-----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, BlKOk6ic3dgB8C4K9LTfrqFSJ7GNfmrCHbBmxOyIbtndWgbHqQZfTYF764wtjGve 3fIx2yvIg5SQTNMX8hLllg== 0000919574-08-001856.txt : 20080214 0000919574-08-001856.hdr.sgml : 20080214 20080214205402 ACCESSION NUMBER: 0000919574-08-001856 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080206 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FALCONE PHILIP CENTRAL INDEX KEY: 0001233569 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 08620622 BUSINESS ADDRESS: BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: 555 MADISON AVE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBERT RAYMOND J CENTRAL INDEX KEY: 0001233571 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 08620621 BUSINESS ADDRESS: BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: ONE RIVERCHASE PARKWAY SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35244 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUCE MICHAEL D CENTRAL INDEX KEY: 0001233573 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 08620620 BUSINESS ADDRESS: BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: ONE RIVERCHASE PARKWAY SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35244 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CALPINE CORP CENTRAL INDEX KEY: 0000916457 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 770212977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 50 WEST SAN FERNANDO ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089955115 MAIL ADDRESS: STREET 1: 50 W SAN FERNANDO STREET 2: SUITE 500 CITY: SAN JOSE STATE: CA ZIP: 95113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. CENTRAL INDEX KEY: 0001224055 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 08620625 BUSINESS ADDRESS: STREET 1: ONE RIVERCHASE PARKWAY SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35244 BUSINESS PHONE: 2059875500 MAIL ADDRESS: STREET 1: ONE RIVERCHASE PARKWAY SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35244 FORMER NAME: FORMER CONFORMED NAME: HMC DISTRESSED INVESTMENT OFFSHORE MANAGER LLC DATE OF NAME CHANGE: 20030321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 08620626 BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HMC INVESTORS, L.L.C. CENTRAL INDEX KEY: 0001233566 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 08620624 BUSINESS ADDRESS: STREET 1: ONE RIVERCHASE PARKWAY SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35244 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: ONE RIVERCHASE PARKWAY SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35244 FORMER NAME: FORMER CONFORMED NAME: HMC INVESTORS LLC DATE OF NAME CHANGE: 20030516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBERT MANAGEMENT CORP CENTRAL INDEX KEY: 0001259933 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 08620623 BUSINESS ADDRESS: STREET 1: ONE RIVERCHASE PARKWAY SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35244 BUSINESS PHONE: 205-987-5500 MAIL ADDRESS: STREET 1: ONE RIVERCHASE PARKWAY SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35244 3/A 1 p855821_ex.xml X0202 3/A 2008-02-06 2008-02-11 0 0000916457 CALPINE CORP CPN 0001233563 HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. C/O INTERNATIONAL FUND SERVICES LIMITED THIRD FL, BISHOP'S SQUARE REDMOND'S HILL DUBLIN L2 00000 IRELAND 0 0 1 0 0001224055 HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM AL 35244 0 0 1 0 0001233566 HMC INVESTORS, L.L.C. ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM AL 35244 0 0 1 0 0001259933 HARBERT MANAGEMENT CORP ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM AL 35244 0 0 1 0 0001233569 FALCONE PHILIP 555 MADISON AVE 16TH FLOOR NEW YORK NY 10022 0 0 1 0 0001233571 HARBERT RAYMOND J ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM AL 35244 0 0 1 0 0001233573 LUCE MICHAEL D ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM AL 35244 0 0 1 0 Common Stock 67308717 D Common Stock 67308717 I By Harbinger Capital Partners Master Fund I, Ltd. Common Stock 33651275 I By Harbinger Capital Partners Special Situations Fund, L.P. Warrants 23.88 2008-02-06 2008-08-25 Common Stock 712728 D Warrants 23.88 2008-02-06 2008-08-25 Common Stock 712728 I By Harbinger Capital Partners Master Fund I, Ltd. Warrants 23.88 2008-02-06 2008-08-25 Common Stock 488405 I By Harbinger Capital Partners Special Situations Fund, L.P. Equity Swap Common Stock 3054175 D Equity Swap Common Stock 3054175 I By Harbinger Capital Partners Master Fund I, Ltd. Equity Swap Common Stock 645825 I By Harbinger Capital Partners Special Situations Fund, L.P. Equity Swap Common Stock 415000 D Equity Swap Common Stock 415000 I By Harbinger Capital Partners Master Fund I, Ltd. Equity Swap Common Stock 560000 D Equity Swap Common Stock 560000 I By Harbinger Capital Partners Master Fund I, Ltd. Equity Swap Common Stock 2062500 D Equity Swap Common Stock 2062500 I By Harbinger Capital Partners Master