-----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, FOIdH3mkCcT1cRO93+j95Ha3eUgRgw3SwLRbQWIDemSjICkhpbD5v8MSngmuLWFv YwG8gHqPT/Cpa9MA6gyIfg== 0000919574-08-004805.txt : 20080815 0000919574-08-004805.hdr.sgml : 20080814 20080815175930 ACCESSION NUMBER: 0000919574-08-004805 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080813 FILED AS OF DATE: 20080815 DATE AS OF CHANGE: 20080815 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CALPINE CORP CENTRAL INDEX KEY: 0000916457 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 770212977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 50 WEST SAN FERNANDO ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089955115 MAIL ADDRESS: STREET 1: 50 W SAN FERNANDO STREET 2: SUITE 500 CITY: SAN JOSE STATE: CA ZIP: 95113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HMC - NEW YORK, INC. CENTRAL INDEX KEY: 0001371519 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 081023764 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-6970 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC CENTRAL INDEX KEY: 0001371518 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 081023765 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-6970 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. CENTRAL INDEX KEY: 0001371517 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 081023766 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-6970 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: HARBINGER CAPITAL PARTNERS SITUATIONS FUND, L.P. DATE OF NAME CHANGE: 20060803 3 1 p911522_ex.xml X0203 3 2008-08-13 0 0000916457 CALPINE CORP CPN 0001371517 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. 555 MADISON AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks 0001371518 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC 555 MADISON AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks 0001371519 HMC - NEW YORK, INC. 555 MADISON AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks Common Stock 33869892 D Warrants 23.88 2008-02-06 2008-08-25 Common Stock 491345 D Equity Swap Common Stock 645825 D Equity Swap Common Stock 135000 D Equity Swap Common Stock 894440 D Equity Swap Common Stock 2529000 D Equity Swap Common Stock 858325 D Equity Swap Common Stock 190000 D Equity Swap Common Stock 62500 D Equity Swap Common Stock 687500 D Equity Swap Common Stock 750000 D IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (THE "FUND"). ALL OTHER ENTITIES ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH THE FUND. These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"), which is a Reporting Person. These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), HMC-New York, Inc. ("HMCNY"), Harbert Management Corporation ("HMC"), Philip Falcone, Raymond J. Harbert and Michael Luce. HCPSS is the general partner of the Special Situations Fund. HMCNY is the managing member of HCPSS. HMC wholly owns HMCNY. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. HMC, Philip Falcone, Raymond J. Harbert and Michael D. Luce previously reported their beneficial ownership on a Form 3/A filed on February 14, 2008. Each Reporting Person listed in Footnotes 2 and 3 disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Includes 3,092,603 Shares held by Kelson Investments, S.ar.l., an indirect wholly owned subsidiary of Harbinger Capital Partners Master Fund I, Ltd. and the Special Situations Fund. The amount of shares beneficially owned indicated herein are adjusted to reflect the actual shares received from the reorganization of the Issuer on February 6, 2008. The Special Situations Fund has entered into equity swap agreements with GS under which GS agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay GS an amount equal to any decrease, in the official market price of an aggregate of 645,825 Shares above or below an initial reference price of US$0.255 per Share on January 21, 2009. The equity swap agreement contemplates monthly interim payments of appreciation or depreciation of the Shares, as the case may be, and a finance fee between the parties during the term it is outstanding. GS will pay to the Special Situations Fund an amount equal to any dividends paid on the Shares during the term of the equity swap agreement. Effective January 31, 2008, the shares of common stock of the issuer which served as the reference security for these equity swap agreements were cancelled, and each holder of such cancelled shares received warrants to purchase new shares of the reorganized issuer in an amount equal to approximately 1/10 of the number of such cancelled shares, at an exercise price $23.88 per new share and with an expiration date of August 25, 2008. Such warrants now serve as the reference security for these equity swap agreements. All balances will be cash settled, and neither party acquires any voting or similar rights, or dispositive power over the Shares. Subject to certain conditions, the equity swap agreement may be terminated by either party in whole or in part. The Special Situations Fund has entered into equity swap agreements with Deutsche Bank AG ("Deutsche") under which Deutsche agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay Deutsche an amount equal to any decrease, in the official market price of an aggregate of 135,000 shares, 894,440 shares, 2,529,000 shares, 858,325 shares, 190,000 shares, 62,500 shares, 687,500 shares and 750,000 shares, respectively, above or below an initial reference price of US$1.52650 per share, US$3.51200 per share, US$3.98860 per share, US$3.79420 per share, US$3.25890 per share, US$3.270000 per share, US$3.308500 per share and US$3.373500 per share respectively, on June 30, 2008. The equity swap agreement contemplates monthly interim payments of appreciation or depreciation of the shares, as the case may be, and a finance fee between the parties during the term it is outstanding. Deutsche will pay to the Special Situations Fund an amount equal to any dividends paid on the shares during the term of the equity swap agreement. Effective January 31, 2008, the shares of common stock of the issuer which served as the reference security for these equity swap agreements were cancelled, and each holder of such cancelled shares received warrants to purchase new shares of the reorganized issuer in an amount equal to approximately 1/10 of the number of such cancelled shares, at an exercise price $23.88 per new share and with an expiration date of August 25, 2008. Such warrants now serve as the reference security for these equity swap agreements. All balances will be cash settled, and neither party acquires any voting or similar rights, or dispositive power over the shares. Subject to certain conditions, the equity swap agreement may be terminated by either party in whole or in part. (+) The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the Reporting Person. This report shall not be deemed an admission that such Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by such Reporting Person. Harbinger Capital Partners Special Situations Fund, L.P.(+), By: Harbinger Capital Partners Special Situations GP, LLC, By: HMC-New York, Inc., Managing Member, By: /s/ William R. Lucas, Jr. 2008-08-15 Harbinger Capital Partners Special Situations GP, LLC(+), By: HMC-New York, Managing Member, By: /s/ William R. Lucas, Jr. 2008-08-15 HMC-New York, Inc.(+), By: /s/ William R. Lucas, Jr. 2008-08-15 -----END PRIVACY-ENHANCED MESSAGE-----