transalta13da.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Psvjj/51lyHboeUI9uuUf4MULjt2VuZRyMNFq9YJr4xmyB/cMqPbYYdUXdNyZux5 iNyeFqbro1kA09m4nvMFEA== 0001341004-08-000332.txt : 20080214 0001341004-08-000332.hdr.sgml : 20080214 20080214130527 ACCESSION NUMBER: 0001341004-08-000332 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: LPCO INVESTMENTS S.A.R.L. GROUP MEMBERS: LS POWER PARTNERS II, L.P. GROUP MEMBERS: LS POWER PARTNERS, L.P. GROUP MEMBERS: LSP PENN HOLDINGS II, LLC GROUP MEMBERS: LSP PENN HOLDINGS, LLC GROUP MEMBERS: LUMINUS ASSET PARTNERS, L.P. GROUP MEMBERS: LUMINUS ENERGY PARTNERS MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSALTA CORP CENTRAL INDEX KEY: 0001144800 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79749 FILM NUMBER: 08612053 BUSINESS ADDRESS: STREET 1: 110 12TH AVE SW BOX 1900 STATION M STREET 2: CALGARY ALBERTA T2P 2MI CITY: CALGARY STATE: A0 ZIP: T2P2M1 BUSINESS PHONE: 2128948400 MAIL ADDRESS: STREET 1: 110-12TH AVENUE SW CITY: CALGARY ALBERTA CANADA STATE: A0 ZIP: T2P2M1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUMINUS MANAGEMENT LLC CENTRAL INDEX KEY: 0001279151 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 35TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126153450 MAIL ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 35TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 transalta13da.htm SCHEDULE 13D, AMENEMENT NO. 6 transalta13da.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Amendment No. 6)*

Under the Securities Exchange Act of 1934

TransAlta Corporation

__________________________________________________________________________________

(Name of Issuer)

Common Shares, no par value

__________________________________________________________________________________

(Title of Class of Securities)

89346D107

________________________________________________________________________________

(CUSIP Number)

John Staikos

Senior Vice President and General Counsel

LS Power Equity Advisors, LLC

1700 Broadway, 35th Floor

New York, New York 10019

212-615-3441

______________________________________________________________

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 13, 2008

_________________________________________________________________________

(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 that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 for other parties to whom copies are to be sent.

(Continued on followings pages)

(Page 1 of 12 Pages)

________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 89346D107

13D

Page 2 of 12 Pages

1.	Names of Reporting Persons. LSP Penn Holdings, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 16,782,400
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 16,782,400
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 8.3%
14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 89346D107

13D

Page 3 of 12 Pages

1.	Names of Reporting Persons. LSP Penn Holdings II, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 16,782,400
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 16,782,400
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 8.3%
14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 89346D107

13D

Page 4 of 12 Pages

1.	Names of Reporting Persons. LS Power Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 16,782,400
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 16,782,400
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 8.3%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 89346D107

13D

Page 5 of 12 Pages

1.	Names of Reporting Persons. LS Power Partners II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 16,782,400
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 16,782,400
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 8.3%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 89346D107

13D

Page 6 of 12 Pages

1.	Names of Reporting Persons. Luminus Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 16,782,400
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 16,782,400
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 8.3%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 89346D107

13D

Page 7 of 12 Pages

1.	Names of Reporting Persons. Luminus Asset Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 16,782,400
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 16,782,400
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 8.3%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 89346D107

13D

Page 8 of 12 Pages

1.	Names of Reporting Persons. Luminus Energy Partners Master Fund, Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Bermuda
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 16,782,400
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 16,782,400
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 8.3%
14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 89346D107

13D

Page 9 of 12 Pages

1.	Names of Reporting Persons. LPCO Investments S.a.r.l.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a) [ ] (b) [X]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 16,782,400
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 16,782,400
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 8.3%
14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 89346D107

13D

Page 10 of 12 Pages

This Amendment No. 6 (this "Amendment") amends and supplements the Schedule 13D initially filed on June 27, 2007 (the "Original Filing") and subsequently amended by the Reporting Persons relating to the Common Shares, no par value (the "Shares"), of TransAlta Corporation, a corporation incorporated under the Canada Business Corporations Act (the "Issuer"). Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment or any previously filed amendments. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Filing.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

On February 13, 2008, certain of the Reporting Persons issued a press release commenting on a recent report by Standard & Poor's relating to the Issuer.

