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): March 6, 2000
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
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ITEM 5. OTHER EVENTS
On March 6, 2000, Calpine Corporation, a Delaware Corporation, announced
that it had entered into a partnership agreement with Cleco Midstream Resources
to participate in the Acadia Power Project, with plans to build, own and operate
the 1,000-megawatt natural gas-fired generating plant near Eunice, La.
On March 7, 2000, Calpine Corporation announced plans to purchase a 78.5
percent interest in the 500-megawatt Hidalgo Energy Center, under construction
in Edinburg, Texas, from Duke Energy North America for $235 million.
On March 23, 2000 Calpine Corporation announced plans to build, own and
operate the Wawayanda Energy Center, a new 540-megawatt natural gas-fired
electricity generation facility to be located near Middletown, N.Y. in Orange
County.
On March 27, 2000, Calpine Corporation reported that recently announced
projects put the company ahead of schedule to achieve its current growth
objectives. Additionally, the Company responded to an independent newsletter
issued March 24, 2000, which portrayed Calpine's financial position in an
inaccurate and misleading fashion.
(C) Exhibits.
99.0 Press release dated March 6, 2000 announcing joint venture with Cleco
to build 1,000-megawatt Energy Center
99.1 Press release dated March 7, 2000 announcing plans to purchase 78.5%
interest in 500-megawatt natural gas-fired energy facility under construction in
Edinburg, Texas
99.2 Press release dated March 23, 2000 announcing development of
540-megawatt Wawayanda Energy Center near Middletown, N.Y.
99.3 Press release dated March 27, 2000 reporting the Company's continued
growth and responding to a recent newsletter's incorrect interpretation of the
Company's financial results
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 and Controller
Chief Accounting Officer
March 29, 2000
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EXHIBIT 99.0
NEWS RELEASE Contact: 408/995-5115
Public Relations: Katherine Potter, X1168
Investor Relations: Rick Barraza, X1125
Calpine Announces Joint Venture With Cleco To Build 1,000-Mw
Energy Center To Serve Growing Louisiana Wholesale Power Market
(SAN JOSE, CALIF.) March 6, 2000--Calpine Corporation [NYSE:CPN], one of
the nation's leading independent power companies, today announced that it has
entered into a partnership agreement with Cleco Midstream Resources, an
affiliate of Pineville, La.-based Cleco Corporation to participate in the Acadia
Power Project. The partners plan to build, own and operate the 1,000-megawatt
natural gas-fired generating plant near Eunice, La. Cleco announced the energy
center in late 1999.
The proposed $500 million power plant will be designed to help relieve the
transmission-constrained Southwest Power Pool market and will provide clean,
reliable, competitively priced electricity to approximately one million
households. Permitting is under way, and construction is expected to begin in
mid-2000.
"The Acadia Energy Center is an exciting addition to Calpine's central
region portfolio," said Calpine Senior Vice President Diana Naylor. "We are
honored to have Cleco as our long-term partner for our first Louisiana power
plant. Cleco has played a major role in serving the needs of the Louisiana
electric market for almost 65 years."
The Acadia facility will provide a needed source of generation to meet
increased power demand in the Southwest Power Pool and the Southeastern Electric
Reliability Council. The new project will be developed through the Calpine/Cleco
joint venture. Calpine will own a 50 percent stake in the facility and will
manage all phases of project development including design, engineering and
construction of the facility.
Cleco Corporation Chairman and CEO Gregory L. Nesbitt stated, "Calpine's
commitment to the project clearly shows the potential of our regional market and
the strength of Cleco's reputation in the industry."
Commercial operation for the energy center is expected in June 2002. Power
will be sold in the Southwest Power Pool and the Southeastern Electric
Reliability Council, which together serve Alabama, Arkansas, Kansas, Louisiana,
Mississippi, Missouri, Oklahoma and Tennessee.
The Acadia facility will utilize the latest combined-cycle combustion
turbine design and emission control technology to ensure maximum efficiency
while protecting the environment. Siemens-Westinghouse Power Corporation will
supply four 501F-D combustion turbines.
Cleco Corporation is a regional energy services company with headquarters
in Pineville, La. It operates a midstream energy business that develops and
operates power plants; a non-regulated engineering and line construction
business; and a regulated electric utility company that serves about 246,000
customers in Louisiana. For more information, visit its website at
www.cleco.com.
