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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FINAL AMENDMENT
TO
SCHEDULE 14D-l
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
SHERIDAN ENERGY, INC.
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(Name of Subject Company)
CPN SHERIDAN, INC.
CALPINE CORPORATION
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(Bidder)
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 of Class of Securities)
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 on Behalf of Bidder)
COPIES TO:
WILLIAM R. COLLINS, ESQ.
HOWARD, SMITH & LEVIN LLP
1330 AVENUE OF THE AMERICAS
NEW YORK, NY 10019
TELEPHONE: (212) 841-1000
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AUGUST 31, 1999
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(Date Tender Offer First Published,
Sent or Given to Security Holders)
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Calpine Corporation, a Delaware corporation ("Calpine"), and
its wholly-owned subsidiary, CPN Sheridan, Inc., a Delaware corporation (the
"Purchaser"), hereby amend and supplement their Tender Offer Statement on
Schedule 14D-1, originally filed with the Securities and Exchange Commission on
August 31, 1999 (the "Statement"), with respect to the Purchaser's offer to
purchase all outstanding shares of common stock, par value $.01 per share (the
"Shares"), of Sheridan Energy, Inc., a Delaware corporation (the "Company") as
set forth in the Statement. Any capitalized term not defined has the meaning
ascribed to such term in the Statement or in the offer to purchase referred to
therein.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) of the Statement 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 (a)(11) 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 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) 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
<TABLE>
<CAPTION>
Exhibit Number Exhibit Name
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<S> <C>
(a)(11) Text of press release, dated September 29, 1999, issued by
Calpine Corporation.
</TABLE>
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<PAGE> 1
Exhibit (a)(11)
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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