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As filed with the Securities and Exchange Commission on February 16, 1995
Registration No. 33-57053
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CALIFORNIA ENERGY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 4911 94-2213782
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification (Identification No.)
incorporation or Code Number)
organization)
10831 Old Mill Road, Omaha, Nebraska 68154 (402) 330-8900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
STEVEN A. McARTHUR, ESQ.
Senior Vice President, General Counsel
and Secretary
California Energy Company, Inc.
10831 Old Mill Road
Omaha, Nebraska 68154
(402) 330-8900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
PETER J. HANLON, ESQ.
MICHAEL A. SCHWARTZ, ESQ.
Willkie Farr & Gallagher
153 East 53rd Street
New York, NY 10022-4669
(212) 821-8000
Approximate date of commencement of proposed sale to public:
As described herein, the securities registered on this Form will not be sold
to the public.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box.
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DEREGISTRATION
The purpose of this post-effective amendment is to deregister 17,700,000
shares of common stock, par value $.0675 per share ("Common Stock") of
California Energy Company, Inc., a Delaware corporation (the "Company"), which
were registered pursuant to this Registration Statement on Form S-4 (File No.
33-57053) (the "S-4 Registration Statement") filed with the Securities and
Exchange Commission (the "Commission").
Pursuant to the terms of the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of December 5, 1995, among the Company, CE Acquisition
Company, Inc. ("CE Sub") and Magma Power Company ("Magma"), the Company has
the option of paying the merger consideration either all in cash or in a
combination of cash and Common Stock. The Company filed (i) a Registration
Statement on Form S-3 (File No. 33-57191) (the "S-3 Registration Statement")
with the Commission for the registration of shares of the Common Stock to be
publicly offered in the event it elected to pay the merger consideration
pursuant to the all-cash option and (ii) the S-4 Registration Statement with
the Commission in the event it elected to pay the merger consideration
pursuant to the cash and Common Stock option.
The Company has elected to pay the merger consideration pursuant to the all-
cash option and, accordingly, hereby deregisters the shares of Common Stock
registered pursuant to the S-4 Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Omaha State of
Nebraska, on February 16, 1995.
CALIFORNIA ENERGY COMPANY, INC.
By: /s/ David L. Sokol
David L. Sokol
Chief Executive Officer
Signature Title Date
/s/ David L. Sokol Chairman of the Board of February 16, 1995
David L. Sokol Directors,
Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ John G. Sylvia Senior Vice President, February 16, 1995
John G. Sylvia Chief Financial Officer
and Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
* Director February 16, 1995
Edgar D. Aronson
* Director February 16, 1995
Judith E. Ayres
* Director February 16, 1995
James Q. Crowe
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* Director February 16, 1995
Richard K. Davidson
* Director February 16, 1995
Ben M. Holt
* Director February 16, 1995
Richard R. Jaros
* Director February 16, 1995
Everett B. Laybourne
* Director February 16, 1995
Herbert L. Oakes, Jr.
* Director February 16, 1995
Walter Scott, Jr.
* Director February 16, 1995
Barton W. Shackelford
* Director February 16, 1995
David E. Wit
*By /s/ Steven A. McArthur Senior VicePresident, February 16, 1995
Steven A. McArthur General Counsel and
(Attorney-in-Fact) Secretary
