CALPINE CORP
8-K, 1999-05-24
COGENERATION SERVICES & SMALL POWER PRODUCERS
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                                  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 Act of 1934


          Date of Report (Date of earliest event reported): May 7, 1999


                               CALPINE CORPORATION

                            (A Delaware Corporation)
                        Commission File Number: 033-73160
                  I.R.S. Employer Identification No. 77-0212977



                           50 West San Fernando Street
                           San Jose, California 95113
                            Telephone: (408) 995-5115

<PAGE>

ITEM 5. OTHER EVENTS

On May 7, 1999, Calpine Corporation ("Calpine"), a Delaware corporation, through
a  wholly-owned  subsidiary,   (collectively  the  "Company")  entered  into  an
agreement with Pacific,  Gas & Electric  Company  ("PG&E") to purchase 12 Sonoma
County  and 2 Lake  County  power  plants  located  at The  Geysers,  California
(collectively  "The Power  Plants").  As  consideration  for the purchase of The
Power Plants,  the Company paid to PG&E $212.8 million in cash. The  acquisition
was financed with a 24 year  operating  lease.  The Company's  geothermal  steam
fields fuel The Power Plants,  which have a combined  capacity of  approximately
700 megawatts of electricity.  All of the  electricity  generated from The Power
Plants is sold into the  California  energy  market,  with the  exception  of an
agreement  entered  into on  April  29,  1999 to  sell  to  Commonwealth  Energy
Corporation  75 megawatts of geothermal  electricity  in 1999,  100 megawatts in
2000, and 125 megawatts in 2001 and through June 2002.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)      Exhibits

               Exhibit 99.  Press Release



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and 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.
                                      Vice President, Corporate Controller
                                          and Chief Accounting Officer

May 21, 1999



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Exhibit 99.

NEWS RELEASE Contact: Calpine (408) 995-5115
Public Relations      Katherine Potter ext. 1168
Investor Relations    Rick Barazza Ext. 1125

CALPINE  COMPLETES   ACQUISITION  OF  PACIFIC  GAS  AND  ELECTRIC  COMPANY'S  14
GEOTHERMAL POWER PLANTS AT THE GEYSERS IN NORTHERN CALIFORNIA

Calpine is Now the Nation's Largest Geothermal Power Producer

SAN JOSE, CALIF. (May 10, 1999)-Calpine  Corporation  [NYSE:CPN] today announced
it has completed the acquisition of Pacific Gas and Electric Company's (PG&E) 14
geothermal power plants at The Geysers in northern  California,  with a combined
capacity of approximately 700 megawatts of electricity,  for $212.8 million. The
acquisition  was  financed  with  a  24-year  operating  lease.  With  the  PG&E
acquisition  in place,  Calpine now owns interests in and operates 18 geothermal
power plants that generate more than 800 megawatts of electricity-making Calpine
the nation's largest geothermal and green power producer.

"This  acquisition  marks a historic  milestone  for The Geysers,  where for the
first time, the steam field and power plant operations are being integrated into
one  efficient,  unified  system,"  said Ron Walter,  senior vice  president  of
Calpine.  "This  acquisition  enables us to  maximize  this  valuable  renewable
natural resource, lower production costs and extend the life of The Geysers."

Calpine, a national independent power producer and leading green power provider,
announced last March it had completed the  acquisition  of Unocal  Corporation's
14,000-acre  Geysers  geothermal steam fields for $101 million.  With the Unocal
and PG&E  acquisitions  in place,  Calpine  is  marketing  electricity  from its
Geysers portfolio into California's  newly deregulated power market.  Geothermal
power is an ideal energy  product-it's one of the most reliable renewable energy
resources  available,   it's  competitively  priced,  and  it's  environmentally
friendly.  In April,  Tustin-based  Commonwealth  Energy  Corporation  agreed to
purchase 75 megawatts of  electricity  from Calpine in 1999,  increasing  to 100
megawatts in 2000 and 125  megawatts  through June 2002.  This  contract will be
fulfilled by green power purchased from these plants.

The Geysers,  located  about 90 miles  northeast of San  Francisco in Sonoma and
Lake counties,  is the world's largest producing geothermal resource,  with more
than 1,000 megawatts in production.  It has been in operation for 39 years,  and
Calpine has been active there since 1987.  The  company's  geothermal  staff has
more than 20 years of power plant and resource experience at The Geysers.

Based in San Jose, Calif.,  Calpine  Corporation is a leading  independent power
company dedicated to providing customers with clean,  reliable and competitively
priced  electricity.  Calpine  currently  has 7,200  megawatts  of  capacity  in
operation,  under  construction or in announced  development in 11 states-enough
energy to power more than seven million  households.  The company was founded in
1984 and is publicly traded on the New York Stock Exchange under the symbol CPN.


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