8-K 1 f76405e8-k.txt FORM 8-K (10/16/2001) ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): OCTOBER 16, 2001 CALPINE CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-12079 77-0212977 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.)
50 WEST SAN FERNANDO STREET SAN JOSE, CALIFORNIA 95113 (Address of Principal Executive Offices) (Zip Code) (408) 995-5115 (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ================================================================================ ITEM 5. OTHER EVENTS On October 16, 2001, in connection with Calpine Canada Energy Finance ULC's offering of senior notes guaranteed by Calpine Corporation in the U.S. dollar fixed income markets (a reopening of senior notes previously issued in April 2001), Calpine Canada Energy Finance ULC and Wilmington Trust Company entered into an Amended and Restated Indenture relating to the senior notes. Calpine Canada Energy Finance ULC is a wholly-owned subsidiary of Calpine Corporation. Calpine Corporation, as guarantor of the senior notes, entered into a First Amendment to Guarantee Agreement with Wilmington Trust Company (an amendment to the Guarantee Agreement entered into between Calpine Corporation and Wilmington Trust Company in connection with the previous issuance of the senior notes in April 2001). Copies of these agreements are attached as exhibits to this Form 8-K. On October 18, 2001, in connection with Calpine Canada Energy Finance II ULC's offering of senior notes guaranteed by Calpine Corporation in the Sterling and Euro fixed income markets, Calpine Canada Energy Finance II ULC and Wilmington Trust Company entered into an Indenture and First Supplemental Indenture relating to the senior notes. Calpine Canada Energy Finance II ULC is a wholly-owned subsidiary of Calpine Corporation. Calpine Corporation, as guarantor of the senior notes, entered into a Guarantee Agreement and First Amendment to Guarantee Agreement with Wilmington Trust Company. Copies of these agreements are attached as exhibits to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of businesses acquired: Not Applicable (b) Pro Forma Financial Information: Not Applicable (c) Exhibits.
Exhibit No. Description ----------- ----------- 4.7 Amended and Restated Indenture dated as of October 16, 2001 between Calpine Canada Energy Finance ULC and Wilmington Trust Company. 4.8 First Amendment to Guarantee Agreement dated as of October 16, 2001 between Calpine Corporation and Wilmington Trust Company. 4.9 Indenture dated as of October 18, 2001 between Calpine Canada Energy Finance II ULC and Wilmington Trust Company. 4.10 First Supplemental Indenture dated as of October 18, 2001 between Calpine Canada Energy Finance II ULC and Wilmington Trust Company. 4.11 Guarantee Agreement dated as October 18, 2001 between Calpine Corporation and Wilmington Trust Company. 4.12 First Amendment to Guarantee Agreement dated as of October 18, 2001 between Calpine Corporation and Wilmington Trust Company.
SIGNATURES Pursuant to the requirements of the Securities 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. Senior Vice President and Controller (Chief Accounting Officer) Date: November 9, 2001 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 4.7 Amended and Restated Indenture dated as of October 16, 2001 between Calpine Canada Energy Finance ULC and Wilmington Trust Company. 4.8 First Amendment to Guarantee Agreement dated as of October 16, 2001 between Calpine Corporation and Wilmington Trust Company. 4.9 Indenture dated as of October 18, 2001 between Calpine Canada Energy Finance II ULC and Wilmington Trust Company. 4.10 First Supplemental Indenture dated as of October 18, 2001 between Calpine Canada Energy Finance II ULC and Wilmington Trust Company. 4.11 Guarantee Agreement dated as October 18, 2001 between Calpine Corporation and Wilmington Trust Company. 4.12 First Amendment to Guarantee Agreement dated as of October 18, 2001 between Calpine Corporation and Wilmington Trust Company.