Fund I, Ltd. Equity Swap Common Stock 187500 D Equity Swap Common Stock 187500 I By Harbinger Capital Partners Master Fund I, Ltd. Equity Swap Common Stock 2250000 D Equity Swap Common Stock 2250000 I By Harbinger Capital Partners Master Fund I, Ltd. Equity Swap Common Stock 2775000 D Equity Swap Common Stock 2775000 I By Harbinger Capital Partners Master Fund I, Ltd. Equity Swap Common Stock 1791560 D Equity Swap Common Stock 1791560 I By Harbinger Capital Partners Master Fund I, Ltd. Equity Swap Common Stock 471000 D Equity Swap Common Stock 471000 I By Harbinger Capital Partners Master Fund I, Ltd. Equity Swap Common Stock 1716675 D Equity Swap Common Stock 1716675 I By Harbinger Capital Partners Master Fund I, Ltd. Equity Swap Common Stock 2414000 D Equity Swap Common Stock 2414000 I By Harbinger Capital Partners Master Fund I, Ltd. Equity Swap Common Stock 2500000 D Equity Swap Common Stock 2500000 I By Harbinger Capital Partners Master Fund I, Ltd. Equity Swap Common Stock 135000 I By Harbinger Capital Partners Special Situations Fund, L.P. Equity Swap Common Stock 894440 I By Harbinger Capital Partners Special Situations Fund, L.P. These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), which is a Reporting Person. These securities may be deemed to be beneficially owned by Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Management"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Harbert Management Corporation ("HMC"), the managing member of HMC Investors, Philip Falcone, a shareholder of HMC and the portfolio manager of the Master Fund, Raymond J. Harbert, a shareholder of HMC, and Michael D. Luce, a shareholder of HMC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Includes 6,189,645 Shares held by Kelson Investments, S.ar.l., an indirect wholly owned subsidiary of the Master Fund and the Special Situations Fund. These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"). These securities may be deemed to be beneficially owned by Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), HMC-New York, Inc. ("HMCNY"), HMC, Philip Falcone, Raymond J. Harbert and Michael Luce. HCPSS is the general partner of the Special Situations Fund. HMCNY is the managing member of HCPSS. HMC wholly owns HMCNY. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Includes 3,092,603 Shares held by Kelson Investments, S.ar.l., an indirect wholly owned subsidiary of the Master Fund and the Special Situations Fund. The Master Fund has entered into equity swap agreements with Goldman Sachs International ("GS") under which GS agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay GS an amount equal to any decrease, in the official market price of an aggregate of 3,054,175 Shares above or below an initial reference price of US$0.27 per Share on January 14, 2009. The equity swap agreement contemplates monthly interim payments of appreciation or depreciation of the Shares, as the case may be, and a finance fee between the parties during the term it is outstanding. GS will pay to the Master Fund an amount equal to any dividends paid on the Shares during the term of the equity swap agreement. Effective January 31, 2008, the shares of common stock of the issuer which served as the reference security for these equity swap agreements were cancelled, and each holder of such cancelled shares received warrants to purchase new shares of the reorganized issuer in an amount equal to approximately 1/10 of the number of such cancelled shares, at an exercise price $23.88 per new share and with an expiration date of August 25, 2008. Such warrants now serve as the reference security for these equity swap agreements. All balances will be cash settled, and neither party acquires any voting or similar rights, or dispositive power over the Shares. Subject to certain conditions, the equity swap agreement may be terminated by either party in whole or in part. The Special Situations Fund has entered into equity swap agreements with GS under which GS agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay GS an amount equal to any decrease, in the official market price of an aggregate of 645,825 Shares above or below an initial reference price of US$0.255 per Share on January 21, 2009. The equity swap agreement contemplates monthly interim payments of appreciation or depreciation of the Shares, as the case may be, and a finance fee between the parties during the term it is outstanding. GS will pay to the Special Situations Fund an amount equal to any dividends paid on the Shares during the term of the equity swap agreement. Effective January 31, 2008, the shares of common stock of the issuer which served as the reference security for these equity swap agreements were cancelled, and each holder of such cancelled shares received warrants to purchase new shares of the reorganized issuer in an amount equal to approximately 1/10 of the number of such cancelled shares, at an exercise price $23.88 