-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WF5Kw5O9Mn+P3iJnrMM0D+62/qeCXzkaF289pnVE9lm+BOXulKfKiYcujFyekoVB K8+NJXwhfZJEwbZyoLUEPQ== 0000777001-05-000078.txt : 20050913 0000777001-05-000078.hdr.sgml : 20050913 20050913172640 ACCESSION NUMBER: 0000777001-05-000078 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050908 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050913 DATE AS OF CHANGE: 20050913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEAR STEARNS COMPANIES INC CENTRAL INDEX KEY: 0000777001 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133286161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08989 FILM NUMBER: 051082957 BUSINESS ADDRESS: STREET 1: ONE METROTECH NORTH STREET 2: 9TH FL CITY: BROOKLYN STATE: NY ZIP: 11201 BUSINESS PHONE: 3476439862 MAIL ADDRESS: STREET 1: ONE METROTECH NORTH STREET 2: 9TH FL. CITY: BROOKLYN STATE: NY ZIP: 11201 8-K 1 form8k.htm CAL-BEAR 8-K

 


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 8, 2005

THE BEAR STEARNS COMPANIES INC.

 

(Exact Name of Registrant as Specified in its Charter)

        

DELAWARE

(State or Other Jurisdiction

of Incorporation)

File No. 1-8989

(Commission File Number)

13-3286161

(IRS Employer

Identification Number)

    

383 Madison Avenue, New York, New York 10179

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (212) 272-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 8.01. Other Events

Filed herewith is a copy of The Bear Stearns Companies Inc. Press Release, dated September 8, 2005, announcing that The Bear Stearns Companies Inc. and Calpine Corporation have agreed to form a new energy marketing and trading venture to develop a customer business focused on physical natural gas and power trading and related structured transactions.

Item 9.01. Financial Statements and Exhibits

          

(c)

Exhibit:

 

(99) Press Release, dated September 8, 2005.

          

 

2

 

 

 

Signature

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 thereunto duly authorized.

 

THE BEAR STEARNS COMPANIES INC.

 

By:

/s/ Jeffrey M. Farber

 

Jeffrey M. Farber

Controller

(Principal Accounting Officer)

 

Dated:

September 13, 2005

 

 

3

 

 

 

THE BEAR STEARNS COMPANIES INC.

FORM 8-K

CURRENT REPORT

EXHIBIT INDEX

                

Exhibit No.

Description

(99)

Press Release, dated September 8, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

 EX-99 2 exhibit99.htm PRESS RELEASE

Exhibit No. (99)

 

BEAR STEARNS AND CALPINE FORM ENERGY MARKETING AND TRADING VENTURE: CALBEAR ENERGY

 

(NEW YORK, NY) /BusinessWire – First Call /September 8, 2005 — The Bear Stearns Companies Inc. [NYSE: BSC] and Calpine Corporation [NYSE: CPN] announced today that they have agreed to form a new energy marketing and trading venture to develop a significant customer business focused on physical natural gas and power trading and related structured transactions. CalBear Energy LP (CalBear), a wholly owned Bear Stearns subsidiary, will benefit from the financial resources, risk management expertise and client reach of Bear Stearns, complimented by the market knowledge, technology, trading ability, deal flow and customers of Calpine. These strengths will provide a solid foundation to establish the new venture's market position in the growing merchant energy trading business. It is anticipated that CalBear trading operations will begin in the fourth quarter of 2005, following the requisite regulatory approvals. A conference call will take place today at 10:30 a.m. eastern daylight savings time to discuss this new venture.

 

Commenting on the transaction, Warren Spector, President and Co-Chief Operating Officer of Bear Stearns, said, “We are very excited about the formation of CalBear and working with Calpine in this venture. This transaction provides us with a unique opportunity to quickly become a leading provider of liquidity, execution and clearing services in the physical energy market without compromising our disciplined approach to risk and capital allocation. Many of our hedge fund, institutional investor, public finance and private equity clients are active users of energy price risk management services. Acquiring the expertise necessary to properly serve their needs has been a strategic priority for the firm. Calpine was our choice in this venture because of their professionalism and commitment to providing the best service to their clients.”