Calpine Corporation is leading independent power company dedicated to
generating clean, reliable and competitively priced electricity and thermal
energy. Calpine currently has approximately 16,000 megawatts of capacity in
operation, under construction or in announced development in 20 states--enough
energy to power more than 16 million households. Calpine has headquarters in San
Jose, Calif., with regional offices in Pleasanton, Calif.; Houston, Texas; and
Boston, Mass. The company was founded in 1984 and is publicly traded on the New
York Stock Exchange under the symbol CPN.
This news release discusses certain matters that may be considered
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including statements regarding the intent, belief or current
expectations of Calpine Corporation ("the Company") and its management.
Prospective investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve a number of risks and
uncertainties that could materially affect actual results such as, but not
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limited to: (i) changes in government regulations and anticipated deregulation
of the electric energy industry; (ii) commercial operations of new plants that
may be delayed because of various development and construction risks, such as a
failure to obtain financing and the necessary permits to operate or the failure
of third-party contractors to perform their contractual obligations; (iii) cost
estimates are preliminary and actual cost may be higher than estimated (iv) the
assurance that the Company will develop additional plants; (v) a competitor's
development of a lower-cost generating gas-fired power plant; or (vi) the risks
associated with marketing and selling power from power plants in the newly
competitive energy market. Prospective investors are also referred to the other
risks identified from time to time in the Company's reports and registration
statements filed with the Securities and Exchange Commission.
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EXHIBIT 99.1
NEWS RELEASE Contact: 408/995-5115
Public Relations: Katherine Potter,X1168
Investor Relations: Rick Barraza, X1125
Calpine To Purchase 78.5% Interest In 500-Megawatt Natural Gas-Fired Energy
Facility Under Construction In South Texas
(SAN JOSE, CALIF.) March 7, 2000 -- Calpine Corporation [NYSE:CPN], one of
the nation's leading independent power companies, today announced plans to
purchase a 78.5 percent interest in the 500-megawatt Hidalgo Energy Center -
under construction in Edinburg, Texas -- from Duke Energy North America for $235
million. The purchase includes a cash payment of $134 million and the assumption
of $101 million of debt, which represents the completed cost of the plant.
The Hidalgo Energy Center will sell power utilizing Calpine's system
approach into ERCOT's wholesale market and potentially into the growing markets
of northern Mexico. Construction of the facility began in February 1999, and
commercial operation is expected in June 2000. Calpine will operate and maintain
the plant.
Calpine is also building a 730-megawatt natural gas-fired facility in
Edinburg, to serve the south Texas market. The Magic Valley facility is expected
to be on line in the summer of 2001. The Hidalgo and Magic Valley facilities
will provide needed power for the growing south Texas power market.
"We are very pleased to include the Hidalgo Energy Center as a part of our
portfolio in Texas," said Calpine's Senior Vice President Diana Naylor. "This
acquisition solidifies our strength in ERCOT and specifically the Rio Grande
Valley, and allows Calpine to gain efficiencies from the operation of both
Edinburg facilities."
The Rio Grande Valley has experienced extraordinary growth in recent years,
and there is a clear need for additional high-quality electricity generation in
Hidalgo County and south Texas.
Hidalgo County is part of one of the nation's fastest-growing metropolitan
areas, due in part to the local benefits of economic growth related to increased
trade between Mexico and the United States.
Calpine Corporation is a leading independent power company dedicated to
providing customers with reliable and competitively priced electricity and
thermal energy. Calpine is active in 20 states, with headquarters in San Jose,
Calif. and regional offices in Houston, Texas; Pleasanton, Calif.; and Boston,
Mass. Calpine currently has approximately 16,400 megawatts of capacity in
operation, under construction or in announced development -- enough energy to
power over 16 million households. The company was founded in 1984 and is
publicly traded on the New York Stock Exchange under the symbol CPN.
This news release discusses certain matters that may be considered
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including statements regarding the intent, belief or current
expectations of Calpine Corporation ("the Company") and its management.
Prospective investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve a number of risks and
uncertainties that could materially affect actual results such as, but not
limited to, (i) changes in government regulations and anticipated deregulation
of the electric energy industry; (ii) commercial operations of new plants that
may be delayed or prevented because of various development and construction
risks, such as a failure to obtain financing and the necessary permits to
operate or the failure of third-party contractors to perform their contractual
obligations (iii) the assurance that the Company will develop additional plants,
(iv) a competitor's development of a lower-cost generating gas-fired power plant
or (v) the risks associated with marketing and selling power from power plants
in the newly competitive energy market. Prospective investors are also referred
to the other risks identified from time to time in the Company's reports and
registration statements filed with the Securities and Exchange Commission.
