8-K
UNITED STATES 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): December 20, 2005
MIRANT
CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
N/A
(Commission File Number)
51-2574140
(I.R.S. Employer Identification Number)
1155 Perimeter Center West, Suite 100, Atlanta, Georgia 30338
(Address and zip code of principal executive offices)
(678) 579-5000
(Registrant’s telephone number, including area code)
N/A
(Name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure
The Registrant is filing under Item 7.01 of this Current Report on Form 8-K the information
included below. The information relates to Mirant North America, LLC
(the “Company”), an entity to be formed pursuant to the Second
Amended Joint Chapter 11 Plan of Reorganization of Mirant Corporation (“Mirant”) and its Affiliated
Debtors (and referred to therein as New MAG Holdco). This information has not been previously
reported to the public.
The
Company generally states the carrying value of its inventory,
including oil, at the lower of cost or market value as of each
balance sheet date. In addition, the Company enters into financial
swaps to reduce its exposure to oil needed to generate electricity by
its oil-fired facilities.
In
November 2005, the Company recognized a loss of approximately
$22 million in order to reduce its inventory balance to market
value as of November 30, 2005. This occurred after it
significantly increased its fuel oil inventory quantities in
preparation for winter electricity demand levels. Unrealized gains
for November 2005 related to oil financial swaps were
$14 million.
Due to the
reduction in the carrying value of the oil in the current period, a
lower expense will be recognized as this oil is used by the
Company’s generating facilities in the next few months. In addition,
the Company will realize the gains or losses associated with the
financial swaps that it previously entered into in order to hedge its
exposure to oil prices. Thus, the cumulative cost incurred for the
oil will be the fixed prices at which the Company entered into the
financial swaps to hedge its exposure and the November amounts
discussed above represent accounting losses to state the oil
inventory and financial swaps at fair value as of November 30,
2005.
This Item
7.01 contains forward-looking statements regarding our current intentions,
beliefs or expectations concerning, among other things, our results of operations, financial
condition and liquidity. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that may or may not occur
in the future. We caution you that forward-looking statements are not guarantees of future
performance and that our actual results of operations, financial condition and liquidity may differ
materially from those made in or suggested by the forward-looking
statements contained herein.
This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject
to the liabilities of that Section, unless the Registrant specifically incorporates it by reference
in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By
filing this Current Report on Form 8-K and furnishing this information, the Registrant makes no
admission as to the materiality of any information in this report that is required to be disclosed
solely by reason of Regulation FD.
2
SIGNATURE
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.
| |
|
|
|
|
Mirant Corporation |
|
|
|
|
|
By: /s/ Thomas Legro |
|
|
|
|
|
Name: Thomas Legro |
|
|
Title: Senior Vice President and
Controller |
|
|
|
Dated:
December 20, 2005 |
|
|
3