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): June 26, 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
<PAGE>
ITEM 5. OTHER EVENTS
On June 26, 2000, Calpine Corporation, a Delaware Corporation,
announced a strategic alliance with Dallas, Texas-based Panda Energy
International, Inc. and plans to acquire from Panda the development rights to
construct, own and operate the Oneta project -- a 1,000-megawatt natural
gas-fired power facility. The agreement also provides Calpine the exclusive
development rights for seven additional projects, representing more than 9,600
megawatts of gas-fired generation in the U.S.
On June 26, 2000, Calpine Corporation announced plans to acquire
Northbrook, Illinois-based SkyGen Energy LLC (SkyGen Energy) from Michael Polsky
and from Wisvest Corporation, a Wisconsin Energy Corp. affiliate. The SkyGen
Energy acquisition -- along with other recently announced acquisitions -- will
increase Calpine's 2004 operating portfolio to over 40,000 net megawatts of
generation.
On June 27, 2000, Calpine Corporation announced plans to build, own and
operate a natural gas-fired cogeneration energy center at the BP Amoco chemical
facility in Decatur, Alabama. The proposed Morgan Energy Center will generate
approximately 660 megawatts of electricity in addition to supplying steam for BP
Amoco's facility. The project will also be capable of generating an additional
130 megawatts of peaking capacity.
(C) Exhibits.
99.0 Press release dated June 26, 2000, announcing strategic alliance with
Dallas, Texas-based Panda Energy International, Inc.
99.1 Press release dated June 26, 2000, announcing plans to acquire
Northbrook, Illinois-based SkyGen Energy LLC (SkyGen Energy)
99.2 Press release dated June 27, 2000, announcing development of
660-megawatt Morgan Energy Center
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
June 29, 2000
<PAGE>
EXHIBIT 99.0
NEWS RELEASE Contact: 408/995-5115
Public Relations: Katherine Potter, X1168
Investor Relations: Rick Barraza, X1125
CALPINE ANNOUNCES STRATEGIC ALLIANCE WITH PANDA ENERGY
TO ACQUIRE DEVELOPMENT RIGHTS AND GAS TURBINES
Panda Alliance To Provide Calpine With 10,000-Megawatt Development Pipeline
(SAN JOSE, CALIF.) June 26, 2000 -- Calpine Corporation [NYSE:CPN], the
nation's fastest growing independent power company, announced today a strategic
alliance with Dallas, Texas-based Panda Energy International, Inc. and plans to
acquire from Panda the development rights to construct, own and operate the
Oneta project -- a 1,000-megawatt natural gas-fired power facility. In addition,
Calpine will acquire from Panda 24 General Electric 7 FA gas turbines and 12
steam turbines, scheduled for delivery in 2001 and 2002. The agreement also
provides Calpine the exclusive development rights for seven additional projects,
representing more than 9,600 megawatts of gas-fired generation in the U.S. Two
of these facilities are in advanced stages of development. The transaction is
expected to close in July 2000.
Calpine Chief Executive Officer and President Peter Cartwright stated,
"Panda has a great portfolio of projects under development, including some of
the largest power plants in the country. Calpine's alliance with Bob Carter,
Panda's CEO, and his fine development team, offers tremendous upside potential
for both companies."
The Oneta facility will be built in Coweta, Okla., southeast of Tulsa.
It will be Calpine's fourth power project in the Southwest Power Pool. These
facilities will operate as a system of highly efficient energy centers.
Construction for the natural gas-fired project is scheduled to begin during the
third quarter of 2000, with energy deliveries slated to begin in June 2002.
This alliance and strategic development pipeline considerably
strengthens Calpine's position as a low-cost power provider in key energy
markets throughout the U.S.
Under the agreement, Calpine will pay Panda approximately $126 million,
which includes reimbursement of development costs, payments for the gas and
steam turbines, and the Oneta facility. During commercial operation of the Oneta
facility, Panda will receive contingent payments.
As each of the seven future development projects is successfully
permitted and all conditions are in place to begin construction, Calpine will
have the right to acquire a 100 percent interest in each facility, with Panda
receiving a development fee and contingent payments. Calpine will build and
operate the projects.
