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 31, 2005
CALPINE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Other Jurisdiction of Incorporation)
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
(Address of principal executive offices and telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 -- Other Events.
On March 31, 2005, Calpine Corporation filed its Form 10-K for the fiscal
year ended December 31, 2004 ("10-K"). It is filing this Form 8-K to correct
certain information as reported in the 10-K. We do not believe these
corrections, individually or in the aggregate, are material. These errata items
are as follows:
(a) In Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources -
Off-Balance Sheet Commitments, the Company stated "We guarantee $
billion of the total future minimum lease payments of our consolidated
subsidiaries related to our operating leases." The amount that was
inadvertently omitted is $1.6 billion; such amount is included in the
Commercial Commitments table in the same section.
(b) On the Company's Consolidated Balance Sheets, the Company states
"authorized 2,000,000,000 shares in 2003." The "2003" should be
"2004."
(c) In Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources -
Bankruptcy-Remote Subsidiaries, the Company has provided disclosures
pursuant to applicable transaction agreements relating to certain of
its bankruptcy-remote subsidiaries. Certain of the amounts were
reported incorrectly, however there is no impact on our consolidated
results (in thousands):
As Reported Should Be
----------- ----------
Calpine Northbrook Energy Marketing, LLC
Net (loss)......................................... $ (56,167) $ (6,884)
Power Contract Financing, LLC
Assets............................................. $1,109,825 $ 801,368
Liabilities........................................ $1,245,538 $1,227,028
Calpine Gilroy Cogen, L.P. and Calpine Gilroy 1, Inc.
Assets............................................. $ 438,955 $ 468,776
Liabilities........................................ $ 253,598 $ 127,505
Riverside Energy Center, LLC*
Assets............................................. $ 909,687 $ 667,794
Calpine Fox, LLC
Assets............................................. $ 480,685 $ 377,705
*Subsidiary name disclosed as "Riverside" in Form 10-K
(d) In Note 29 to the Consolidated Financial Statements, "Quarterly
Consolidated Financial Data (unaudited)," in the "2004, As Reported"
section of the table, certain of the amounts included in the December
31 column, were incorrectly stated. All amounts in that part of the
table should match the December 31 column in the "2004, Restated"
section of the table.
(e) In Note 29 to the Consolidated Financial Statements, "Quarterly
Consolidated Financial Data (unaudited)," certain earnings per share
amounts in the "2003, Restated" section for the quarter ended
September 30, 2003 were incorrectly reported:
As Reported Should Be
----------- ----------
Diluted earnings per common share:
Income (loss) before discontinued operations and
dilutive effect of certain securities.................. $ 0.45 $ 0.45
Dilutive effect of certain securities.................... (0.09) (0.06)
Income (loss) before discontinued operations and
cumulative effect of a change in accounting principle.. 0.36 0.39
Discontinued operations, net of tax...................... 0.15 0.12
Net income (loss)...................................... 0.51 0.51
In addition, the captions "Dilutive effect of certain trust preferred
securities" should have been "Dilutive effect of certain securities." The
"Restated" earnings per share amounts were correct for all other reporting
periods presented and the annual earnings per share amounts in the 10-K
Consolidated Financial Statements were correctly reported.
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, Controller and
Chief Accounting Officer
Date: April 29, 2005