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 December 14, 2001 (Date of Earliest Event Reported) Orion Power Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 1-16077 52-208764 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 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 December 14, 2001, Orion Power Holdings, Inc. ("Orion Power") and Reliant Resources, Inc. ("Reliant Resources") issued a joint press release announcing that the stockholders of Orion Power approved the agreement and plan of merger by and among Reliant Resources, Reliant Energy Power Generation Merger Sub, Inc., a wholly owned subsidiary of Reliant Resources, and Orion Power, dated as of September 26, 2001. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. Item 7(c) - Exhibits. 99.1 Press release. 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: December 14, 2001 By: /s/ Scott B. Helm ----------------------------------- Name: Scott B. Helm Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX 99.1 Press Release