UNITED STATES 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 Date of Report (Date of earliest event reported): March 10, 2004 CALPINE CORPORATION (A Delaware Corporation) Commission File Number: 001-12079 I.R.S. Employer Identification No. 77-0212977 50 West San Fernando Street San Jose, California 95113 Telephone: (408) 995-5115 ITEM 5. OTHER EVENTS NEWS RELEASE CONTACTS: 408-995-5115 Media Relations: Katherine Potter, x1168 Investor Relations: Rick Barraza, x1125 Calpine Corporation Completes Tender Offer for 4% Convertible Senior Notes (SAN JOSE, Calif.) /PR Newswire - First Call/ March 10, 2004 - Calpine Corporation (NYSE: CPN) today announced that it has accepted for payment $409,434,000 aggregate principal amount of its 4% Convertible Senior Notes Due December 26, 2006 (the "Notes"), pursuant to its cash tender offer. Each holder who tendered Notes at or before 5:00 p.m., New York City time, on March 9, 2004, the expiration date of the tender offer, will receive approximately $1,008.22 for each $1,000 principal amount of tendered Notes, representing 100% of the principal amount thereof plus accrued but unpaid interest to, but not including, March 10, 2004. Calpine will pay an aggregate of $412,800,457 for the tendered Notes. Notes in the aggregate principal amount of $73,625,000 remain outstanding. Calpine Corporation, celebrating its 20th year in power in 2004, is a leading North American power company dedicated to providing electric power to wholesale and industrial customers from clean, efficient, natural gas-fired and geothermal power facilities. The company generates power at plants it owns or leases in 21 states in the United States, three provinces in Canada and in the United Kingdom. Calpine is also the world's largest producer of renewable geothermal energy, and owns or has access to approximately one trillion cubic feet equivalent of proved natural gas reserves in Canada and the United States. The company was founded in 1984 and is publicly traded on the New York Stock Exchange under the symbol CPN. For more information about Calpine, visit www.calpine.com. 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. CALPINE CORPORATION By: /s/ Charles B. Clark, Jr. ------------------------- Charles B. Clark, Jr. Senior Vice President and Controller Chief Accounting Officer Date: March 10, 2004