8-K 1 a2113500z8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): MAY 30, 2003 TRANSCANADA CAPITAL -------------------------------------------------- (Exact name of Registrant as Specified in Charter) DELAWARE 1-14420 13-7095718 ----------------------------- ----------- ------------------ (State or Other (Commission (IRS Employer Jurisdiction of Incorporation) File Number) Identification No. C/O THE BANK OF NEW YORK, AS ADMINISTRATIVE TRUSTEE 101 BARCLAY STREET NEW YORK, NEW YORK 10286 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip) (212) 815-3200 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 1. CHANGES IN CONTROL OF REGISTRANT NOT APPLICABLE. Item 2. ACQUISITION OR DISPOSITION OF ASSETS NOT APPLICABLE. Item 3. BANKRUPTCY OR RECEIVERSHIP NOT APPLICABLE. Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT NOT APPLICABLE. Item 5. OTHER EVENTS 1. TransCanada Capital (the "Trust") has received a Notice from TransCanada PipeLines Limited ("TransCanada") of TransCanada's intention to exercise its right to redeem all of the issued and outstanding $160,009,000 principal amount of 8.75% Junior Subordinated Debentures ("Debentures") held by the Trust. The Debentures comprise essentially all of the assets of the Trust. 2. Upon the redemption of the Junior Subordinated Debentures, the proceeds of such redemption are required to be utilized by the Trust to redeem all of the issued and outstanding 8.75% Cumulative Trust Originated Preferred Securities and the 8.75% Cumulative Trust Originated Common Securities issued by the Trust (collectively, the "Trust Securities"). 3. The redemption date for the Debentures will be July 3, 2003 and the June 30, 2003 interest payment will be paid to the Trust in normal course. TransCanada Capital will be entitled to US$25.0122 per US$25.00 principal amount of the Debentures, which includes accrued and unpaid interest to the redemption date. 4. The proceeds of such redemption are required to be utilized by the Trust to redeem all of the Trust Securities issued by the Trust to the public. 5. The redemption date for the Trust Securities will be July 3, 2003 and the June 30, 2003 interest payment will be paid in normal course. Holders of the Trust Securities will be entitled to US$25.0122 per US$25.00 principal amount of such securities, which includes accrued and unpaid interest to the redemption date. 6. The Trust shall terminate upon the redemption of the Trust Securities. Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS NOT APPLICABLE. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) NOT APPLICABLE. (b) NOT APPLICABLE. (c) EXHIBITS. 1. Notice of Redemption of Debentures. 2. Notice of Redemption of Trust Securities. Item 8. CHANGE IN FISCAL YEAR NOT APPLICABLE. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on it behalf by the undersigned thereunto duly authorized. TRANSCANADA CAPITAL (Registrant) By: THE BANK OF NEW YORK As Administrative Trustee By: /s/ VANESSA MACK --------------------------- Vanessa Mack Assistant Vice-President Dated: May 30, 2003 EXHIBIT INDEX

EXHIBIT NO. PAGE ----------- ----- 99.1 ~~Administrative~~Notice ~~Trustee's Report in respect~~ of ~~(i)~~Redemption ~~receipt~~ of ~~5 $3,500,196~~Debentures.88 of5 ~~interest on TransCanada PipeLines Limited 8~~99.~~75%~~2 ~~Junior~~Notice ~~Subordinated Debentures due July 24, 2045 and (ii) payment~~ of ~~$3,500,196.88~~Redemption ~~to holders~~ of ~~TransCanada Capital Cumulative~~ Trust ~~Originated Preferred~~ Securities ~~and Common Stock on March 31, 2003~~. 7

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