SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________________________________________
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
California Energy Company, Inc.
(Exact name of registrant as specified in its Charter)
Delaware 94-2213782
(State of Incorporation or Organization) (IRS Employer Identification No.)
10831 Old Mill Road, Omaha, NE 68154
(Address of Principal Executive Offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Senior Discount Notes due 2004
(Title of each class to be registered)
The New York Stock Exchange
(Name of each exchange
on which each class is
to be registered)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
A description of the Registrant's Senior Discount Notes due 2004 to be
registered hereby is contained on pages 51 through 81, inclusive, of the
Registrant's Registration Statement on Form S-3 (Registration No. 33-52439),
as filed with the Commission on March 1, 1994, as amended by Amendment No. 1
to the Registration Statement, as filed with the Commission on March 4, 1994,
which description is incorporated herein by this reference. Such description
will be included in a final prospectus to be filed by the Registrant with the
Commission purusant to Rule 424(b) under the Securities Act, which description
is also incorporated herein by this reference.
Item 2. Exhibits
1.1 Indenture dated as of _________, 1994 between the Registrant and
IBJ Schroder Bank and Trust Company (including form of Senior
Discount Note due 2004), (incorporated by reference as Exhibit 4.1
to Registrant's Registration Statement on Form S-3 (No. 33-52439)
as filed with the Commission on March 1, 1994.
<PAGE>
SIGNATURES
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.
CALIFORNIA ENERGY COMPANY, INC.
Date: ____________ By /s/ Steven A. McArthur
Steven A. McArthur
Senior Vice President and
General Counsel
<PAGE>