Panda Energy is a privately held, non-regulated electric generation
company with headquarters in Dallas, Texas. Its primary focus is the
development, ownership and operation of clean, low-cost power plants. Further
details are available on Panda's website at www.pandaenergy.com.
Calpine Corporation, the nation's leading independent power company, is
dedicated to providing customers with reliable and competitively priced
electricity. Calpine is focused on clean, efficient combined-cycle, natural
gas-fired generation and is the nation's largest producer of renewable
geothermal energy. Calpine has launched 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.
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, (vi) receipt of regulatory approvals or (vii) 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.
<PAGE>
EXHIBIT 99.1
NEWS RELEASE Contact: 408/995-5115
Public Relations: Katherine Potter, X1168
Investor Relations: Rick Barraza, X1125
CALPINE TO ACQUIRE SKYGEN ENERGY
Company to Increase 2004 Operating Portfolio
to Over 40,000 Megawatts of Generation
(SAN JOSE, CALIF.) June 26, 2000 -- Calpine Corporation [NYSE:CPN]
today announced plans to acquire Northbrook, Ill.-based SkyGen Energy LLC
(SkyGen Energy) from Michael Polsky and from Wisvest Corporation, a Wisconsin
Energy Corp. affiliate, for $450 million, plus the assumption of certain
obligations of SkyGen Energy. The SkyGen Energy acquisition -- along with other
recently announced acquisitions -- will increase Calpine's 2004 operating
portfolio to over 40,000 net megawatts of generation.
SkyGen Energy is a leading developer, owner and operator of independent
power projects in North America. Upon closing of the transaction, expected
during the third quarter of 2000, Calpine will increase its power portfolio by
up to 13,500 net megawatts of natural gas-fired generation in the U.S., and will
acquire 34 General Electric 7 FA gas turbines to power its newly acquired
development projects.
Under the terms of the agreement, Calpine will add three operating
facilities (780 net megawatts), three projects under construction (812 net
megawatts), 13 late-stage development facilities (5,258 net megawatts) and 16
project development opportunities (6,615 net megawatts). This acquisition
provides several strategic benefits to Calpine. In addition to providing the
company with a strong mix of gas-fired cogeneration and peaking facilities in
new and strategic markets, SkyGen Energy's team of energy professionals with
experience in large-scale industrial cogeneration projects -- and its proven
track record and pipeline of projects with long-term power and steam sales
agreements -- will complement Calpine's existing cogeneration and merchant power
mix. SkyGen Energy's outstanding portfolio, combined with Calpine's expertise in
finance, construction, operations and power marketing provide significant
strategic value for Calpine.
Calpine Chief Executive Officer and President Peter Cartwright stated,
"I am extremely pleased that Michael Polsky and his team will be joining
Calpine. SkyGen Energy is one of the premier power plant developers in the
country. Michael's vision for the U.S. power industry closely parallels my own."
SkyGen was founded by Michael Polsky in 1991. SkyGen will continue to
develop its portfolio of development projects as a wholly owned subsidiary of
Calpine. Michael Polsky will serve as President of SkyGen and as a member of
Calpine's Board of Directors.
Michael Polsky stated, "The addition of SkyGen to the Calpine
organization will create the most powerful and dynamic power producer in U.S."
SkyGen Energy currently employs 70 energy professionals. As part of the
SkyGen Energy acquisition, Michael Polsky will receive approximately 1.1 million
shares of Calpine common stock. In addition, Calpine will make contingent
payments for completion of certain project development milestones. Goldman Sachs
& Co. acted as financial advisor to SkyGen Energy, with Credit Suisse First
Boston serving as Calpine's advisor.
To fund the SkyGen Energy and other recently announced acquisitions,
Calpine has obtained a $1 billion short-term credit facility with The Bank of
Nova Scotia, Credit Suisse First Boston and CIBC World Markets. The company
expects to refinance this facility in the capital markets.
Based in San Jose, Calif., Calpine Corporation is dedicated to
providing customers with reliable and competitively priced electricity. Calpine
is focused on clean, efficient combined-cycle, natural gas-fired generation and
is the nation's largest producer of renewable geothermal energy. Calpine has
launched the largest power development program in the U.S. To date, the company
has a combined interest in approximately 26,700 megawatts of electric generation
capacity in operation, under construction and announced development in 25 states
and Alberta, Canada. 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) 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, (vi) receipt of regulatory approvals or (vii) 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.