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EXHIBIT 99.2
NEWS RELEASE Contact: 408/995-5115
Public Relations: Katherine Potter, X1168
Investor Relations: Rick Barraza, X1125
CALPINE ANNOUNCES DEVELOPMENT OF 540-MEGAWATT WAWAYANDA ENERGY CENTER
State-of-the-Art Facility to Complement Company's New York Portfolio
(SAN JOSE, CALIF.) March 23, 2000-Calpine Corporation [NYSE:CPN], the
national independent power company, today announced plans to build, own and
operate a new 540-megawatt natural gas-fired electricity generation facility to
be located near Middletown, N.Y. in Orange County. The proposed Wawayanda Energy
Center will represent a $250 million investment. Commercial operation will begin
in early 2004.
In making the announcement, Calpine Senior Vice President Bob Alff stated,
"The Wawayanda Energy Center is a flagship project for developing a strong
position in the New York merchant power market." Alff added that, "Wawayanda
will complement our existing power assets on Long Island, allowing us to operate
and optimize our projects as an integrated system, selling power primarily into
the New York City metropolitan area."
The Wawayanda Energy Center will use advanced technology power generation
equipment supplied by Siemens-Westinghouse. With two 501F series combustion
turbines in combined-cycle with a single steam turbine, the project represents a
highly efficient and environmentally responsible design. The facility will
exclusively use clean, natural gas and will be equipped with advanced emissions
control technology.
Calpine currently has ownership interests in 152 megawatts of New York
power generating assets located in Stony Brook, Bethpage and at Kennedy
International Airport on Long Island, and at Lockport in western New York State.
According to Alff, "These earlier projects, developed under the Public
Utilities Regulatory Policies Act (PURPA), give us a strong, core asset base in
the high-value New York market. As a merchant project, Wawayanda will fit well
with these assets as a combined system, and represents the next step in the
evolution of bringing the benefits of competition to consumers."
Calpine will manage all aspects of project development for the Wawayanda
Energy Center, including engineering and design, construction, fuel supply and
power marketing. The project will be located on a 20-acre site close to an
existing New York Power Authority 345kv transmission line.
Based in San Jose, Calif., Calpine Corporation is the leading U.S.
independent power company dedicated to providing customers with reliable and
competitively priced electricity. Calpine is the nation's largest producer of
renewable geothermal energy and is focused on clean, efficient combined-cycle
natural gas-fired generation. Nationally, Calpine currently has a combined
interest in approximately 17,000 megawatts of electric generating capacity in
operation, under construction or announced development in 20 states across the
country-representing the largest power development program in the U.S. The
company was founded in 1984 and is publicly traded on the New York Stock
Exchange under the symbol CPN. For more information about Calpine, visit its
website at www.calpine.com.
This news release discusses certain matters that may be considered
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including statements regarding the intent, belief or current
expectations of Calpine Corporation ("the Company") and its management.
Prospective investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve a number of risks and
uncertainties that could materially affect actual results such as, but not
limited to, (i) changes in government regulations and anticipated deregulation
of the electric energy industry; (ii) commercial operations of new plants that
may be delayed or prevented because of various development and construction
risks, such as a failure to obtain financing and the necessary permits to
operate or the failure of third-party contractors to perform their contractual
obligations, (iii) cost estimates are preliminary and actual cost may be higher
than estimated, (iv) the assurance that the Company will develop additional
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plants, (v) a competitor's development of a lower-cost generating gas-fired
power plant or (vi) the risks associated with marketing and selling power from
power plants in the newly competitive energy market. Prospective investors are
also referred to the other risks identified from time to time in the Company's
reports and registration statements filed with the Securities and Exchange
Commission.
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EXHIBIT 99.3
NEWS RELEASE Contact: 408/995-5115
Public Relations: Katherine Potter,X1168
Investor Relations: Rick Barraza, X1125
Dramatic Growth At Calpine Continues
Recent Newsletter's Interpretation of Financial Results is Incorrect
SAN JOSE, Calif.--(BUSINESS WIRE)--March 27, 2000--Calpine Corporation
[NYSE:CPN], one of the nation's fastest growing power companies, reported today
that recently announced projects put the company ahead of schedule to achieve
its current growth objectives. In spite of this progress, an independent
newsletter issued March 24, 2000 portrayed Calpine's financial position in an
inaccurate and misleading fashion.
