UNITED STATES
SECURITIES AND EXCHANGE COMMISSION SEC File Number
Washington, D.C. 20549 001-16455
FORM 12b-25 CUSIP Number
NOTIFICATION OF LATE FILING [ ]
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 2001
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Reliant Resources, Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive Office
(Street and Number): 1111 Louisiana
City, State and Zip Code: Houston, Texas 77002
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PART II - RULES 12b-25(b) AND (c)
[X] If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on
or before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period:
On February 5, 2002, Reliant Resources, Inc. (the "Company") announced
that it would be restating its earnings for the second and third quarter of
2001, and that as a result of the restatement, it would be delaying the release
of its fourth quarter and year 2001 earnings. The restatement related to a
correction in the accounting treatment for a series of four structured
transactions that were inappropriately accounted for as cash flow hedges for the
period of May 2001 through September 2001, rather than as derivatives with
changes in fair value recognized through the income statement. The Company's
management, as well as its accounting and legal resources, were very involved in
the restatement process through mid-March 2002, at which time the Company
released its fourth quarter and year 2001 earnings. As part of the restatement,
these resources were also focused on amending the Quarterly Reports on Form 10-Q
for the quarters ended June 30, 2001 and September 30, 2001, as well as
preparing and filing numerous reports with the Securities and Exchange
Commission that were related to the restatement, rather than on preparing the
Annual Report on Form 10-K for the year ended December 31, 2001 (the "Form
10-K"). For the reasons set forth herein, and because the attention of the
relevant personnel that prepare the Form 10-K was diverted from that task, the
Company is not able to timely file its Form 10-K without unreasonable or undue
effort, expense or burden.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mary P. Ricciardello (713) 207-3000
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
For a discussion of significant changes in the registrant's 2001
results of operations as compared to its 2000 results of operations, please read
the registrant's Current Report on Form 8-K, which report was filed with the
Securities and Exchange Commission on March 15, 2002. The Form 8-K and exhibit
99.1 thereto are incorporated herein by reference.
Reliant Resources, Inc.
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(Name of the Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 1, 2002 By: /s/ MARY P. RICCIARDELLO
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Mary P. Ricciardello
Senior Vice President and
Chief Accounting Officer
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