<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1999
REGISTRATION NO. 333-72583
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CALPINE CORPORATION
[EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER]
<TABLE>
<S> <C>
DELAWARE 4911
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
</TABLE>
50 WEST SAN FERNANDO STREET
SAN JOSE, CA 95113
(408) 995-5115
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
PETER CARTWRIGHT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CALPINE CORPORATION
50 WEST SAN FERNANDO STREET
SAN JOSE, CA 95113
(408) 995-5115
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
SCOTT D. LESTER, ESQ. JOSEPH A. COCO, ESQ.
BROBECK, PHLEGER & HARRISON LLP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE MARKET 919 THIRD AVENUE
SPEAR STREET TOWER NEW YORK, NY 10022-3897
SAN FRANCISCO, CA 94105 (212) 735-3000
(415) 442-0900
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
+1.1 Form of Underwriting Agreement (Common Stock)
+1.2 Form of Underwriting Agreement (Senior Notes)
+3.1 Amended and restated Certificate of Incorporation of Calpine
Corporation, a Delaware corporation(a)
+3.2 Amended and restated By-laws of Calpine Corporation, a
Delaware corporation(a)
+4.1 Form of Indenture
+4.2 Indenture dated as of February 17, 1994 between the Company
and Shawmut Bank of Connecticut, National Association, as
Trustee, including form of Notes.(b)
+4.3 Indenture dated as of May 16, 1996 between the Company and
Fleet National Bank, as Trustee, including form of Notes.(c)
+4.4 Indenture dated as of July 8, 1997 between the Company and
The Bank of New York, as Trustee, including form of
Notes.(d)
+4.5 Indenture dated as of March 31, 1998 between the Company and
The Bank of New York, as Trustee, including form of Senior
Notes.(e)
+4.6 Form of Senior Note (included in Exhibit 4.1)
+5.1 Opinion of Brobeck, Phleger & Harrison LLP
*12.1 Statement as to Computation of Ratio of Earnings to Fixed
Charges
+23.1 Consent of Arthur Andersen LLP, independent accountants
+23.2 Consent of Moss Adams LLP, independent accountants
+23.3 Consent of Brobeck, Phleger & Harrison LLP (included in
Exhibit 5.1).
+24.1 Powers of Attorney (included in the signature page of this
Registration Statement).
*25.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Trustee (Form T-1).
</TABLE>
- ---------------
* Filed herewith.
+ Previously filed.
(a) Incorporated by reference to registrant's Registration Statement on Form S-1
(Registration Statement 33-07497).
(b) Incorporated by reference to registrant's Registration Statement on Form S-1
(Registration Statement No. 33-73160).
(c) Incorporated by reference to registrant's Current Report on Form 8-K dated
August 29, 1996 and filed on September 13, 1996.
(d) Incorporated by reference to registrant's Quarterly Report on Form 10-Q
dated June 30, 1997 and filed on August 14, 1997.
(e) Incorporated by reference to registrant's Registration Statement on Form S-4
(Registration Statement No. 333-61047).
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of San Jose, State of California, on this
19th day of March, 1999.
CALPINE CORPORATION
By /s/ ANN B. CURTIS
------------------------------------
Ann B. Curtis
Executive Vice President and
Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 to the registration statement has been signed below by the
following persons on behalf of Calpine and in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman, President, March 19, 1999
- --------------------------------------------- Chief Executive Officer,
Peter Cartwright and Director
(Principal Executive
Officer)
/s/ ANN B. CURTIS Executive Vice President March 19, 1999
- --------------------------------------------- and Director
Ann B. Curtis (Principal Financial and
Accounting Officer)
* Director March 19, 1999
- ---------------------------------------------
Jeffrey E. Garten
* Director March 19, 1999
- ---------------------------------------------
Susan C. Schwab
* Director March 19, 1999
- ---------------------------------------------
George J. Stathakis
* Director March 19, 1999
- ---------------------------------------------
John O. Wilson
* Director March 19, 1999
- ---------------------------------------------
V. Orville Wright
*By: /s/ ANN B. CURTIS Attorney-in-fact March 19, 1999
---------------------------------------
Ann B. Curtis
</TABLE>
II-2
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S> <C>
+1.1 Form of Underwriting Agreement (Common Stock)
+1.2 Form of Underwriting Agreement (Senior Notes)
+3.1 Amended and restated Certificate of Incorporation of Calpine
Corporation, a Delaware corporation(a)
+3.2 Amended and restated By-laws of Calpine Corporation, a
Delaware corporation(a)
+4.1 Form of Indenture
+4.2 Indenture dated as of February 17, 1994 between the Company
and Shawmut Bank of Connecticut, National Association, as
Trustee, including form of Notes.(b)
+4.3 Indenture dated as of May 16, 1996 between the Company and
Fleet National Bank, as Trustee, including form of Notes.(c)
+4.4 Indenture dated as of July 8, 1997 between the Company and
The Bank of New York, as Trustee, including form of
Notes.(d)
+4.5 Indenture dated as of March 31, 1998 between the Company and
The Bank of New York, as Trustee, including form of Senior
Notes.(e)
+4.6 Form of Senior Note (included in Exhibit 4.1)
+5.1 Opinion of Brobeck, Phleger & Harrison LLP
*12.1 Statement as to Computation of Ratio of Earnings to Fixed
Charges
+23.1 Consent of Arthur Andersen LLP, independent accountants
+23.2 Consent of Moss Adams LLP, independent accountants
+23.3 Consent of Brobeck, Phleger & Harrison LLP (included in
Exhibit 5.1).