per new share and with an expiration date of August 25, 2008. Such warrants now serve as the reference security for these equity swap agreements. All balances will be cash settled, and neither party acquires any voting or similar rights, or dispositive power over the Shares. Subject to certain conditions, the equity swap agreement may be terminated by either party in whole or in part. The Master Fund has entered into equity swap agreements with Deutsche Bank AG ("Deutsche") under which Deutsche agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay Deutsche an amount equal to any decrease, in the official market price of an aggregate of 415,000 shares, 560,000 shares, 2,062,500 shares, 187,500 shares, 2,250,000 shares, 2,775,000 shares, 1,791,560 shares, 471,000 shares, 1,716,675 shares, 2,414,000 shares and 2,500,000 shares, respectively, above or below an initial reference price of US$1.5265 per share, US$3.25890 per share, US$3.30850 per share, US$3.27000 per share, US$3.37350 per share, US$3.35200 per share, US$3.51200 per share, US$3.98860 per share, US$3.79420 per share, US$3.98160 per share and US$3.22920 per share respectively, on June 30, 2008. The equity swap agreement contemplates monthly interim payments of appreciation or depreciation of the shares, as the case may be, and a finance fee between the parties during the term it is outstanding. Deutsche will pay to the Master Fund an amount equal to any dividends paid on the shares during the term of the equity swap agreement. Effective January 31, 2008, the shares of common stock of the issuer which served as the reference security for these equity swap agreements were cancelled, and each holder of such cancelled shares received warrants to purchase new shares of the reorganized issuer in an amount equal to approximately 1/10 of the number of such cancelled shares, at an exercise price $23.88 per new share and with an expiration date of August 25, 2008. Such warrants now serve as the reference security for these equity swap agreements. All balances will be cash settled, and neither party acquires any voting or similar rights, or dispositive power over the shares. Subject to certain conditions, the equity swap agreement may be terminated by either party in whole or in part. The Special Fund has entered into equity swap agreements with Deutsche Bank AG ("Deutsche") under which Deutsche agreed to pay the Special Fund an amount equal to any increase, and the Special Fund agreed to pay Deutsche an amount equal to any decrease, in the official market price of an aggregate of 135,000 shares, 894,440 shares, 2,529,000 shares, 858,325 shares, 190,000 shares, 62,500 shares, 687,500 shares and 750,000 shares, respectively, above or below an initial reference price of US$1.52650 per share, US$3.51200 per share, US$3.98860 per share, US$3.79420 per share, US$3.25890 per share, US$3.270000 per share, US$3.308500 per share and US$3.373500 per share respectively, on June 30, 2008. The equity swap agreement contemplates monthly interim payments of appreciation or depreciation of the shares, as the case may be, and a finance fee between the parties during the term it is outstanding. Deutsche will pay to the Special Fund an amount equal to any dividends paid on the shares during the term of the equity swap agreement. Effective January 31, 2008, the shares of common stock of the issuer which served as the reference security for these equity swap agreements were cancelled, and each holder of such cancelled shares received warrants to purchase new shares of the reorganized issuer in an amount equal to approximately 1/10 of the number of such cancelled shares, at an exercise price $23.88 per new share and with an expiration date of August 25, 2008. Such warrants now serve as the reference security for these equity swap agreements. All balances will be cash settled, and neither party acquires any voting or similar rights, or dispositive power over the shares. Subject to certain conditions, the equity swap agreement may be terminated by either party in whole or in part. (+) Given that the EDGAR system limits the number of line items on Table II of an electronic submission under Section 16 to thirty, the entries on Table II are being reported across two separate Form 3 filings. (++) This Form 3/A is being filed to report equity swaps that were not previously reported. It replaces the Form 3 filed on February 11, 2008 in its entirety. Harbinger Capital Partners Master Fund I, Ltd., By: Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr. (+) (++) 2008-02-14 Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr. (+)(++) 2008-02-14 HMC Investors, L.L.C., By: /s/ William R. Lucas, Jr. (+)(++) 2008-02-14 Harbert Management Corporation, By: /s/ William R. Lucas, Jr. (+)(++) 2008-02-14 /s/ Philip Falcone (+)(++) 2008-02-14 /s/ Raymond J. Harbert (+)(++) 2008-02-14 /s/ Michael D. Luce (+)(++) 2008-02-14 -----END PRIVACY-ENHANCED MESSAGE-----