 

Peter Cartwright, Calpine Chairman, President and Chief Executive Officer, said, “We are very pleased about the creation of CalBear and teaming up with Bear Stearns as we will build upon the strengths of both of our organizations. This energy trading venture will enable us to create more value for our shareholders and to provide additional opportunities for our customers and employees. As we looked to set up the ideal energy trading organization, we felt strongly that venturing with the right financial institution was essential for us to maximize returns from Calpine’s investments. Bear Stearns is the right institution.”

 

In connection with this transaction, Calpine has formed a wholly owned subsidiary, Calpine Merchant Services Company, Inc. (CMSC), that will include the employees and information infrastructure of the highly regarded Calpine subsidiary, Calpine Energy Services, L.P. (CES). CalBear has entered into an agreement with CMSC that provides for CMSC to be its exclusive agent to execute power and natural gas trades with CalBear clients that have entered into master trading agreements guaranteed by Bear Stearns. CMSC will also provide scheduling and back office services to CalBear from its offices in Houston. CMSC will be compensated for its services through a service fee equal to 50 percent of the profits of CalBear.

 

The transaction also includes a $350 million credit intermediation agreement between CalBear and CES. Under the terms of this arrangement, CalBear will enter into approved transactions to sell power and acquire natural gas up to 61 days in advance with clients that have entered into master trading agreements guaranteed by Bear Stearns. The economics of these transactions will be passed on to CES through offsetting trades. CalBear’s counterparty exposure to CES will be mitigated through the use of margin requirements and a master netting agreement covering all CES transactions with CalBear. It is anticipated that this credit intermediation agreement will provide CES with additional flexibility and the opportunity to expand the operating margins of Calpine’s generating assets. In addition, the agreement is expected to increase Calpine’s working capital position through the return of cash currently posted as collateral.

 

 

 

 

In addition, CMSC, acting as agent for CES, will provide all of the asset management services required by Calpine’s power generation fleet. Calpine will retain all of the economics of these assets.

 

Conference Call Information

Bear Stearns and Calpine will host a conference call this morning to discuss this energy marketing and trading venture. The call is scheduled to begin at 10:30 a.m. eastern daylight savings time today, Thursday, September 8, 2005. To participate via the teleconference (in listen-only mode), please dial 1-888-603-6685 (1-706-634-1265 for international callers) at least five minutes before the start of the call. In addition, Calpine will simulcast the conference call and presentation live via the Internet. The webcast and presentation will be available for 30 days on Calpine’s investor relations’ page at www.calpine.com.

 

About Bear Stearns

Founded in 1923, Bear, Stearns & Co. Inc. is a leading investment banking and securities trading and U.S. registered brokerage firm, and the major subsidiary of The Bear Stearns Companies Inc. [NYSE:BSC]. With approximately $49.4 billion in total capital, Bear Stearns serves governments, corporations, institutions and individuals worldwide. The company’s business includes corporate finance and mergers and acquisitions, institutional equities and fixed income sales and trading, securities research, private client services, derivatives, foreign exchange and futures sales and trading, asset management and custody services. Through Bear, Stearns Securities Corp. (BSSC), Bear Stearns offers financing, securities lending, clearing and technology solutions to hedge funds, broker-dealers and investment advisors. BSSC is a member of the NYSE, NASD and SIPC. Headquartered in New York City, the company has approximately 11,000 employees worldwide. For additional information about Bear Stearns, please visit the firm’s website at http://www.bearstearns.com.

 

About Calpine Corporation

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. Its customized products and services include wholesale and retail electricity, natural gas, gas turbine components and services, energy management, and a wide range of power plant engineering, construction and operations services. 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 about Calpine, please visit the company’s website at www.calpine.com.

 

 

Media Contact:

Russell Sherman

Bear, Stearns & Co. Inc.

(212) 272-5219

Katherine Potter

Calpine Corporation

(408) 995-5115, Ext. 1168

 

 

 

Meg Laidlaw

Calpine Corporation

(713) 830-8655

 

Investor Contact:

Elizabeth Ventura

Bear, Stearns & Co. Inc.

(212) 272-9251

Rick Barraza

Calpine Corporation

(408) 995-5115, Ext. 1125

 

 

 

Karen Bunton

Calpine Corporation

(408) 995-5115, Ext. 1121

 

 

 

 

 

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