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 26, 2001 (Date of Earliest Event Reported) ORION POWER HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-16077 52-2087649 (State or other (Commission File Number) (IRS Employer jurisdiction Identification Number) of incorporation) 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 26, 2001, Orion Power Holdings, Inc. and Reliant Resources, Inc. issued the joint press release attached hereto as Exhibit 99.1 which is hereby incorporated by reference. Item 7(c) - Exhibits. 99.1 Press release. -2- 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 26, 2001 By: /s/ Scott B. Helm ------------------------------------ Name: Scott B. Helm Title: Executive Vice President and Chief Financial Officer -3- EXHIBIT INDEX 99.1 Press Release -4-