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 1, 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) 341-4500
N/A
Item 5. Other Events
On April 1, 1996, the Registrant announced that it plans to form
CalEnergy Capital Trust to offer securities not registered or required to
be registered under the Securities Act of 1933. The Trust proposes to
offer up to four million convertible preferred securities (TIDES) and to
grant the intial purchasers an option to purchase an additional 480,000
TIDES to cover over-allotments. The TIDES will be convertible into the
Registrant's common stock and the Registrant will own all of the common
securities of the Trust. A copy of the press release issued by the
Registrant is set forth as Exhibit 1 hereto and is incorporated herein by
reference.
On April 2, 1996, the Registrant announced it received a credit
rating upgrade on its senior unsecured debt to Ba2 from Ba3 from Moody's
Investors Service, Inc. In addition, the Registrant announced that
Standard & Poor's Corporation has placed CalEnergy on CreditWatch, with
positive implications, with respect to CalEnergy's senior debt rating and
subordinated debt rating. A copy of the press release issued by the
Registrant is set forth as Exhibit 2 hereto and is incorporated herein by
reference.
On April 4, 1996, the Registrant announced that CalEnergy Capital
Trust had sized and priced the proposed offering of TIDES which was
previously reported on April 1, 1996. The Trust will issue 2,000,000 6
1/4% convertible preferred securities (TIDES) with a liquidation preference
of $50 each and has granted to the initial purchasers an option to purchase
up to an additional 240,000 TIDES to cover over-allotments. 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 1.6738 shares of CalEnergy
Common Stock (equivalent to a conversion price of $29.89 per share of
CalEnergy Common Stock). A copy of the press release issued by the
Registrant is set forth as Exhibit 3 hereto and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
Exhibit 1 - Press Release dated April 1, 1996.
Exhibit 2 - Press Release dated April 2, 1996.
Exhibit 3 - Press Release dated April 4, 1996.
Dated: April 4, 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 4, 1996
Exhibit 1
FOR IMMEDIATE RELEASE
David L. Sokol - Chairman and Chief Executive Officer 402-341-4500
John G. Sylvia - Senior Vice President, Chief Financial Officer 402-341-4500
Dale R. Schuster - Vice President, Administration 402-341-4500
CalEnergy Announces $200 Million Private Placement of TIDES
OMAHA, NEBRASKA, April 1, 1996 --- CalEnergy Company, Inc.,
formerly known as California Energy Company, Inc.
("CalEnergy") (NYSE, PSE and LSE symbol: CE) announced today
that it plans to form CalEnergy Capital Trust, a Delaware
business trust, to offer securities not registered or required
to be registered under the Securities Act
of 1933.
The Trust proposes to offer up to four million convertible
preferred securities (TIDES) with a liquidation preference of
$50 each, and to grant the initial purchasers an option to
purchase an additional 480,000 TIDES to cover over-allotments.
CalEnergy will own all of the common securities of the Trust.
The TIDES and the common securities will represent undivided
beneficial ownership interests in the Trust. The assets of
the Trust will consist solely of CalEnergy's Convertible
Junior Subordinated Debentures Due 2016. The TIDES will be
convertible at the option of the holders thereof at any time
into 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 securities being
offered have not been registered under the Securities Act of
1933 and may not be offered or sold absent registration or an
applicable exemption from the registration requirements.
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 690 net MW under construction and in excess of 1,400 net
MW currently under award or contract.
# # #
Exhibit 2
FOR IMMEDIATE RELEASE
David L. Sokol - Chairman and Chief Executive Officer 402-341-4500
John G. Sylvia - Senior Vice President, Chief Financial Officer 402-341-4500
Dale R. Schuster - Vice President, Administration 402-341-4500
CalEnergy Announces Credit Rating Upgrade
OMAHA, NEBRASKA, April 2, 1996 --- CalEnergy Company, Inc.,
formerly known as California Energy Company, Inc.
("CalEnergy") (NYSE, PSE and LSE symbol: CE) announced today
that it has received upgrades on its senior unsecured debt to
Ba2 from Ba3 from Moody's Investors Service, Inc.
Additionally, Standard & Poor's Corporation announced that it
has placed CalEnergy on CreditWatch, with positive
implications with respect to CalEnergy's senior debt rating
(currently BB-) and subordinated debt rating (currently B).
Moody's upgraded the ratings on CalEnergy's senior discount
notes due 2004, to Ba2 from Ba3, and its limited recourse
senior secured notes due 2003, to Ba2 from Ba3 and CalEnergy's
convertible subordinated debentures due 2000, to Ba3 from B1.
In announcing its upgrades Moody's said, "The rating action
recognizes the company's improved financial condition and
diversified cash flow sources following the acquisition of
Magma Power Company in 1995. The rating outlook is positive
based on the expectation that four new generating facilities
representing approximately 25 percent of existing capacity
will become operational during 1996-97."
Placing the company on CreditWatch, with positive
implications, due to the Company's strong operating results
for 1995, Standard & Poor's said, "Importantly, this strong
performance reflects the successful digestion of CalEnergy's
$957 million acquisition of Magma Power Co. in February 1995 .
. . Net earnings reported by CalEnergy for 1995 totaled $62.3
million, up 96% over 1994. Much of this gain is represented
by the efficient integration of the seven operating geothermal
projects now controlled by CalEnergy through its acquisition
of Magma (financed in part through Salton Sea Funding Corp.;
Triple-B-Minus senior secured debt), as well as the continuing
strong performance at CalEnergy's Coso projects (Coso Funding
Corp.; Triple-B senior secured debt)."
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 690 net MW under construction and in excess of 1,400 net
MW currently under award or contract.
# # #
Exhibit 3
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 Pricing of $100 Million Private Offering of TIDES
OMAHA, NEBRASKA, April 4, 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,
priced an offering of securities not registered or required to
be registered under the Securities Act of 1933.
CalEnergy Capital Trust will issue 2,000,000 6 1/4%
convertible preferred securities (TIDES) with a liquidation
preference of $50 each, and grant to the initial purchasers an
option to purchase an additional 240,000 TIDES to cover over-
allotments. CalEnergy owns all of the common securities of
the Trust. The TIDES 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 securities being
offered have not been registered under the Securities Act of
1933 and may not be offered or sold absent registration or an
applicable exemption from the registration requirements.
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.
# # #