A copy of the press release is included as Exhibit 7.6 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit Number	Description
7.6	Press release, dated February 13, 2008

CUSIP No. 89346D107

13D

Page 11 of 12 Pages

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth herein is true, complete and correct.

Dated: February 14, 2008

	LSP Penn Holdings, LLC


	By:	/s/ Darpan Kapadia
	Name:	Darpan Kapadia
	Title:	Managing Director

	LSP Penn Holdings II, LLC


	By:	/s/ Darpan Kapadia
	Name:	Darpan Kapadia
	Title:	Managing Director

	LS Power Partners, L.P.


	By:	/s/ Darpan Kapadia
	Name:	Darpan Kapadia
	Title:	Managing Director

	LS Power Partners II, L.P.


	By:	/s/ Darpan Kapadia
	Name:	Darpan Kapadia
	Title:	Managing Director

	Luminus Management, LLC


	By:	/s/ Paul Segal
	Name:	Paul Segal
	Title:	President

CUSIP No. 89346D107

13D

Page 12 of 12 Pages

	Luminus Asset Partners, L.P.


	By:	/s/ Paul Segal
	Name:	Paul Segal
	Title:	President

	Luminus Energy Partners Master Fund, Ltd.


	By:	/s/ Paul Segal
	Name:	Paul Segal
	Title:	Director

	LPCO Investments S.à.r.l.


	By:	Paul Segal, as attorney-in-fact

	By:	/s/ Paul Segal
	Name:	Paul Segal

EX-99 2 ex7-6.htm EXHIBIT 7.6 - PRESS RELEASE ex7-6.htm

Exhibit 7.6

LUMINUS COMMENTS ON RECENT STANDARD & POORS REPORT ON TRANSALTA CORPORATION

New York, February 13, 2008 – Luminus Management, LLC and LS Power (collectively “Luminus Group”), TransAlta Corporation’s (TSX: TA) (NYSE: TAC) largest shareholder, today commented on a February 6, 2008 report by Standard & Poor’s (“S&P”) examining the debt mix at TransAlta.

In the report, S&P notes that TransAlta’s investment grade credit rating is supported by a strong business risk profile due in large part to the contracted cash flow from its Alberta generation fleet. However, S&P notes that while “Stable cash flow from long-term contracts should not change significantly in the next two-to-three years … we classify cash flow derived from contracts with less than five years to maturity as merchant.”

While Luminus Group does not endorse S&P’s methodology, it believes that the implications for TransAlta’s business are clear. Absent extension of the Alberta power purchase agreements, TransAlta will not be able to retain its investment grade credit rating. In fact, Moody’s Investors Service published a similar viewpoint in its December 18, 2007 Credit Opinion of TransAlta when it stated, “Moody's expects that [the expiration of the Alberta PPA’s and long-term contracts] will result in negative pressure on TA's rating in the medium-term.” Luminus Group believes that TransAlta should prepare for the eventuality of a downgrade to below investment grade to insure that, when it comes, such an event does not catch the company unprepared and threaten its business.

Luminus Group also believes that TransAlta’s best long-term investment is in its own business, and that a share repurchase currently represents the best use of capital for creating long-term shareholder value. As discussed in “An Operator’s Guide to Unlocking Value at TransAlta” additional leverage is only one of many alternatives available to TransAlta to fund share buybacks. A large share buyback would allow shareholders who do not recognize this long-term value to sell their stock and shareholders, like Luminus Group, who are willing to wait for the ultimate realization of this value to derive a greater share of the benefit. However, TransAlta’s strict continued insistence on maintaining an investment grade credit rating in the face of an inevitable downgrade limits much of its strategic flexibility and creates significant risks to shareholder value.

