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
SEPTEMBER 26, 2001
(Date of Earliest Event Reported)
ORION POWER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-16077 52-2087649
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification Number)
of incorporation)
7 EAST REDWOOD STREET, 10TH FLOOR
BALTIMORE, MD 21202
(Address of principal executive offices, including Zip Code)
(410) 230-3500
(Registrant's telephone number, including area code)
Item 5 - Other Events.
On September 26, 2001, Orion Power Holdings, Inc. ("Orion Power") issued a press
release announcing that Reliant Resources, Inc., Reliant Energy Power Generation
Merger Sub, Inc. and Orion Power entered into an agreement and plan of
merger (the "Merger Agreement"), dated as of September 26, 2001. In connection
with the Merger Agreement, on September 26, 2001, Orion Power amended its Rights
Agreement, dated November 1, 2000 (as amended, the "Rights Agreement"), between
Orion Power and LaSalle National Bank Association as Rights Agent. A copy of
each of the Merger Agreement, the amendment to the Rights Agreement and the
press release is attached hereto as Exhibits 2.1, 4.1 and 99.1, respectively,
and is hereby incorporated by reference.
Item 7(c) - Exhibits.
2.1 Agreement and Plan of Merger, dated as of September 26, 2001, by and
among Reliant Resources, Inc., Reliant Energy Power Generation Merger
Sub, Inc. and Orion Power Holdings, Inc.
4.1 Amendment, dated as of September 26, 2001, to the Rights Agreement,
dated November 1, 2000, by and between Orion Power Holdings, Inc. and
LaSalle National Bank Association as Rights Agent.
99.1 Press release.
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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.
Orion Power Holdings, Inc.
Date: September 26, 2001 By: /s/ Scott B. Helm
---------------------------------
Name: Scott B. Helm
Title: Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of September 26, 2001, by and
among Reliant Resources, Inc., Reliant Energy Power Generation Merger
Sub, Inc. and Orion Power Holdings, Inc.
4.1 Amendment, dated as of September 26, 2001, to the Rights Agreement,
dated November 1, 2000, by and between Orion Power Holdings, Inc. and
LaSalle National Bank Association as Rights Agent.
99.1 Press release.