MIRANT CORPORATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 22, 2005
Mirant Corporation
(Exact name of registrant as specified in charter)
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| Delaware
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001-16107
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58-2056305 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 1155 Perimeter Center West, Suite 100, Atlanta, Georgia
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30338 |
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(Zip Code) |
Registrant’s telephone number, including area code: (678) 579-5000
N/A
(Former 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 (see General Instruction
A.2. below):
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
On September 22, 2005, Mirant Corporation and its affiliated debtors and debtors-in-possession
(“Mirant” or the “Company”) filed a Second Amended Plan of Reorganization (the “Plan”) and a
related Second Amended Disclosure Statement (the “Disclosure Statement”) with the U.S. Bankruptcy
Court for the Northern District of Texas, Fort Worth division (the “Court”). A copy of the
Disclosure Statement is attached hereto as Exhibit 99.1.
The Disclosure Statement provides that Mr. Edward R. Muller will be named chairman, president,
and chief executive officer upon the Bankruptcy Court’s approval of the Disclosure Statement and
his employment agreement, which is expected to occur on September 28, 2005. In addition, the
Disclosure Statement includes disclosure regarding Mirant’s proposed board of directors upon
emergence from bankruptcy. A copy of a press release issued by Mirant discussing these matters is
attached hereto as Exhibit 99.2.
Bankruptcy law does not permit solicitation of acceptances of the Plan until the Bankruptcy
Court approves the applicable Disclosure Statement relating to the Plan as providing adequate
information of a kind, and in sufficient detail, as far as is reasonably practicable in light of
the nature and history of the debtor and the condition of the debtor’s books and records, that
would enable a hypothetical reasonable investor typical of the holder of claims or interests of the
relevant class to make an informed judgment about the Plan. Accordingly, this announcement is not
intended to be, nor should it be construed as, a solicitation for a vote on the Plan. Mirant will
emerge from Chapter 11 when and if the Plan receives the requisite stakeholder approval and is
confirmed by the Court.
Item 8.01 Other Events.
The Plan filed with the Court is attached hereto as Exhibit 2.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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| Exhibit No. |
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Exhibit Name |
2.1
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Second Amended Joint Chapter 11 Plan of Reorganization for Mirant Corporation and its Affiliated Debtors |
99.1
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Second Amended Disclosure Statement related to the Debtors’ Second Amended Joint Chapter 11 Plan of
Reorganization |
99.2
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Press Release, dated September 22, 2005 |
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, thereunto duly authorized.
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Date: September 23, 2005 |
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Mirant Corporation |
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/s/ Dan Streek |
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Dan Streek |
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Vice President and Controller |
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(Principal Accounting Officer) |