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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
SHERIDAN ENERGY, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
823764 10 5
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(CUSIP Number)
ANN B. CURTIS
CPN SHERIDAN, INC.
c/o CALPINE CORPORATION
50 WEST SAN FERNANDO STREET
SAN JOSE, CA 95113
TELEPHONE: (408) 995-5115
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
COPIES TO:
WILLIAM R. COLLINS, ESQ.
HOWARD, SMITH & LEVIN LLP
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 841-1000
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September 28, 1999
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(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on the following pages)
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Calpine Corporation ("Calpine") and its wholly-owned subsidiary, CPN
Sheridan, Inc., hereby amend and supplement their Schedule 13D, originally filed
on August 31, 1999 (the "Schedule 13D"), with respect to Sheridan Energy, Inc.
Any capitalized term not defined has the meaning ascribed to such term in the
Schedule 13D or in the offer to purchase referred to therein.
ITEM 4. Purpose of the Transaction.
The information set forth in Item 4 is hereby amended and supplemented by
the following information:
On September 29, 1999, Calpine issued a press release, a copy of
which is attached hereto as Exhibit 7 and is incorporated herein by reference
relating to, among other things, the completion of the Offer by the Purchaser.
Calpine and the Purchaser announced their acceptance for purchase of all Shares
tendered and not withdrawn under the Offer, including those Shares tendered by
means of Notice of Guaranteed Delivery. A total of approximately 6,340,722
Shares (including approximately 291,385 shares subject to guarantees of delivery
or receipt of additional documentation) were tendered pursuant to the Offer,
which expired at 12:00 Midnight, New York City time, on Tuesday, September 28,
1999. The Shares tendered represent approximately 94.16% of the Company's
outstanding Shares.
ITEM 7. Material to be Filed as Exhibits.
(7) Text of press release, dated September 29, 1999, issued by Calpine
Corporation.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 29, 1999
CPN SHERIDAN, INC.
By: /s/ Ann B. Curtis
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Name: Ann B. Curtis
Title: Vice President, Chief Financial
Officer and Secretary
CALPINE CORPORATION
By: /s/ Ann B. Curtis
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Name: Ann B. Curtis
Title: Executive Vice President
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EXHIBIT INDEX
(7) Text of press release, dated September 29, 1999, issued by
Calpine Corporation.
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Exhibit (7)
NEWS RELEASE
CONTACT: 408/995-5115
MEDIA RELATIONS: BILL HIGHLANDER, 1244
INVESTOR RELATIONS: RICK BARRAZA, X1125
CALPINE CORPORATION COMPLETES TENDER OFFER
FOR SHERIDAN ENERGY, INC.
(SAN JOSE, CALIF.)--September 29, 1999--Calpine Corporation [NYSE:CPN], a
leading U.S. power company, announced today the expiration of the tender offer
by its wholly-owned subsidiary, CPN Sheridan, Inc., for all outstanding shares
of common stock of Sheridan Energy, Inc. (Nasdaq SmallCap Market:SHDN) at a
price of $5.50 per share.
Calpine stated that, based on a preliminary count, approximately 6,340,722
Sheridan Energy shares (including approximately 291,385 shares subject to
guarantees of delivery or receipt of additional documentation) were tendered
pursuant to the offer that expired at 12:00 midnight New York time on Tuesday,
September 28, 1999. All shares validly tendered (and not properly withdrawn)
prior to the expiration have been accepted for payment and will be paid
promptly.
The shares tendered constitute approximately 94 percent of Sheridan
Energy's presently outstanding shares.
As previously announced, all Sheridan shares not tendered and purchased
pursuant to the offer will be acquired in a second-step merger transaction at
the same price of $5.50 per share. The merger of Sheridan Energy and CPN
Sheridan, Inc. is expected to become effective on or about October 1, 1999, at
which time Sheridan Energy will become a wholly-owned subsidiary of Calpine, and
will be renamed Calpine Natural Gas Company.
Sheridan is a natural gas exploration and production company with oil and
gas properties located in northern California and the Gulf Coast region,
including 148 billion cubic feet equivalent of proven reserves, of which 90
percent are natural gas.
Calpine Corporation is national power company dedicated to providing
customers with reliable and competitively priced electricity and thermal energy.
Calpine currently has nearly 9,000 megawatts of capacity in operation, under
construction or in announced development in 14 states--enough energy to power
approximately nine million households. Calpine has headquarters in San Jose,
Calif., with regional offices in Houston, Texas; Pleasanton, Calif.; and Boston,
Mass. The company was founded in 1984 and is publicly traded on the New York
Stock Exchange under the symbol CPN. To learn more about Calpine, visit its
website at www.calpine.com
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