As filed with the Securities and Exchange Commission on June 28, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
|X| ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
| | TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to ________________
Commission file number
CALPINE CORPORATION RETIREMENT SAVINGS PLAN
(Full title of the plan)
CALPINE CORPORATION
50 WEST SAN FERNANDO STREET
SAN JOSE, CALIFORNIA 95115
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive officers)
Registrant's telephone number, including area code (408) 995-5115.
<PAGE>
Required Information
Financial Statements
--------------------
Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1999
Notes to Financial Statements
Other
-----
Schedule G: Line 4d--Schedule of Nonexempt Transactions for the Year Ended
December 31, 1999
Schedule H: Line 4i--Schedule of Assets Held for Investment Purposes as of
December 31, 1999
Exhibit 23.1--Consent of Independent Public Accountants
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Calpine Corporation Retirement Savings Plan
Date: June 28, 2000 By: /s/ Peter Cartwright
--------------------
Peter Cartwright
Chairman of the Board of Directors of
Calpine Corporation
<PAGE>
CALPINE CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements
As of December 31, 1999 and 1998
Together with Report of Independent Public Accountants
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Advisory Committee of the
Calpine Corporation Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of Calpine Corporation Retirement Savings Plan (the Plan) as of December 31,
1999 and 1998, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1999. These financial statements and
the schedules referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of nonexempt
transactions for the year ended December 31, 1999 and assets held for investment
purposes as of December 31, 1999, are presented for purposes of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
San Jose, California
June 23, 2000
<PAGE>
CALPINE CORPORATION
RETIREMENT SAVINGS PLAN
EIN 77-0212977
PLAN NUMBER 002
Index
<TABLE>
<CAPTION>
<S> <C>
Statements of Net Assets Available for Benefits as of
December 31, 1999 and 1998 1
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 1999 2
Notes to Financial Statements 3-5
Schedule G: Line 4d--Schedule of Nonexempt Transactions for the
Year Ended December 31, 1999 6
Schedule H: Line 4i--Schedule of Assets Held for Investment Purposes
as of December 31, 1999 7
Exhibit 23.1--Consent of Independent Public Accountants 8
</TABLE>
<PAGE>
CALPINE CORPORATION
RETIREMENT SAVINGS PLAN
EIN 77-0212977
PLAN NUMBER 002
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
--------------------- ------------------
<S> <C> <C>
Assets:
Investments, at fair value $ 37,140,129 $ 22,511,728
--------------------- ------------------
Receivables:
Employer contributions 103,460 30,602
Participant contributions 204,630 58,234
Accrued income 1,212 --
--------------------- ------------------
Total receivables 309,302 88,836
--------------------- ------------------
Total assets 37,449,431 22,600,564
--------------------- ------------------
Liabilities:
Payable for securities purchased 71,308 --
--------------------- ------------------
Net Assets Available for Benefits $ 37,378,123 $ 22,600,564
==================== ==================
</TABLE>
The accompanying notes are an integral part of these statements.
1
<PAGE>
CALPINE CORPORATION
RETIREMENT SAVINGS PLAN
EIN 77-0212977
PLAN NUMBER 002
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Additions:
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $ 6,430,343
Interest and dividends 2,449,246
------------------
Total investment income 8,879,589
------------------
Contributions:
Participant 3,282,187
Employer 1,279,754
Rollover 1,906,964
------------------
Total contributions 6,468,905
------------------
Total additions 15,348,494
------------------
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 538,624
Administrative expenses 32,311
------------------
Total deductions 570,935
------------------
Net increase 14,777,559
Net Assets Available for Benefits:
Beginning of year 22,600,564
------------------
End of year $ 37,378,123
==================
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
CALPINE CORPORATION
RETIREMENT SAVINGS PLAN
EIN 77-0212977
PLAN NUMBER 002
Notes to Financial Statements
December 31, 1999
1. Description of the Plan and Investment Program
The following describes the major provisions of the Calpine Corporation
Retirement Savings Plan (the Plan) and provides only general
information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
General
Calpine Corporation (the Company) established the Plan effective
January 1, 1987, to supplement employees' retirement income. All
active, full-time employees, with the exception of collective
bargaining employees, are eligible to participate in the Plan on the
first quarterly entry date following three months of employment
(changed to the first of the month following hire date effective
January 1, 2000). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan is directly
monitored by the Advisory Committee appointed by the Board of
Directors. Fidelity Management Trust Company is the Plan trustee.
