UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 1)*
CALPINE CORPORATION
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of
Securities)
131347106
(CUSIP Number)
December 31, 2004
(Date of Event which
Requires Filing
of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
[ ] Rule
13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following
pages
Page 1 of 7 Pages
SCHEDULE 13G
| CUSIP No. 131347106
|
|
Page 2 of 7 Pages
|
| 1
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
|
|
SATELLITE ASSET MANAGEMENT, L.P. |
| 2
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
| 4
|
Citizenship or Place of
Organization
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
5
6
7
8
|
Sole Voting Power
43,525,311
Shared Voting Power
0
Sole Dispositive Power
43,525,311
Shared Dispositive Power
0
|
|
|
| 9
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
|
| 10
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
| 11
|
Percent of Class Represented By Amount in Row (9)
|
| 12
|
Type of Reporting
Person (See Instructions)
|
SCHEDULE 13G
| CUSIP No. 131347106
|
|
Page 3 of 7 Pages
|
| 1
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
|
|
SATELLITE FUND MANAGEMENT, LLC |
| 2
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
| 4
|
Citizenship or Place of
Organization
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
5
6
7
8
|
Sole Voting Power
43,525,311
Shared Voting Power
0
Sole Dispositive Power
43,525,311
Shared Dispositive Power
0
|
|
|
| 9
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
|
| 10
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
| 11
|
Percent of Class Represented By Amount in Row (9)
|
| 12
|
Type of Reporting
Person (See Instructions)
|
Page 4 of 7 Pages
| Item 1(a)
|
Name of Issuer:
|
|
Calpine Corporation (the “Issuer”) |
| Item 1(b)
|
Address of the
Issuer’s Principal Executive Offices:
|
|
50 West San Fernando Street,
San Jose, California 95113 |
| Item 2(a)
|
Name of Person Filing:
|
|
The
Statement is filed on behalf of each of the following persons (collectively, the
“Reporting Persons”): |
|
i)
Satellite Asset Management, L.P. (“Satellite Asset Management”); and |
|
ii)
Satellite Fund Management, LLC (“Fund Management”). |
This statement relates to securities convertible into Shares (as defined herein) held for the accounts certain
investment funds and accounts over which Satellite Asset Management has discretionary investment trading
authority. The general partner of Satellite Asset Management is Fund Management. Fund Management has seven
members, and investment decisions made by such members, when necessary, are made through approval of a majority
of such members.
| Item 2(b)
|
Address of
Principal Business Office or, if None, Residence:
|
The address of the principal business office of each of the Reporting Persons is 623 Fifth Avenue,
20th Floor, New York, NY 10022.
|
1)
Satellite Asset Management is a Delaware limited partnership; and |
|
2)
Fund Management is a Delaware limited liability company. |
| Item 2(d)
|
Title of Class
of Securities:
|
|
Common
Stock, $.001 par value per share (the “Shares”) |
| Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a:
|
|
This Item 3 is not applicable. |
Page 5 of 7 Pages
| Item 4(a)
|
Amount
Beneficially Owned:
|
As of December 31, 2004, each of Satellite Asset Management and Fund Management may be deemed to be the
beneficial owner of 43,525,311 Shares, assuming the conversion of certain convertible securities held for the
accounts of certain investment funds and accounts over which Satellite Asset Management has discretionary
investment trading authority.
| Item 4(b)
|
Percent of
Class:
|
The number of Shares of which each of Satellite Asset Management and Fund Management may be deemed to
beneficially own constitutes approximately 7.6% of the total number of Shares outstanding (based upon information
provided by the Issuer in its most recent quarterly report on Form 10-Q, the number of Shares outstanding was
534,306,554 as of November 5, 2004), assuming the conversion of the convertible securities held for the accounts
of the investment funds and accounts over which Satellite Asset Management has discretionary investment trading
authority.
| Item 4(c)
|
Number of
shares as to which such person has:
|
|
Satellite Asset Management |
|
|
(i) Sole power to vote or direct the vote: |
43,525,311 |
|
(ii) Shared power to vote or to direct the vote |
0 |
|
(iii) Sole power to dispose or to direct the disposition of |
43,525,311 |
|
(iv) Shared power to dispose or to direct the disposition of |
0 |
|
Fund Management |
|
|
(i) Sole power to vote or direct the vote: |
43,525,311 |
|
(ii) Shared power to vote or to direct the vote |
0 |
|
(iii) Sole power to dispose or to direct the disposition of |
43,525,311 |
|
(iv) Shared power to dispose or to direct the disposition of |
0 |
| Item 5.
|
Ownership of
Five Percent or Less of a Class:
|
This Item 5 is not applicable.
| Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
The limited partners of (or investors in) each of the investment funds and accounts for which Satellite Asset
Management exercises discretionary investment trading authority have the right to participate in the receipt of
dividends from, or proceeds from the sale of, the securities held for the accounts of their respective funds in
accordance with their respective limited partnership interests (or shares owned) in their respective funds.
Page 6 of 7 Pages
| Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person: |
|
This Item 7 is not applicable. |
| Item 8.
|
Identification
and Classification of Members of the Group: |
|
This Item 8 is not applicable. |
| Item 9.
|
Notice of
Dissolution of Group: |
|
This Item 9 is not applicable. |
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the Issuer of such securities and were not acquired and are not held in
connection with or as a participant in any transaction having such purpose or effect.
Page 7 of 7 Pages
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
| Date: February 11, 2005 |
|
SATELLITE ASSET MANAGEMENT, L.P.
By: Satellite Fund Management, LLC,
As General Partner of Satellite Asset Management, L.P.
|
|
|
By: /s/ Brian S. Kriftcher |
|
|
Name: Brian S. Kriftcher |
|
|
Title: Member |
| Date: February 11, 2005 |
|
SATELLITE FUND MANAGEMENT, LLC
|
|
|
By: /s/ Brian S. Kriftcher |
|
|
Name: Brian S. Kriftcher |
|
|
Title: Member |