Power Plant
(SAN JOSE, Calif.) /PR Newswire - First Call/ August 2, 2005 - Calpine
Corporation [NYSE:CPN] has completed the sale of its interest in the
156-megawatt Morris Power Plant to Diamond Generating Corporation, a wholly
owned subsidiary of Mitsubishi Corporation, for approximately $84.5 million. The
sale of Morris is part of Calpine's previously announced strategic initiative
focused on reducing debt, increasing cash flow and optimizing its North American
power plant portfolio.
Calpine will use the net proceeds from this asset sale in accordance with
its existing bond indentures. The company expects to record a loss on the sale
of Morris totaling approximately $106.2 million in the quarter ended June 30,
2005.
Located in Morris, IL, the Morris Power Plant is a 156-megawatt natural
gas-fired power plant that entered into commercial operations in 1998. Morris
delivers electricity and steam to Equistar Chemicals under a long-term energy
services agreement. Calpine acquired its interest in Morris in 1999 as part of
its acquisition of Cogeneration Corporation of America.
A major power company, Calpine Corporation supplies customers and
communities with electricity from clean, efficient, natural gas-fired and
geothermal power plants. Calpine owns, leases and operates integrated systems of
plants in 21 U.S. states and three Canadian provinces. Calpine was founded in
1984. It is included in the S&P 500 Index and is publicly traded on the New York
Stock Exchange under the symbol CPN. For more information on the company, visit
www.calpine.com.
This news release discusses certain matters that may be considered
"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, 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 as identified from time-to-time in the Company's 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,
2004 , and in its Quarterly Report on Form 10-Q for the three months ended March
31, 2005, 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.
EXHIBIT 99.2
NEWS RELEASE CONTACTS: (408) 995-5115
Media Relations: Katherine Potter, Ext. 1168
Investor Relations: Karen Bunton, Ext. 1121
CCFC Terminates Offer to Purchase
9 3/4% Second Priority Senior Secured Floating Rate Notes
(SAN JOSE, Calif.) /PR Newswire - First Call/ August 3, 2005 - Calpine
Corporation's [NYSE: CPN] wholly owned subsidiary, Calpine Construction Finance
Company, L.P. ("CCFC") has terminated its previously announced offer to purchase
for cash a portion of its 9 3/4% Second Priority Senior Secured Floating Rate
Notes Due 2011 (CUSIP No. 13134YAA5) (the "Notes"). CCFC terminated its offer
for the Notes pursuant to the conditions of the offer. The conditions of the
offer, among other things, provided that CCFC shall not be required to accept
for payment, purchase or pay for any Notes tendered and may terminate the offer
if CCFC does not expect to receive the net proceeds from the proposed sale of
the Ontelanuee Energy Center on or prior to the purchase date, which is no later
than the third business day following the expiration date (August 3, 2005). Any
Notes that have been tendered will be redelivered to the tendering party.
Calpine Corporation owns, leases and operates integrated systems of plants
in 21 U.S. states and three Canadian provinces. Calpine was founded in 1984. It
is included in the S&P 500 Index and is publicly traded on the New York Stock
Exchange under the symbol CPN. For more information, visit
http://www.calpine.com.
EXHIBIT 99.3
NEWS RELEASE CONTACTS: (408) 995-5115
Media Relations: Katherine Potter, Ext. 1168
Investor Relations: Karen Bunton, Ext. 1121
Calpine Reports on Nova Scotia Court's Decision in Harbert Litigation
(SAN JOSE, Calif.) /PR Newswire - First Call/ August 3, 2005 - Calpine
Corporation [NYSE:CPN] today announced that the Supreme Court of Nova Scotia
("Court") issued its decision yesterday regarding the litigation brought by
Harbert Distressed Investment Master Fund, Ltd. ("Harbert"). This litigation
relates to the outstanding Calpine-guaranteed bonds of Calpine's subsidiary
Calpine Canada Energy Finance II ULC ("Finance II").
The Court dismissed Harbert's application for relief and denied all relief
to Harbert and all other bondholders that purchased Finance II bonds on or after
September 1, 2004. However, the Court stated that a remedy should be granted to
any bondholder, other than the Calpine respondent companies, that purchased
Finance II bonds prior to September 1, 2004 and that continues to hold those
bonds on August 2, 2005.
The Court directed Wilmington Trust Company, Trustee for the Finance II
bonds, to provide the face amount of qualifying bonds and the identity of the
holders of such bonds by August 31, 2005. The Court stated that, upon receipt of
the information from the Trustee, it will then issue a final order requiring
Calpine to maintain in the control of its subsidiary Calpine Canada Resources
Company ("CCRC") sufficient proceeds from the sale of the Saltend Energy Centre
to cover the face amount of such bonds. If there are insufficient proceeds for
this purpose, Calpine will be required to place in the control of CCRC an
additional amount which, when added to the net Saltend sale proceeds, will cover
the face value of all such bonds. The final order will further provide that CCRC
shall diligently conduct its business in a proper and efficient manner so as to
preserve and protect its business and assets. Pending the final order, the Court
issued an interim order under which Calpine must maintain the net Saltend sale
proceeds in the control of CCRC.
Any party to the proceeding has the right to appeal the final order to the
Nova Scotia Court of Appeal.
Calpine Corporation is a North American power company dedicated to
providing electric power to customers from clean, efficient, natural gas-fired
and geothermal power plants. The company generates power at plants it owns or
leases in 21 states in the United States and three provinces in Canada. The
company is included in the S&P 500. Calpine was founded in 1984 and is publicly
traded on the New York Stock Exchange under the symbol CPN. For more
information, visit www.calpine.com.