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): November 22, 2005
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
Commission File Number: 001-12079
I.R.S. Employer Identification Number: 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 November 22, 2005, the Registrant issued the press release attached
hereto as Exhibit 99.1.
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 November 22, 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: November 28, 2005
EXHIBIT INDEX
Exhibit Description
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99.1 Press release dated November 22, 2005
================================================================================
EXHIBIT 99.1
NEWS RELEASE
Media Relations: Katherine Potter Investor Relations: Karen Bunton
408-792-1168 408-792-1121
kpotter@calpine.com kbunton@calpine.com
Calpine Provides Update on Court Ruling on Action Against
Trustees for Secured Note Holders
Decision on Timing to Implement Remedy Still Pending
(SAN JOSE, Calif.) /PR Newswire - First Call/ Nov. 22, 2005 - Calpine
Corporation [NYSE:CPN] provided the following update to today's Delaware Court
of Chancery's ruling in its action against The Bank of New York, as collateral
trustee (Collateral Trustee) for Calpine's Senior Secured Note Holders, and
Wilmington Trust Company, as indenture trustee for Calpine's First Lien Notes
(First Lien Trustee), and as indenture trustee for Calpine's Second Lien Notes
(Second Lien Trustee). In his ruling, Vice Chancellor Leo E. Strine, Jr.
concluded that Calpine's use of approximately $313 million of proceeds from the
sale of its domestic gas assets to purchase certain gas storage inventory
violated the second lien indenture and use of the proceeds for similar contracts
is impermissible. Approximately $400 million from the sale of the company's
domestic gas assets remains in an account at the Bank of New York. Calpine is
still permitted to use its natural gas asset sale proceeds to purchase certain
natural gas assets or repurchase certain secured debt in accordance with the
company's indentures.
Vice Chancellor Strine has not ruled on the appropriate timing to implement
the remedy for his decision and noted the following:
>> The First Lien Trustee lacks standing to request a remedy.
>> The Second Lien Trustee's tardiness warrants a deferral of the
restorative remedy determination and delayed decision on when
restoration of the $313 million plus some modest interest will be
returned to Calpine's account at the Bank of New York. The
primary question is when restoration has to occur and what timing
flexibility Calpine will have to devote those restored proceeds
to the purchase of proper Designated Assets or First Lien Notes.
The lateness of the Second Lien Trustee in filing the
counterclaims will be taken into account in that remedial
calculus.
>> The question of remedy is deferred until Calpine has answered the
Second Lien Trustee's counterclaims (which it shall do by
November 28, 2005) and conferred with the Second Lien Trustee. In
the absence of agreement between the parties as to remedy, the
parties must present expedited submissions addressing the form of
relief by November 30, 2005, and file replies the next day,
December 1, 2005.
>> Calpine shall indemnify the First Lien Trustee and the Second
Lien Trustee for their reasonable expenses upon submission of
proper documentation and the Collateral Trustee's motion to
dismiss is denied.
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 in three Canadian provinces and is building a plant
in Mexico. 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.
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 that could materially affect actual results such as, but not
limited to, (i) the timing and extent of deregulation of energy markets and the
rules and regulations adopted on a transitional basis with respect thereto; (ii)
the timing and extent of changes in commodity prices for energy, particularly
natural gas and electricity; (iii) commercial operations of new plants that may
be delayed or prevented because of various development and construction risks,
such as a failure to obtain the necessary permits to operate, failure of
third-party contractors to perform their contractual obligations or failure to
obtain financing on acceptable terms; (iv) unscheduled outages of operating
plants; (v) a competitor's development of lower cost generating gas-fired power
plants; (vi) risks associated with marketing and selling power from power plants
in the newly-competitive energy market; (vii) the successful exploitation of an
oil or gas resource that ultimately depends upon the geology of the resource,
the total amount and costs to develop recoverable reserves and operations
factors relating to the extraction of natural gas; (viii) the effects on the
Company's business resulting from reduced liquidity in the trading and power
industry; (ix) the Company's ability to access the capital markets or obtain
bank financing on attractive terms; (x) the direct or indirect effects on the
Company's business of a lowering of its credit rating (or actions it may take in
response to changing credit rating criteria), including, increased collateral
requirements, refusal by the Company's current or potential counterparties to
enter into transactions with it and its inability to obtain credit or capital in
desired amounts or on favorable terms; and (xi) other risks 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 quarter ended September 30, 2005, which can also 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.
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