<PAGE>
EXHIBIT 99.2
NEWS RELEASE Contact: 408/995-5115
Public Relations: Katherine Potter, X1168
Investor Relations: Rick Barraza, X1125
CALPINE EXPANDS PRESENCE IN ALABAMA ELECTRIC POWER MARKET
Company Announces Plans for 660-Megawatt Energy Center
at BP Amoco's Decatur, Alabama Chemical Plant
(SAN JOSE, CALIF.) June 27, 2000 -- Calpine Corporation [NYSE:CPN], the
nation's leading independent power company, today announced plans to build, own
and operate a natural gas-fired cogeneration energy center at the BP Amoco
chemical facility in Decatur, Ala. The proposed Morgan Energy Center will
generate approximately 660 megawatts of electricity in addition to supplying
steam for BP Amoco's facility. The project will also be capable of generating an
additional 130 megawatts of peaking capacity. Permitting for the $350 million
project is nearing completion, with construction scheduled to start in the third
quarter of 2000. The first phase of electricity production (440 megawatts) is
slated to begin in the third quarter of 2002. The second phase of production
(220 megawatts) is expected to enter operations during the first quarter of
2004.
Under the terms of a 20-year agreement, the Morgan Energy Center will
provide BP Amoco with steam for its Decatur facility. In addition, Amoco Energy
Trading Corporation, a BP Amoco affiliate, will purchase from Calpine up to 168
megawatts of electrical output from the Morgan plant for sale into the wholesale
power market. Calpine will market the remaining power from the facility into the
Southeastern U.S. wholesale power market under a variety of short-, mid- and
long-term contracts.
"In today's competitive power industry, world-class chemical producers
like BP Amoco demand the highest quality product at competitive costs," said
Diana Naylor, Calpine's senior vice president. "We appreciate BP Amoco's
confidence in our ability to construct and reliably operate this facility to
meet their stringent energy demands."
Danny Wallace, general manager for BP Amoco's Decatur Works stated,
"Calpine will be an integral part of our facility, and we are looking forward to
building upon our relationship with them. The Morgan Energy Center will help our
Decatur facility remain competitive in today's global marketplace. And, as an
environmentally responsible, fuel-efficient energy resource, it will further
demonstrate BP Amoco's continued commitment to protecting the environment."
"The process of selecting the proper company for our site was very
deliberate and detailed. We began the process almost two years ago and through
careful consideration and analysis selected Calpine," added Wallace.
Calpine will manage project development for the Morgan Energy Center,
including engineering and design, construction, fuel management and power
marketing. In addition, an intrastate natural gas pipeline will be constructed
to fuel the new plant and the recently announced Decatur Energy Center, under
development at the nearby Solutia plant. This full-service approach enables
Calpine to lower costs, control quality and make project enhancements throughout
the development process. Calpine will coordinate construction and operations of
the Morgan and Decatur Energy Centers. These investments represent a firm
commitment by Calpine to the Decatur and Morgan County communities.
To achieve maximum fuel efficiency, Calpine will incorporate three
Siemens Westinghouse 501F combustion turbines operated in combined-cycle with a
single steam turbine, and will utilize advanced emission control technology to
dramatically lower emissions compared to the average natural gas-fired utility
plant and other forms of fossil fueled generation.
"The Morgan Energy Center will be one of the most fuel efficient and
environmentally responsible power plants to be built in the United States," said
Naylor. "Customers and the environment win."
The company looks forward to expanding its operations in the state of
Alabama. In addition to the Morgan and Decatur facilities, Calpine is developing
a 700-megawatt natural gas-fired energy center in Tallapoosa County, Ala. north
of Alexander City.
Based in San Jose, Calif., Calpine Corporation is dedicated to
providing customers with reliable and competitively priced electricity. Calpine
is focused on clean, efficient combined-cycle, natural gas-fired generation and
is the nation's largest producer of renewable geothermal energy. Calpine has
launched the largest power development program in the U.S. To date, the company
has a combined interest in approximately 26,700 megawatts of electric generation
capacity in operation, under construction and announced development in 25 states
and Alberta, Canada. 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) 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, (vi) receipt of regulatory approvals or (vii) 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.
