Securities and Exchange Commission
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act 1934
Date of Report December 24, 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
(Former name or former address, if changed since last report)
Item 5. Other Events
On December 24, 1996, the Registrant announced that CE
Electric UK plc, which is indirectly owned 70% by the Registrant
and 30% by Peter Kiewit Sons' Inc., had acquired a majority of
the shares of Northern Electric plc ("Northern") and will extend
its offers for the remaining equity interest in Northern. A copy
of the press release issued by the Registrant is set forth as
Exhibit 1 hereto and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
Exhibit 1 - Press Release dated December 24, 1996
Financial Statements will be filed at a later date as part
of an amendment to this form 8-K.
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 and
Assistant General Counsel
(U.S. and Corporate)
Dated: December 26, 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
CE Electric UK plc Acquires Majority Ownership of Northern Electric plc
OMAHA, NEBRASKA, December 24, 1996 --- CalEnergy Company,
Inc. ("CalEnergy") (NYSE, PSE and LSE symbol: CE) announced
today that the cash offer for Northern Electric plc ("Northern")
by CE Electric UK plc ("CE Electric") (a company 70% owned by
CalEnergy and 30% owned by Peter Kiewit & Sons', Inc.), which had
been extended until 1:00 p.m. GMT on December 24, 1996 was
successful and CE Electric owns over a majority of Northern's
outstanding Ordinary Shares and will extend its offers for the
remaining minority equity interest in Northern.
David L. Sokol, Chairman and CEO of CE Electric and
CalEnergy said, "We are delighted by the outcome of the final
offer for Northern Electric. Northern Electric is a good company
with good people and a strong customer base. We look forward to
working with Northern Electric's management to put in place a
smooth transition."
The acquisition, when fully consumated, will be for an
aggregate cash purchase price of approximately $1.3 billion,
funded from equity contributions by CalEnergy and Kiewit and
pursuant to a $700m fully-underwritten non-recourse commercial
bank term facility.
Northern is one of the twelve U.K. regional electricity
companies which came into existence as a result of the
restructuring and subsequent privatization of the U.K.
electricity industry in 1990. Its main business is the
distribution and supply of electricity to approximately 1.5
million customers in the North East of England. For its fiscal
year ended March 31, 1996, Northern had a profit before tax of
approximately $241 million on revenues of approximately $1.44
billion.
CalEnergy, a leading independent energy producer, is an
international developer, owner and operator of environmentally
responsible power generation facilities. Kiewit, a large
primarily employee-owned, construction, mining and
telecommunications company, is an approximate 33% shareholder of
the Company.
The offer is not being made, directly or indirectly, in or
into the United States or by use of the mails or any means or
instrumentality (including, without limitation, facsimile
transmission, telex and telephone) of interstate or foreign
commerce of, or any facilities of a national securities exchange
of, the United States and the offer cannot be accepted by any
such use, means, instrumentality or facility or from within the
United States.
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