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): May 18, 2004 ORION POWER HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 1-16077 52-2087649 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) c/o RELIANT ENERGY, INC. 1000 MAIN STREET HOUSTON, TEXAS 77002 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (713) 497-3000 ------------------------------ ITEM 5. OTHER EVENTS. Attached hereto as Exhibit 99.1 and incorporated by reference herein is the text of Reliant Energy, Inc.'s press release dated May 18, 2004. All of the outstanding stock of Orion Power Holdings, Inc. is owned by Reliant Energy, Inc. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 99.1 Press Release issued by Reliant Energy, Inc. dated May 18, 2004 99.2 Purchase and Sale Agreement by and between Orion Power Holdings, Inc. Reliant Energy, Inc., Great Lakes Power Inc. and Brascan Corporation dated as of May 18, 2004. 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. ORION POWER HOLDINGS, INC. (Registrant) Date: May 21, 2004 By: /s/ Michael L. Jines --------------------------------- Michael L. Jines Senior Vice President General Counsel and Corporate Secretary EXHIBIT INDEX Exhibit Number Exhibit Description ------- ------------------- 99.1 Press Release issued by Reliant Energy, Inc. dated May 18, 2004 99.2 Purchase and Sale Agreement by and between Orion Power Holdings, Inc. Reliant Energy, Inc., Great Lakes Power Inc. and Brascan Corporation dated as of May 18, 2004.