"Calpine is a leader in the U.S. power industry. Our current project
portfolio includes 70 projects in operation, construction or development,
totaling approximately 17,000 megawatts. This is an enormous program that will
continue to grow and provide significant long-term value as we move toward our
goal of having over 25,000 megawatts in operation by the end of 2004," stated
Calpine Chairman, President and CEO Peter Cartwright. "Our current operating
portfolio continues to perform ahead of our expectations, and we expect to
exceed the current First Call consensus for earnings per share in 2000 of
$2.26--31% higher than 1999 results," continued Cartwright.
"I want to assure our investors of the quality of our reported earnings,
and toward that end we make the following observations," added Cartwright.
Calpine currently has 26 power plants under construction or in announced
development, compared to eight plants at the beginning of 1999. With this growth
in the development program, the company incurred $77.6 million in capitalized
interest and development costs in 1999, a significant increase from 1998. These
costs will continue to increase and be substantial as the development program
rolls out. In accordance with generally accepted accounting principles (GAAP),
Calpine is required to capitalize interest during construction and development
costs until the plant enters commercial operation. At this time, the costs begin
to be amortized over the life of the power plant.
One of Calpine's competitive advantages is the ability to optimize its
operating portfolio to enhance long-term value. Recent successes include the
restructuring of the Gilroy power sales agreement with Pacific Gas and Electric
Company (PG&E). With this amendment, Calpine has the opportunity to earn assured
payment streams from PG&E. The project will be available in 2002 for Calpine to
market its output into the very attractive northern California power market as
part of the company's system of efficient gas-fired and geothermal power
facilities. The company is in active discussions to utilize this model to
restructure an additional 500 megawatts of generation in northern California.
Calpine is also looking to restructure power sales agreements at its other
plants across the country.
Another optimization success is Calpine's restructuring of its investment
in the Sumas project. This investment is based on a pre-determined 24.5% pre-tax
rate of return. In late 1998, the partnership agreement was amended to provide
dividend distributions sooner than forecast. Calpine is using these
distributions to invest in the accelerated growth of the development program.
The company has fully amortized its investment and recognizes earnings from this
project upon the receipt of the quarterly cash distributions.
The company enhanced its portfolio of low-cost gas resources in the
Sacramento Basin with the acquisition of Vintage Petroleum, Inc.'s interest in
the Rio Vista Gas Unit. The recognition of earnings from these assets began
after the transaction was completed on December 31, 1999.
In the third quarter of 1999, the company reclassed its recognition of
revenue and expenses related to third party sales and purchases of electricity
and gas to be consistent with industry practices. This change had no impact to
Calpine's net earnings.
"In structuring each acquisition and development project, we carefully work
to maximize the economic value of each asset. All elements of the transactions
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are reviewed with Arthur Andersen, our outside accountants, to insure the proper
recognition of earnings in accordance with GAAP,"' said Calpine Executive Vice
President and Chief Financial Officer Ann B. Curtis. "We are well on our way
toward becoming the premier power company in the U.S. The significant growth
that Calpine has achieved during the past year has provided, and will continue
to provide, solid financial performance and success in the years to come," added
Curtis.
The company has scheduled a conference call for this morning at 8:30 a.m.
Pacific Standard Time. To participate in a listen-only mode, please call (800)
322-9079.
About Calpine
Calpine Corporation is a leading U.S. power company dedicated to providing
customers with reliable and competitively priced electricity. Calpine currently
has interests in approximately 17,000 megawatts of capacity in operation, under
construction or in announced development in 20 states--enough energy to power
approximately 17 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.
This news release discusses certain matters that may be considered
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including statements regarding the intent, belief or current
expectations of Calpine Corporation ("the Company") and its management.
Prospective investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve a number of risks and
uncertainties that could materially affect actual results such as, but not
limited to, (i) changes in government regulations and anticipated deregulation
of the electric energy industry; (ii) commercial operations of new plants that
may be delayed or prevented because of various development and construction
risks, such as a failure to obtain financing and the necessary permits to
operate or the failure of third-party contractors to perform their contractual
obligations (iii) cost estimates are preliminary and actual cost may be higher
than estimated, (iv) the assurance that the Company will develop additional
plants, (v) a competitor's development of a lower-cost generating gas-fired
power plant or (vi) the risks associated with marketing and selling power from
power plants in the newly competitive energy market. Prospective investors are
also referred to the other risks identified from time to time in the Company's
reports and registration statements filed with the Securities and Exchange
Commission.
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