During 1999, the Plan was amended to include a Company stock purchase
investment option.
Participant and Company Contributions
The Company makes nondiscretionary monthly contributions to the Plan
equal to 3 percent of a participant's annual compensation over 12
monthly contributions, subject to certain limitations, and may also
make discretionary profit-sharing contributions each Plan year. The
Plan also permits participant pretax contributions. Employees may make
after-tax contributions of up to 10 percent of their salaries, as
specified in the Plan.
Participant Accounts
Each participant has the right to direct the investment of his/her
account balance and contributions to various funds, all of which are
managed by Fidelity Investments. The funds are provided to allow
participants a choice as to investment elections. Participants may
change the allocation of their contributions on a daily basis. In
addition, participants may borrow from their accounts in accordance
with the Plan's provisions.
Vesting
Participants are always fully vested in their account balances.
Generally, distributions are made only when a participant terminates
employment or for reasons of retirement, death, or disability. However,
withdrawals may be made in the event of certain other conditions, such
as financial hardship, as specified in the Plan.
Participant Loans
Participants are allowed to have one loan outstanding at any one time.
Loans are limited to the lesser of $50,000 or one-half of the
participant's balance and are secured by his/her account balance. Loans
must be for a minimum of $1,000. Loans of less than $2,500 must have a
term of two years or less. Loans over that amount can have any term
less than or equal to five years. Participants can obtain loans with a
term of ten years if the loan is used for the purpose of acquiring
their principal residence. Interest rates on the outstanding loans
range from 7.12 percent to 9.20 percent.
3
<PAGE>
Payment of Benefits
Upon termination of employment, participants may receive a lump-sum
payment of their account balances, subject to the vesting provisions
described above. Additional optional payment forms, including a
qualified joint and survivor annuity, are available at the election of
the participant.
Administrative Expenses
Investment management fees, trustee fees, agent fees and brokerage
commissions are paid by the Plan. Other outside professional and
administrative services are paid or provided by the Company.
Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan were prepared in
accordance with accounting principles generally accepted in the United
States.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and changes therein and disclosure of contingent
assets and liabilities. Actual results could differ from those
estimates.
Investment Valuation and Income Recognition
Calpine Corporation Common Stock, a publicly traded security, is valued
at fair value based upon the last reported sales price on the last
business day of the Plan year.
Mutual fund investments are reported at fair values based on the net
asset value of each mutual fund.
Participant loans are stated at book value, which approximates fair
value.
Interest income is recorded on an accrual basis. Dividend income is
recorded on the ex-dividend date. Purchases and sales of securities are
recorded on a trade date basis.
Participant Directed Fund Investment Disclosures
The Accounting Standards Executive Committee issued on September 15,
1999, Statement of Position (SOP) 99-3, "Accounting for and Reporting
of Certain Defined Contribution Plan Investments and Other Disclosure
Matters," which eliminates the requirement for a defined contribution
plan to disclose participant directed investment programs. The SOP was
adopted for the 1999 financial statements and as such, the 1998
statement of net assets available for benefits has been reclassified to
eliminate the participant directed fund investment program disclosures.
Benefits
Benefits are recorded when paid.
4
<PAGE>
3. Investments
The following represents individual investments held by the Plan:
<TABLE>
<CAPTION>
December 31,
------------------------------
1999 1998
-------------- -------------
<S> <C> <C>
Fidelity Magellan Fund $ 10,257,830 $ 9,439,946
Calpine Corporation Common Stock 7,962,881 --
Fidelity Aggressive Growth Fund 7,166,573 2,955,579
Fidelity Balanced Fund 2,853,510 2,756,908
Fidelity Overseas Fund 2,545,258 2,090,139
Fidelity Equity Income II Fund 2,029,312 2,062,136
Fidelity Retirement Money Market Fund 1,892,902 1,503,531
Participant Loans 1,044,577 981,262
Fidelity Intermediate Bond Fund 978,940 722,227
Interest Bearing Cash 408,346 --
-------------- -------------
$ 37,140,129 $ 22,511,728
============== =============
</TABLE>
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated in value by $6,430,343 as follows:
<TABLE>
<CAPTION>
<S> <C>
Mutual funds $ 4,511,766
Common stock 1,918,577
----------------
$ 6,430,343
================
</TABLE>
4. Party-In-Interest Transactions
The Trustee is a party-in-interest according to Section 3(14) of ERISA.
