-----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, ICOY7HLZFSdPr/SmK9qAtrDqmVNeu4yxQU5RZcVXD4oga4YC8YrrsrUuMRlvexaz 7NCuNmJMRy36oem/rqtR6A== 0001341004-08-000372.txt : 20080219 0001341004-08-000372.hdr.sgml : 20080218 20080219133329 ACCESSION NUMBER: 0001341004-08-000372 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080219 DATE AS OF CHANGE: 20080219 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: 08625883 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 luminus_sc13da.htm SC-13D/A luminus_sc13da.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Amendment No. 7)*

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 14, 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).
 
 


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. 7 (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 14, 2008, certain of the Reporting Persons issued a press release commenting on the Issuer's recent announcement that it plans to design, build and operate a 66-megawatt wind power project in southern Alberta.  A copy of the press release is included as Exhibit 7.7 hereto and is incorporated herein by reference.
 
On February 19, 2008, certain of the Reporting Persons issued a press release announcing their nomination of William Rockford, Richard Smith, Theodore Babcock and Jonathan Barrett for election to the Issuer's Board of Directors at the 2008 Annual and Special Meeting of Shareholders to be held on April 22, 2008.  A copy of the press release is included as Exhibit 7.8 hereto and is incorporated herein by reference.
 
 
Item 7. Material to be Filed as Exhibits.
 
Exhibit
Number
Description
7.7
 
Press release, dated February 14, 2008
 
7.8
 
Press release, dated February 19, 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 19, 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-99.1 2 luminus_ex7-7.htm EXHIBIT 7.7 -- PRESS RELEASE luminus_ex7-7.htm

 
Exhibit 7.7
 
 
LUMINUS COMMENTS ON TRANSALTA’S ANNOUNCEMENT OF THE
BLUE TRAIL WIND PROJECT
 
 
New York, February 14, 2008 - --Luminus Management, LLC and LS Power (collectively “Luminus Group”), TransAlta Corporation’s (TSX: TA) (NYSE: TAC) largest shareholder, today commented on the TransAlta’s February 13th announcement that it plans to design, build and operate a 66-megawatt wind power project in southern Alberta.
 
Paul Segal, President of Luminus Management, commented: “Although we are pleased to see that TransAlta continues to seek out growth opportunities within its core markets, TransAlta’s approach to developing its current growth projects that include Keephills, Kent Hills and now Blue Trail continues to move the company toward significantly increased business risk. Shareholders should take issue with the fact that all of these growth projects 1) lack fixed price construction contracts, 2) that only approximately 25% of the total projects’ output has been sold forward and, 3) that all of the capital cost – and corresponding risk – is being sourced from TransAlta’s free cash flow.”
 
Mr. Segal added, “Contrary to TransAlta’s stated ‘low-to-moderate risk strategy’ this very aggressive approach toward growth investment creates significant risk for shareholders and confirms that TransAlta is in fact a merchant independent power producer (IPP).”
 
Luminus Group noted that construction costs in energy sector projects have increased by approximately 20% annually over the last two years. Luminus Group believes that TransAlta’s decision to proceed with over $1 billion of construction projects without locking in fixed price construction contracts could seriously impact shareholder value down the road – offsetting years of dividend payments.
 
Mr. Segal continued, “TransAlta needs to be more disciplined in its capital allocation. As previously expressed in the White Paper we developed for TransAlta shareholders, ‘An Operator’s Guide to Unlocking Value at TransAlta’, Luminus believes that TransAlta can benefit from implementing a project finance funding model to fund opportunities like these growth projects using lower cost third party capital. Implementing this model would require TransAlta to either transfer or mitigate construction, power market and other risks. This would also free up TransAlta’s free cash flow for investment in TransAlta’s underlying business through a larger share repurchase program.”
 
Mr. Segal concluded, “TransAlta needs to acknowledge the risks that they are taking on behalf of shareholders and to transfer or mitigate those risks.”
 
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
 
 
 
Page 1 of 3

 
 
nominees shortly. The record date for the Annual and Special Meeting is February 25, 2008. For more information, please visit www.ImproveTransAlta.com.
 
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.
 
 
 
Page 2 of 3

 
 
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.
 
