As filed with the Securities and Exchange Commission on February 8, 1994
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8 POS
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
California Energy Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-2213782
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
10831 Old Mill Road, Omaha, NE 68154
(Address of principal executive offices) (zip code)
THE CALIFORNIA ENERGY COMPANY, INC. 1994 STOCK PURCHASE PLAN
(Full title of the Plan)
Steven A. McArthur
Senior Vice President, General Counsel and Secretary
CALIFORNIA ENERGY COMPANY, INC.
10831 Old Mill Road, Omaha, NE 68154, (402) 330-8900
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Shares Maximum Maximum Amount of
Title of each Class of to be Offering Price Aggregate Registration
Securties to be Registered Registered Per Share(1) Offering Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock, $0.0675 par value
(including attached Series A Junior 750,000 (3) $18.8125 $14,109,375 $4,865
Preferred Share Purchase Rights)(2)
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee, based on the average of the
high and low sales prices reported on the New York Stock
Exchange on February 2, 1994.
(2) Prior to the occurrence of certain events, the Series A Junior
Preferred Share Purchase Rights will not be evidenced
separately from shares of the Common Stock. Upon the
occurrence of such events, separate Rights certificates will
be issued representing one Right for each share of common
stock held, subject to adjustment pursuant to antidilution
provisions.
(3) The 750,000 shares are to be issued from time to time pursuant
to the Registrant's 1994 Stock Purchase Plan (as adopted
effective January 1, 1994).