Paul Segal, President of Luminus Management, commented: “It’s not enough for TransAlta to say we pay a dividend and we are investment grade therefore we have a low risk business model. TransAlta faces many challenges - including rapidly increasing construction costs - yet also has opportunities it needs to capitalize on, such as increasing power prices in its core power markets. Shareholders need a board that is realistic about the future, will address business risk proactively and will seek at every step to maximize long-term shareholder value.”

Luminus Group is the beneficial holder of approximately 8% of TransAlta’s shares and has put forth various shareholder proposals for inclusion in TransAlta’s Management Proxy Circular for the 2008 Annual and Special Meeting of Shareholders to be held on April 22, 2008, including a proposal that reserves Luminus Group’s right to nominate directors for election at that meeting. Luminus Group intends to announce its director nominees shortly. The record date for the Annual and Special Meeting is February 25, 2008. For more information, please visit www.ImproveTransAlta.com.

Page 1 of 3

About the Luminus Group:

Luminus Management

Founded in 2002, Luminus Management is the Investment Advisor to two investment partnerships – Luminus Energy Partners Master Fund, Ltd. and Luminus Asset Partners, LP. Luminus Management focuses primarily on investing in independent power and utility securities. The investment partnerships to which Luminus Management is Investment Advisor have approximately $1.4 billion of equity under management.

LS Power

Founded in 1990, LS Power is a fully integrated development, investment and asset management group with a proven track record of successful development activities, operations management and commercial contract origination and optimization. As a developer, LS Power has successfully developed gas-fired facilities and coal-fired facilities representing over 7,000 MW of total capacity, and is currently developing more than 6,000 MW of coal, natural gas and renewable power generation facilities. LS Power currently owns and manages three natural gas-fired power generation facilities representing approximately 1,765 MW. LS Power has purchased eighteen power generation projects with approximately 11,800 MW of generation capacity and manages two investment funds with approximately $4.3 billion of committed equity capital.

The foregoing includes, refers to or incorporates by reference certain statements that are “forward-looking statements”. All statements, other than statements of historical fact, in the foregoing that address activities, events or developments, proposed acquisitions, dispositions and financings that may occur in the future, including TransAlta’s future growth, results of operations, performance and business prospects and opportunities, and the assumptions underlying any of the foregoing, are forward-looking statements. These statements generally can be identified by use of forward-looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “believe”, “project”, “should”, or “continue” or the negative thereof or similar variations. Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond the Luminus Group’s control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. These risks and uncertainties include, among other things, risks related to: business risks; cost of fuels to produce electricity, legislative or regulatory developments, competition, global capital markets activity, changes in prevailing interest rates, currency exchange rates, inflation levels, plant availability, and general economic conditions. There can be no assurance that the expectations of the Luminus Group will prove to be correct.

Although the forward-looking statements contained in the foregoing are based upon what the Luminus Group believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements.

All forward-looking statements in the foregoing speak as of January 16, 2008. The Luminus Group shall have no duty and does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise.

The information concerning TransAlta contained in the foregoing has been taken from or is based upon publicly available documents or records on file with Canadian securities regulatory authorities and other public sources.

Page 2 of 3

The foregoing does not constitute a solicitation of a proxy, consent or authorization for or with respect to any meeting of, or action by vote, written consent or otherwise by, TransAlta’s shareholders. Any such solicitation, if made, will be made only in compliance with applicable law.

# # #

Media Contacts:

Sard Verbinnen & Co.

Paul Caminiti/Dan Gagnier/Lesley Bogdanow

212-687-8080

Page 3 of 3

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