5
Securities and Exchange Commission
Washington, DC 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) February 25,
1997
CE Casecnan Water and Energy Company, Inc.
(Exact name of registrant as specified in its charter)
Republic of the Philippines [333-608] (not applicable)
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6750 Ayala Avenue, 24th Floor, Makati, Metro Manila, Philippines
(Address of principal executive offices) (Zip Code)
Steven A. McArthur Esq.
CE Casecnan Water and Energy Company, Inc.
c/o CalEnergy Company, Inc.
302 South 36th Street, Suite 400
Omaha, NE 68131
(402) 341-4500
(Name, address, including zip code, and phone number, including area code,
of United States agent for service)
Registrant's Telephone Number, including area code: (402) 341-4500
N/A
(Former name or former address, if changed since last report
Item 5. Other Events.
In November 1995, CE Casecnan Water and Energy Company, Inc.
("CE Casecnan") closed the financing and commenced construction
of the Casecnan Project, a combined irrigation and 150 net MW
hydroelectric power generation project (the "Casecnan Project")
located in the central part of the island of Luzon in the
Republic of the Philippines. The Casecnan Project will consist
generally of diversion structures in the Casecnan and Denip
Rivers that will divert water into a tunnel of approximately 23
kilometers. The tunnel will transfer the water from the Casecnan
and Denip Rivers in the Pantabangan Reservoir for irrigation and
hydroelectric use in the Central Luzon area. An underground
powerhouse located at the end of the water tunnel and before the
Pantabangan Reservoir will house a power plant consisting of
approximately 150 MW of newly installed rated electrical
capacity. A tailrace tunnel of approximately three kilometers
will deliver water from the water tunnel and the new powerhouse
to the Pantabangan Reservoir, providing additional water for
irrigation and increasing the potential electrical generation at
two downstream existing hydroelectric facilities of the National
Power Corporation of the Philippines ("NPC").
CE Casecnan is developing the Casecnan Project under the
terms of the Project Agreement between CE Casecnan and the
National Irrigation Administration ("NIA"). Under the Project
Agreement, CE Casecnan will develop, finance and construct the
Casecnan Project over an estimated four-year construction period,
and thereafter own and operate the Casecnan Project for 20 years
(the "Cooperation Period"). During the Cooperation Period, NIA
is obligated to accept all deliveries of water and energy, and so
long as the Casecnan Project is physically capable of operating
and delivering in accordance with agreed levels set forth in the
Project Agreement, NIA will pay CE Casecnan a guaranteed fee for
the delivery of water and a guaranteed fee for the delivery of
electricity, regardless of the amount of water or electricity
actually delivered. In addition, NIA will pay a fee for all
electricity delivered in excess of a threshold amount up to a
specified amount. NIA will sell the electric energy it purchases
to NPC, although NIA's obligations to CE Casecnan under the
Project Agreement are not dependent on NPC's purchase of the
electricity from NIA. All fees to be paid by NIA to CE Casecnan
are payable in U.S. dollars. The guaranteed fees for the
delivery of water and energy are expected to provide
approximately 70% of CE Casecnan's revenues.
The Project Agreement provides for additional compensation
to the CE Casecnan upon the occurrence of certain events,
including increases in Philippine taxes and adverse changes in
Philippine law. Upon the occurrence and during the continuance
of certain force majeure events, including those associated with
Philippines political action, NIA may be obligated to buy the
Casecnan Project from CE Casecnan at a buy out price expected to
be in excess of the aggregate principal amount of the outstanding
CE Casecnan debt securities, together with accrued but unpaid
interest. At the end of the Cooperation Period, the Casecnan
Project will be transferred to NIA and NPC for no additional
consideration on an "as is" basis.
The Republic of the Philippines has provided a Performance
Undertaking under which NIA's obligations under the Project
Agreement are guaranteed by the full faith and credit of the
Republic of the Philippines. The Project Agreement and the
Performance Undertaking provide for the resolution of disputes by
binding arbitration in Singapore under international arbitration
rules.