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

EX-99.2 3 luminus_ex7-8.htm EXHIBIT 7.8 -- PRESS RELEASE luminus_ex7-8.htm
Exhibit 7.8
 
LUMINUS MANAGEMENT NOMINATES MINORITY SLATE OF FOUR DIRECTORS
FOR TRANSALTA CORPORATION’S BOARD

Director Nominees Have Significant Unregulated Power, Project Management And Financial Experience

Minority Slate Would Strengthen Board, Take Proactive Steps To Enhance Value

New York – February 19, 2008 – Luminus Management, LLC and LS Power (collectively “Luminus Group”), TransAlta Corporation’s (TSX: TA) (NYSE: TAC) (the “Company”) largest shareholder with approximately 8% of the Company’s outstanding shares, today announced that it has nominated four highly qualified individuals for election to TransAlta’s Board of Directors at the Company’s 2008 Annual and Special Meeting of Shareholders to be held on April 22, 2008.  The nominees are William Rockford, Richard Smith, Theodore Babcock and Jonathan Barrett.

Paul Segal, President of Luminus Management, said, “We believe that the TransAlta Board needs to be augmented through the addition of individuals with industry specific experience and fresh perspective.  TransAlta is an unregulated power company, yet it lacks board level independent power industry experience.  To this end, we have nominated four qualified directors who will bring to the Board decades of experience as power industry investors, developers, operators, and financiers. The power industry expertise of our nominees will complement the broad corporate, but limited power industry experience of TransAlta’s other directors.  Collectively the new Board of TransAlta will be properly equipped to guide the Company forward, ensuring that it effectively exploits future value creation opportunities and as importantly, avoids making significant mistakes that would impair or destroy shareholder value.”

Mr. Segal continued, “Since Luminus Group commenced its dialogue with the Company almost a year ago, TransAlta has taken some positive steps consistent with certain of our recommendations.  Under pressure from Luminus Group, TransAlta seems for the time being to have abandoned the ill-conceived ideas of the international growth investments and value dilutive stock issuances.  Rather, the Company is reviewing the sale of the Mexican assets and has initiated a share buyback. As a result of these limited measures, TransAlta’s share price has appreciated by almost 50%.  By electing the minority slate that Luminus Group has put forward, we believe that these recent positive actions will be cemented and that all TransAlta shareholders will benefit from having a Board that can guide the Company to take the proactive steps necessary to increase and protect shareholder value.”

Luminus Group’s nominees are:

Mr. William Rockford.  Mr. Rockford led the Global Power and Project Finance Group at Chase Securities in the 1980’s and 1990’s.  He was involved with financing the growth of the independent power industry from its infancy to maturity, structuring many innovative transactions and providing much needed capital while ensuring investment discipline. Mr. Rockford has also been a successful private investor in the independent power industry.

Mr. M. Richard Smith.  Mr. Smith recently retired as President of Fossil Power at Bechtel after a 25-year career with the company.   Mr. Smith’s experience at Bechtel was far reaching and included power plant engineering, construction, operations and management.  Mr. Smith was also chief executive officer of InterGen an unregulated power company jointly owned by Bechtel and Royal Dutch/Shell Group, a role that culminated with the successful sale of InterGen for over $2 billion of equity value.
 
 
 


 
Mr. Theodore Babcock.  Mr. Babcock has served as CFO and Treasurer of several power and utility companies including TNP Enterprises, Keyspan and the Long Island Lighting Company.  Mr. Babcock has a broad range of practical experience in raising capital and funding the operations of investment grade and sub-investment grade utility and power companies, as well as with mergers and divestitures in the industry.

Mr. Jonathan Barrett.  Mr. Barrett is Managing Director of Luminus Management, and has held a variety of senior-level positions within Luminus Group.  Mr. Barrett has hands on industry expertise across project development, project/corporate finance, asset acquisitions and divestitures, power marketing, construction management, regulatory affairs and operations.

Luminus Group also urges all TransAlta shareholders to take the necessary steps with their custodial banks and brokerage firms to ensure they have the ability to vote at the upcoming Annual and Special Meeting to be held on April 22, 2008.  In particular, any shareholders interested in adding to their ownership of TransAlta should complete any such purchases by February 20 to allow for trade settlement by the record date, permitting them to vote those shares at the Company’s Annual and Special Meeting.  TransAlta shareholders should also pay particular attention to any shares presently held in swap arrangements or in margin accounts. In order to ensure that TransAlta shareholders have the ability to vote, they should consider promptly unwinding any swap accounts to allow sufficient time before the February 25 record date. Likewise, Luminus Group is also recommending that TransAlta shareholders with any shares held in margin accounts that may be loaned by a broker should consider moving the shares into a cash account in advance of the February 25 record date.

