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): January 20, 2005
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:
[ ] 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: Bill Highlander, Ext. 1244
Investor Relations: Rick Barraza, Ext. 1125
Calpine Commences $260 Million Preferred Equity Offering
Relating to Subsidiary Owning its Saltend Energy Centre
(SAN JOSE, Calif.) /PR Newswire - First Call/ Jan. 20, 2005 - Calpine
Corporation [NYSE:CPN] today announced that Calpine European Funding (Jersey)
Limited, a new, wholly owned subsidiary of Calpine, intends to commence an
offering of $260 million of Redeemable Preferred Shares that will be due 180
days after issuance. This financing is a part of Calpine's recently announced
plans to evaluate strategic financial alternatives for its 1,200-megawatt
Saltend Energy Centre, including the potential sale of this facility.
The proceeds from the offering of the Redeemable Preferred Shares will
initially be loaned to a holding company, which indirectly owns Calpine's
Saltend cogeneration power plant. The net proceeds from this offering will
ultimately be used as permitted by Calpine's existing bond indentures.
Net proceeds from any sale of the facility would be used to first redeem
the existing $360 million, two-year redeemable preferred shares. And, second, to
redeem the $260 million Redeemable Preferred Shares with the remaining proceeds
to be used in accordance with the asset sale provisions of Calpine's existing
bond 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 Controller
Chief Accounting Officer
Date: January 21, 2005