The Casecnan Project is being constructed on a joint and
several basis by Hanbo Corporation and Hanbo Engineering &
Construction Co. Ltd. (formerly known as You One Engineering &
Construction Co., Ltd., and herein referred to as "HECC"), both
of which are South Korean corporations, pursuant to a fixed-
price, date-certain, turnkey construction contract (the "Turnkey
Construction Contract"). Hanbo Corporation and HECC (sometimes
collectively referred to as the "Contractor") are under common
ownership control. Hanbo Corporation is an international
construction company. HECC, which recently emerged from a court-
administered receivership, is a contractor with over 25 years
experience in tunnel construction, using both the drill-and-blast
and tunnel boring machine ("TBM") methods.
The Contractor's obligations under the Turnkey Construction
Contract are guaranteed by Hanbo Iron & Steel Company, Ltd.
("Hanbo Steel"), a large South Korean steel company. In
addition, the Contractor's obligations under the Turnkey
Construction Contract are secured by an unconditional,
irrevocable standby letter of credit issued by Korea First Bank
("KFB") in the approximate amount of $118 million. The total
cost of the Casecnan Project, including development,
construction, testing and startup, is estimated to be
approximately $495 million.
CE Casecnan was recently advised that Hanbo Corporation and
Hanbo Steel had each filed to seek court receivership protection
in Korea. At the present time, all of the construction work on
the Casecnan Project is being performed by the second contractor
which is party to the Turnkey Construction Contract, HECC.
Although HECC, Hanbo Corporation and Hanbo Steel are under common
ownership control, HECC has not filed for receivership protection
and is believed to be solvent. However, no assurances can be
given that HECC will not file for receivership due to the
foregoing developments or that it will remain solvent and able to
perform fully its obligations under the Turnkey Construction
Contract.
The work on the Casecnan Project, which commenced in 1995,
is presently continuing on schedule and within the budget. CE
Casecnan is presently reviewing its rights, obligations and
potential remedies in respect of the recent developments
regarding the co-Contractor and the guarantor and is presently
unable to speculate as to the ultimate effect of such
developments on CE Casecnan. However, CE Casecnan has recently
received confirmation from HECC that it intends to fully perform
its obligations under the Turnkey Construction Contract and
complete the Casecnan Project on schedule and within the budget.
Additionally, it has been reported that the South Korean
government has informed the Philippine government that the South
Korean government will take appropriate actions to support HECC's
completion of the Casecnan Project.
KFB has recently reconfirmed to CE Casecnan that it will
honor its obligations under the Casecnan Project letter of credit
and also has stated its support for the successful completion of
the Casecnan Project. However, Moody's Investors Service has
recently issued a warning for a possible ratings downgrade for
Korea First Bank because of the possible impact of the Hanbo
Steel receivership on the substantial loans KFB previously made
to Hanbo Steel. In a related development, the South Korean
government has recently announced that it would provide some
funding to assist Hanbo Steel's creditor banks (including Korea
First Bank) and its subcontractors.
CE Casecnan financed a portion of the costs of the Casecnan
Project through the issuance of $125,000,000 of its 11.45% Senior
Secured Series A Notes due 2005 and $171,500,000 of its 11.95%
Senior Secured Series B Notes due 2010 pursuant to an indenture
dated November 27, 1995, as amended to date (the "Casecnan
Indenture"). Although no default has occurred under the Casecnan
Indenture as a result of the announced receivership of Hanbo
Corporation, CE Casecnan will continue to closely monitor the
Hanbo group and KFB developments and project construction status
and develop appropriate contingency plans.
If HECC were to materially fail to perform its obligations
under the Turnkey Construction Contract and if KFB were to fail
to honor its obligations under the Casecnan letter of credit,
such actions could have a material adverse effect on the Casecnan
Project and CE Casecnan. However, based on the information
presently available to it, CE Casecnan does not presently expect
that either such event will occur.
SIGNATURE
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.
CE Casecnan Water and Energy Company,
Inc.
By: \s\Douglas L. Anderson
Douglas L. Anderson
Assistant Vice President
Dated: February 25, 1997
