FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CE CASECNAN WATER AND ENERGY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Philippines N/A
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
6750 Ayala Avenue, 24th Floor
Makati, Manila, Philippines N/A
(Address of principal executive officers) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. (X)
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. ( )
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to registered
11.45% Senior Secured New York Stock Exchange
Notes due 2005
11.95% Senior Secured
Bonds due 2010
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be Registered.
The material set forth in the section captioned "Summary Description of the
Securities" in the Registrant's Form S-4 Registration Statement (Registration
No. 333-608), filed with the Securities and Exchange Commission on January 25,
1996, as amended on March 22, 1996, April 22, 1996 and April 30, 1997 ("Form
S-4"), is incorporated herein by reference.
Item 2. Exhibits.*
1. Articles of Incorporation of the Registrant (incorporated by reference
from Exhibit 3.1 of the Form S-4).*
2. By-laws of the Registrant (incorporated by reference from Exhibit 3.2 of
the Form S-4).*
3. Trust Indenture, dated as of November 27, 1995, between Chemical Trust
Company of California and the Registrant (incorporated by reference from
Exhibit 4.1(a) of the Form S-4).*
4. First Supplemental Indenture, dated as of April 10, 1996, between
Chemical Trust Company of California and the Registrant (incorporated by
reference from Exhibit 4.1(b) of the Form S-4).*
5. Exchange and Registration Rights Agreement, dated as of November 27,
1995, by and among CS First Boston Corporation, Bear Stearns & Co. Inc.,
Lehman Brothers Inc. and the Registrant (incorporated by reference from
Exhibit 4.2 of the Form S-4).*
6. Collateral Agency and Intercreditor Agreement, dated as of November 27,
1995, by and among Chemical Trust Company of California, Far East Bank &
Trust Company and the Registrant (incorporated by reference from Exhibit
4.3 of the Form S-4).*
7. Mortgage and Security Agreement, dated as of November 10, 1995, by and
among CE Casecnan Ltd., Kiewit Energy International (Bermuda) Ltd., La
Prairie Group Contractors (International) Ltd., San Lorenzo Ruiz Builders
and Developers Group, Inc., Chemical Trust Company of California, Far
East Bank & Trust Company and the Registrant (incorporated by reference
from Exhibit 4.4 of the Form S-4).*
8. Deposit and Disbursement Agreement, dated as of November 27, 1995, by and
among the Registrant, Chemical Trust Company of California, Kiewit Energy
Company and the Registrant (incorporated by reference from Exhibit 4.6 of
the Form S-4).*
9. Consent of NIA, dated as of November 10, 1995, to the assignment of
the Amended and Restated Casecnan Project Agreement (incorporated by
reference from Exhibit 4.7 of the Form S-4).*
10. Consent of the Republic of Philippines, dated November 10, 1995, to the
assignment of the Performance Undertaking and the Amended and Restated
Casecnan Project Agreement (incorporated by reference from Exhibit 4.8 of
the Form S-4).*
11. Consent of Hanbo Corporation and You One Engineering and Construction
Company, Ltd., dated as of November 17, 1995, to the assignment of the
Engineering, Procurement and Construction Contract (incorporated by
reference from Exhibit 4.9 of the Form S-4).*
12. Consent of Hanbo Steel, dated as of November 17, 1995, to the assignment
of the Guaranty of Engineering, Procurement and Construction Contract
(incorporated by reference from Exhibit 4.10 of the Form S-4).*
13. Notification, dated as of November 27, 1995, from the Registrant to Korea
First Bank, of the assignment of the Irrevocable Letter of Credit
(incorporated by reference from Exhibit 4.11 of the Form S-4).*
____________
*These exhibits are not being filed with, or incorporated by reference in,
this Registration Statement as filed with the Commission but are being filed
with the copy of this Registration Statement filed with the New York Stock
Exchange.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 15th day of
May, 1997.
CE CASECNAN WATER AND ENERGY COMPANY, INC.
By: /s/ Douglas L. Anderson
Name: Douglas L. Anderson
Its: Assistant Vice President