+24.1 Powers of Attorney (included in the signature page of this
Registration Statement).
*25.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Trustee (Form T-1).
</TABLE>
- ---------------
* Filed herewith.
+ Previously filed.
(a) Incorporated by reference to registrant's Registration Statement on Form S-1
(Registration Statement 33-07497).
(b) Incorporated by reference to registrant's Registration Statement on Form S-1
(Registration Statement No. 33-73160).
(c) Incorporated by reference to registrant's Current Report on Form 8-K dated
August 29, 1996 and filed on September 13, 1996.
(d) Incorporated by reference to registrant's Quarterly Report on Form 10-Q
dated June 30, 1997 and filed on August 14, 1997.
(e) Incorporated by reference to registrant's Registration Statement on Form S-4
(Registration Statement No. 333-61047).
<PAGE> 1
EXHIBIT 12.1
PRO FORMA CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1994 1995 1996 1997 1998
-------- -------- -------- --------- ---------
(IN THOUSANDS, EXCEPT RATIOS)
<S> <C> <C> <C> <C> <C>
COMPUTATION OF EARNINGS:
Income before provision for income taxes $ 9,874 $ 12,427 $ 27,756 $ 53,159 $ 73,373
Income from unconsolidated investments in
power projects, net of distributions 2,754 2,854 (5,757) (1,554) 2,275
Net fixed charges 24,108 32,903 48,673 66,518 93,014
-------- -------- -------- --------- ---------
Total earnings $ 36,736 $ 48,184 $ 70,672 $ 118,123 $ 168,662
======== ======== ======== ========= =========
COMPUTATION OF FIXED CHARGES:
Interest expense $ 23,887 $ 32,154 $ 45,294 $ 61,466 $ 86,726
Capitalized interest -- -- -- 5,308 7,388
1/3 of operating lease expense 221 749 3,378 5,052 6,288
-------- -------- -------- --------- ---------
Total fixed charges $ 24,108 $ 32,903 $ 48,672 $ 71,826 $ 100,402
======== ======== ======== ========= =========
Ratio of earnings to fixed charges 1.52x 1.46x 1.45x 1.64x 1.68x
</TABLE>
<PAGE> 1
Exhibit 25.1
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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
---------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
<TABLE>
<S> <C>
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
</TABLE>
---------------
CALPINE CORPORATION
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
Delaware
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
50 West San Fernando Street
San Jose, CA 95113
(Address of principal executive offices) (Zip code)
</TABLE>
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Debt Securities
(Title of the indenture securities)
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<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
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Name Address
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<S> <C>
Superintendent of Banks of the 2 Rector Street, New York,
State of New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(D).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 16th day of March, 1999.
THE BANK OF NEW YORK
By: /s/ REMO J. REALE
-----------------------------
Name: REMO J. REALE
Title: ASSISTANT VICE PRESIDENT
3
<PAGE> 4
EXHIBIT 7
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Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1998, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
in Thousands
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin. $3,951,273
Interest-bearing balances.......................... 4,134,162
Securities:
Held-to-maturity securities........................ 932,468
Available-for-sale securities...................... 4,279,246
Federal funds sold and Securities purchased under
agreements to resell............................... 3,161,626
Loans and lease financing receivables:
Loans and leases, net of unearned
income...........................37,861,802
LESS: Allowance for loan and
lease losses........................619,791
LESS: Allocated transfer risk
reserve...............................3,572
Loans and leases, net of unearned income,
allowance, and reserve........................... 37,238,439
Trading Assets........................................ 1,551,556
Premises and fixed assets (including capitalized
leases)............................................ 684,181
Other real estate owned............................... 10,404
Investments in unconsolidated subsidiaries and
associated companies............................... 196,032
Customers' liability to this bank on acceptances
outstanding........................................ 895,160
Intangible assets..................................... 1,127,375
Other assets.......................................... 1,915,742
Total assets.......................................... $60,077,664
LIABILITIES
Deposits:
In domestic offices................................ $27,020,578
Noninterest-bearing................11,271,304
Interest-bearing...................15,749,274
In foreign offices, Edge and Agreement
subsidiaries, and IBFs........................... 17,197,743
Noninterest-bearing...................103,007
Interest-bearing...................17,094,736
Federal funds purchased and Securities sold under
agreements to repurchase........................... 1,761,170
Demand notes issued to the U.S.Treasury............... 125,423
Trading liabilities................................... 1,625,632
Other borrowed money:
With remaining maturity of one year or less........ 1,903,700
With remaining maturity of more than one year
through three years.............................. 0
With remaining maturity of more than three years... 31,639
Bank's liability on acceptances executed and
outstanding........................................ 900,390
Subordinated notes and debentures..................... 1,308,000
Other liabilities..................................... 2,708,852
Total liabilities..................................... 54,583,127
EQUITY CAPITAL
Common stock.......................................... 1,135,284
Surplus............................................... 764,443
Undivided profits and capital reserves................ 3,542,168
Net unrealized holding gains (losses) on
available-for-sale securities...................... 82,367
Cumulative foreign currency translation adjustments... ( 29,725)
-------------
Total equity capital.................................. 5,494,537
Total liabilities and equity capital.................. $60,077,664
=============
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni )
Gerald L. Hassell ) Directors
Alan R. Griffith )
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