8-K 1 i02004.txt 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