Detailed information on Luminus Group’s four nominees follows:

William Rockford
 
Mr. Rockford held several high-level positions with Chase Securities, including Managing Director (1980-2000), where he spearheaded the acquisition, development and management of independent power companies as Group Head of the Global Power and Project Finance Group.  Mr. Rockford also served as a Vice President and Relationship Manager for a commercial banking firm from 1973-1980, where he was responsible for several power and gas companies in the Public Utilities’ Division. Most recently from 2001 until its sale, Mr. Rockford was President and Chief Operating Officer for Primary Energy, an energy and independent power company, where he also served as a member of the Board of Directors. Mr. Rockford also serves as a member of the Board of Directors of TECO Energy.  He received a Bachelor of Arts in Economics and Master of Arts in Economics, both from Fordham University.
   
M. Richard Smith
Mr. Smith held a wide range of senior executive positions Bechtel Corporation, a global leader in engineering, construction and project management. During his 25 year tenure with Bechtel and its affiliated companies, Mr. Smith’s roles included construction of power plants and
 
 
 


 
 
investment in the development and management of power projects.  Mr. Smith served as Chief Executive Officer of InterGen, an unregulated power development and operating company jointly owned by Royal Dutch/Shell Group and Bechtel prior to its sale for over $2 billion in equity value.  From May 2000 to January 2004, Mr. Smith served as Executive Vice President and Managing Director of Bechtel Enterprises, during which time he oversaw Bechtel’s development and investment in the energy sector.  Previously, Mr. Smith served as Vice President of Corporate Development for PG&E Corporation (1999-2000) and Senior Vice President and General Manager of Development of PG&E Generating Company (1992-1999).  Mr. Smith also served as Vice President and Manager of Bechtel’s Pacific International Offices (1991-1992) and Vice President of Development at Bechtel Enterprises (1986-1991).  Prior to 1986, Mr. Smith held various engineering positions at Bechtel, University of Michigan and General Electric.  Mr. Smith has served on the board of PGESCo, a JV Egyptian E&C Company.  Mr. Smith received a Bachelor of Science degree in Aerospace Engineering from Auburn University, a Master of Science in Mechanical Engineering from Northeastern University, and a Master in Business Administration from Golden Gate University.
   
Theodore Babcock
Mr. Babcock has served as CFO and Treasurer of several power and utility companies, where his responsibilities included capital raising, risk management and key roles in M&A and dispositions.  Mr. Babcock was a Managing Director at Laurel Hill Capital Partners (1999-2006), which led a group of investors in the acquisition of TNP Enterprises in the first leveraged buyout of a utility.  He also served as CFO of TNP Enterprises (2000-2005) where he helped transition the company through electric market deregulation in Texas.  Previously, Mr. Babcock served as Treasurer for Keyspan Energy Corp. (1998), Long Island Lighting Company (1992-1998), AmBase Corp. (1987-1991) and was Assistant Treasurer at Associated Dry Goods Corp. (1984-1987).  Most recently, Mr. Babcock was a Managing Director at LS Power Equity Advisors in 2007 where he led an effort targeting significant or controlling investments in U.S. regulated utilities and renewable energy companies.  Mr. Babcock received a Bachelor of Science degree in Accounting from Manhattan College and a Master in Business Administration from Iona College.
   
Jonathan Barrett
Mr. Barrett is Managing Director of Luminus Management, an investment advisory company that focuses primarily on

 
 


 
 
investing in independent power and utility securities. Since 2003, he has held a variety of senior-level positions within Luminus Management and its affiliate LS Power Group, including  Managing Director of LS Power Equity Advisors, where he specialized in transaction execution and financial and debt structuring; he was also a member of LS Power’s Investment Committee.  From 1996-2002, Mr. Barrett was a director in Salomon Smith Barney’s Merger and Acquisition Group, where he focused on transactions and corporate restructurings across various industries.  Mr. Barrett served as Financial Officer of Ossa Properties from 1992-1996, overseeing the acquisition, financing, and restructuring of residential and commercial real estate assets.  Mr. Barrett received a Bachelor of Accounting degree from the University of Witwatersrand in Johannesburg, South Africa, and completed two years with PriceWaterhouse.

Luminus Group 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.  The record date for the Annual and Special Meeting is February 25, 2008.  For more information, please visit www.ImproveTransAlta.com.

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.

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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.

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.

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Media Contacts:
Sard Verbinnen & Co.
Paul Caminiti/Dan Gagnier/Lesley Bogdanow
212-687-8080


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