The Trustee serves as Plan fiduciary, investment manager and custodian
to the Plan. As defined by ERISA, any person or organization which
provides these services to the Plan is a related party-in-interest. In
1999, fees paid to the Trustee were $32,311.
5. Tax Status
The Internal Revenue Service has determined and informed the Company by
a letter dated September 23, 1995, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan has been amended since receiving the determination
letter. However, the plan administrator and the Plan's tax counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable provisions of the IRC.
5
<PAGE>
CALPINE CORPORATION
RETIREMENT SAVINGS PLAN
EIN 77-0212977
PLAN NUMBER 002
Schedule G: Line 4d--Schedule of Nonexempt Transactions
For the Year Ended December 31, 1999
<TABLE>
<CAPTION>
(i) (j)
(a) (b) (c) (d) (e) (f) (g) (h) Current Net
Identity of Party Relationship Description of Purchase Selling Lease Expenses Cost of Value of Gain
Involved to Plan Transaction Price Price Rental Incurred Asset Asset (Loss)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* Calpine Corporation Employer Late 401(k) Contributions N/A N/A N/A N/A $ 58,261 N/A N/A
* Calpine Corporation Employer Late 401(k) Contributions N/A N/A N/A N/A 30,576 N/A N/A
* Calpine Corporation Employer Late 401(k) Contributions N/A N/A N/A N/A 424,475 N/A N/A
* Calpine Corporation Employer Late 401(k) Contributions N/A N/A N/A N/A 367,854 N/A N/A
* Calpine Corporation Employer Late 401(k) Contributions N/A N/A N/A N/A 447,064 N/A N/A
* Calpine Corporation Employer Late 401(k) Contributions N/A N/A N/A N/A 10,443 N/A N/A
* Calpine Corporation Employer Late 401(k) Contributions N/A N/A N/A N/A 22,642 N/A N/A
* Calpine Corporation Employer Late 401(k) Contributions N/A N/A N/A N/A 359,058 N/A N/A
* Calpine Corporation Employer Late 401(k) Contributions N/A N/A N/A N/A 334,250 N/A N/A
</TABLE>
* Represents a party-in-interest
6
<PAGE>
CALPINE CORPORATION
RETIREMENT SAVINGS PLAN
EIN 77-0212977
PLAN NUMBER 002
Schedule H: Line 4i--Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
(b) (c) (e)
Identity of Issuer, Borrower, Description of (d) Current
(a) Lessor or Similar Party Investment Cost Value
-- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
* Fidelity Magellan Fund 75,077 shares of N/A $10,257,830
mutual fund investments
* Calpine Corporation Common Stock 569,817 shares of N/A 7,962,881
mutual fund investments
* Fidelity Aggressive Growth Fund 120,184 shares of N/A 7,166,573
mutual fund investments
* Fidelity Balanced Fund 185,775 shares of N/A 2,853,510
mutual fund investments
* Fidelity Overseas Fund 53,015 shares of N/A 2,545,258
mutual fund investments
* Fidelity Equity Income II Fund 74,144 shares of N/A 2,029,312
mutual fund investments
* Fidelity Retirement Money Market 1,892,902 shares of N/A 1,892,902
Fund mutual fund investments
* Loans to participants Interest rates, N/A 1,044,577
7.12%-9.20%
* Fidelity Intermediate Bond Fund 100,301 shares of N/A 978,940
mutual fund investments
* Fidelity Interest bearing cash N/A 408,346
-----------
Total $37,140,129
===========
</TABLE>
* Represents a party-in-interest
7
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 23, 2000,
included in Calpine Corporation Retirement Savings Plan Form 11-K for the year
ended December 31, 1999, and to all references to our Firm included in this
registration statement.
San Jose, California
June 23, 2000
8
<PAGE>
