Securities and Exchange Commission
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 to 15(d) of the
Securities Exchange Act 1934
Date of Report April 12, 1996
(Date of earliest event reported)
CalEnergy Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-9874 94-2213782
(State of other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
302 South 36th Street, Suite 400, Omaha, NE 68131
(Address of principal executive offices) Zip Code
Registrant's Telephone Number, including area code:(402) 341-450
N/A
Item 5. Other Events
On April 12, 1996, the Registrant announced that
CalEnergy Capital Trust, the ("Trust"), completed a private
placement of $100 million of 6 1/4% convertible preferred
securities (TIDES), with a liquidation preference of $50 each.
Each TIDES will be convertible at the option of the holder at
any time into 1.6728 shares of CalEnergy Common Stock,
equivalent to a conversion price of $29.89 per share. The
Registrant owns all of the common securities of the Trust.
Additionally, the initial purchasers, CS First Boston and
Merrill Lynch, exercised an option to purchase an additional
78,600 TIDES, or $3,930,000 to cover over-allotments.
On April 17, 1996, the Registrant announced that it had
completed the acquisition of Edison Mission Energy's 50%
interest in four geothermal facilities at Imperial Valley,
California, resulting in CalEnergy owning an additional 74 net
MW of generating capacity.
Item 7. Financial Statements and Exhibits
Exhibit 1 - Press Release dated April 12, 1996.
Exhibit 2 - Press Release dated April 17, 1996.
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.
CalEnergy Company, Inc.
By: \s\ Douglas L. Anderson
Douglas L. Anderson
Assistant Secretary
Dated: April 22, 1996
Exhibit 1
FOR IMMEDIATE RELEASE
John G. Sylvia - Senior Vice President, Chief Financial Officer 402-341-4500
Dale R. Schuster - Vice President, Administration 402-341-4500
CalEnergy Announces Completion of
Private Placement of TIDESSM
OMAHA, NEBRASKA, April 12, 1996 --- CalEnergy Company, Inc.,
formerly known as California Energy Company, Inc.
("CalEnergy") (NYSE, PSE and LSE symbol: CE) announced today
that CalEnergy Capital Trust, a Delaware business trust,
completed a private placement of $100 million of convertible
preferred securities (TIDES). In addition, CS First Boston
and Merrill Lynch, (the "initial purchasers") exercised an
option to purchase an additional 78,600 TIDES, or $3,930,000,
to cover over-allotments.
CalEnergy Capital Trust has issued 2,078,600 6 1/4%
convertible preferred securities (TIDES) with a liquidation
preference of $50 each. CalEnergy owns all of the common
securities of the Trust. The TIDES, which are non-voting, and
the common securities represent undivided beneficial ownership
interests in the Trust. The assets of the Trust consist
solely of CalEnergy's 6 1/4% Convertible Junior Subordinated
Debentures Due 2016. Each TIDES will be convertible at the
option of the holder thereof at any time into 1.6728 shares of
CalEnergy Common Stock (equivalent to a conversion price of
$29.89 per share of CalEnergy Common Stock).
The proceeds of the offering ultimately will be used by
CalEnergy to fund ongoing construction expenses for its
international projects, for the repayment of debt, to make
equity investments in potential future domestic and
international power generation projects, to fund possible
acquisitions, including acquisitions of partially developed or
existing power generating projects and contracts, and for
other general corporate purposes. The TIDES have not been
registered under the Securities Act of 1933 and may not be
offered or sold in the United States or to U.S. persons,
except to certain institutional buyers and accredited
investors.
CalEnergy Company, Inc., a leading independent power producer,
is an international developer, owner and operator of
environmentally responsible power generation facilities. Its
thirteen operating facilities produce 575 net MW of power,
with 745 net MW under construction and in excess of 1,400 net
MW currently under award or contract.
# # #
Exhibit 2
FOR IMMEDIATE RELEASE
John G. Sylvia - Senior Vice President, Chief Financial Officer 402-341-4500
Dale R. Schuster - Vice President, Administration 402-341-4500
CalEnergy Closes Imperial Valley Acquisition
OMAHA, NEBRASKA, April 17, 1996 --- CalEnergy Company,
Inc., formerly known as California Energy Company, Inc.
("CalEnergy") (NYSE, PSE and LSE symbol: CE) announced today
that it has completed the acquisition of Edison Mission
Energy's partnership interests in four geothermal facilities
in California for a cash purchase price of $70 million.
The four projects, Vulcan (34 net MW), Hoch (Del Ranch) (38
net MW), Leathers (38 net MW) and Elmore (38 net MW), are
located in the Imperial Valley of California. CalEnergy
operates the facilities and sells power to Southern California
Edison Company under long-term contracts. Prior to this
transaction, CalEnergy was a 50% owner of these facilities and
the acquisition of Edison Mission Energy's 50% interest
results in CalEnergy owning an additional 74 net MW of
generating capacity.
David Sokol, Chairman and Chief Executive Officer said, "We
are pleased to have closed the acquisition of the remaining
50% interest in the Imperial Valley Partnership projects. This
acquisition brings us many benefits, including increased
operating flexibility, cost savings and efficiencies as well
as earning an attractive return on our investment."
CalEnergy Company, Inc., a leading independent power
producer, is an international developer, owner and operator of
environmentally responsible power generation facilities. Its
thirteen operating facilities produce 575 net MW of power,
with 745 net MW under construction and in excess of an
additional 1,400 net MW currently under award or contract.
# # #
