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 September 2, 1997
(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 September 2, 1997, the Registrant announced that it had
closed the project financing for the Patuha Unit 1 geothermal
project located in Indonesia. The project is an 80 net MW
geothermal project constituting the second phase of an
approximately 1,200 MW geothermal development by the Registrant.
A press release issued by the Registrant is attached hereto as
Exhibit 1 and is incorporated herein by reference.
On September 4, 1997, the Registrant announced that it had
entered into an agreement in principle with Peter Kiewit Sons',
Inc. ("PKS"), and Kiewit Diversified Group Inc. ("KDG") to
purchase KDG's ownership interest in various project partnerships
and Registrant shares. Current ownership interest of the
Registrant held by KDG represents approximately 30% of the
Registrant's outstanding shares. The agreement provides that
the Registrant would pay cash for the stock holdings as well as
partnership interests and that the final closing of the
transaction is scheduled for January 1998. A press release
issued by the Registrant is attached hereto as Exhibit 2 and is
incorporated herein by reference.
IItem 7. Financial Statements and Exhibits
Exhibit 1 - Press Release dated September 2, 1997
Exhibit 2 - Press Release dated September 4, 1997
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
Dated: September 8, 1997
FOR IMMEDIATE RELEASE
Exhibit 1
Craig M. Hammett - Vice President, Chief Financial Officer 402-341-4500
Jeffrey S. Laudin - Manager, Investor Relations 402-341-4500
CalEnergy Closes $150 Million Financing and Commences Construction
of Patuha Unit 1 Geothermal Project in Indonesia
OMAHA, NE, September 2, 1997: CalEnergy Company, Inc.
("CalEnergy") (NYSE, PSE, and LSE Symbol: CE) announced today it
closed the project financing for the Patuha Unit 1 geothermal
project located in Indonesia. Patuha Unit 1 is an 80 net MW
geothermal project which constitutes the second phase of a
planned geothermal development by CalEnergy of approximately
1,200 MW under contract in Indonesia. The first phase, Dieng
Unit 1, commenced construction in 1996 and is currently expected
to begin commercial operation in the fourth quarter of 1997.
With the existence of successful production wells at the Patuha
well-field, Patuha Unit 1 is currently expected to begin
commercial operation in mid-year 1999. The Company intends to
continue developing the Dieng, Patuha and Bali steam fields in
Indonesia on a modular basis over the next three years with
construction of several additional generating units under
existing contracts as the well-fields are further successfully
developed.
The Patuha Unit 1 construction loan of $150 million was
funded by Credit Suisse First Boston and a syndicate of
international commercial banks under the $400 million revolving
credit construction facility arranged earlier this year for CE
Indonesia Funding Corp. (CalEnergy's Indonesia funding vehicle)
to fund the construction of successive units. The flexible
revolving credit structure contemplates investment grade debt
issuances in the capital markets by CE Indonesia Funding Corp. as
successive units are placed into commercial operation. CE
Indonesia Funding Corp. is rated BBB- by Standard and Poor's and
has an indicative rating of Baa3 from Moody's. CalEnergy owns a
44% equity interest in the Patuha project, and will operate and
manage the project as the managing general partner.
"The closing of the Patuha Unit 1 financing and commencement
of construction marks the seventh international power project
which CalEnergy has successfully developed, financed and placed
into construction. These Indonesian projects, as is the case
with all our Asian projects, are paid in U.S. dollars and carry
political risk insurance for our equity investment," said David
L. Sokol, Chairman and Chief Executive Officer. "We believe our
projects continue to set a good example of how the public and
private sectors can work together to develop infrastructure
projects and we are very pleased with the support we have
received from Credit Suisse First Boston and the Republic of
Indonesia."
CalEnergy, which manages and owns interest in over 5,000 net
MW of power generation facilities in operation, construction and
development worldwide, currently operates 20 generating
facilities and also supplies and distributes electricity to 1.5
million customers.
# # #
-2-
Exhibit 2
JOINT PRESS RELEASE
of
CalEnergy Company, Inc. Peter Kiewit Sons', Inc.
FOR IMMEDIATE RELEASE
David L. Sokol - Chairman and Chief Executive Officer,
CalEnergy Company, Inc. 402-341-4500
Craig M. Hammett - Vice President, Chief Financial Officer,
CalEnergy Company, Inc. 402-341-4500
James Q. Crowe - President and Chief Executive Officer,
Kiewit Diversified Group Inc. 402-536-3625
R. Douglas Bradbury - Chief Financial Officer,
Kiewit Diversified Group Inc. 402-536-3625
CalEnergy and Peter Kiewit Sons', Inc. Announce Agreement in
Principle for CalEnergy to Acquire Partnership Interests and
CalEnergy Stock Holdings from Kiewit
Omaha, NE, September 4, 1997: CalEnergy Company, Inc.
("CalEnergy") (NYSE, PSE, and LSE symbol: CE) and Peter
Kiewit Sons', Inc. ("PKS") announced today that it has
entered into an agreement in principle with PKS and Kiewit
Diversified Group Inc. ("KDG") to purchase KDG's ownership
interest in various project partnerships and CalEnergy
shares. KDG's current ownership interest in CalEnergy
comprises 20,231,000 shares of common stock (assuming
exercise by KDG of one million shares of options to purchase
CE shares) which represents approximately 30% of CalEnergy's
outstanding shares (26% on a fully diluted basis), as well as
the following minority project interests: Mahanagdong (45%),
Casecnan (35%), Dieng (47%), Patuha (44%), Bali (30%) and CE
Electric UK (30%). CalEnergy is the managing partner and
operator of each such project.
The agreement in principle provides that CalEnergy would
pay $1,155,000,000 for KDG's stock holdings in CalEnergy, as
well as KDG's project interests. This transaction is subject
to definitive documentation and Board of Director approval by
KDG and CalEnergy, both of which are expected next week.
Final closing of the transaction is scheduled for January
1998. CalEnergy intends to fund this acquisition with
available cash, the proceeds of a debt offering and arranging
a secondary offering of a portion of the CalEnergy shares
currently held by KDG.
The actions taken today are in response to discussions
between the companies wherein the management of KDG indicated
that it expects to devote substantially more management time
and capital resources to its information services business.
In that regard, KDG intends to conduct a comprehensive review
of the existing businesses to determine how those businesses
will complement a focus on information services businesses.
KDG has no precise timetable for completion of that review or
implementation of any decisions it reaches.
-more-
Given the uncertainty of KDG's future actions, CalEnergy
requested KDG to agree to sell their CalEnergy project and
stock interests to CalEnergy in order to provide for a clean
transition.
David L. Sokol, Chairman and Chief Executive Officer,
stated, "Peter Kiewit Sons', Inc. has been a very supportive
shareholder of CalEnergy and we wish them well in their
future endeavors. This is a very positive transaction for us
and will be accretive to earnings beginning in 1998. We have
accepted James Crowe's resignation from the CalEnergy Board
of Directors as of today; however, we are pleased that Walter
Scott, Jr. and Richard Jaros, both Peter Kiewit Sons', Inc.
board members, will be staying on CalEnergy's board as
independent directors."
James Q. Crowe, President and Chief Executive Officer of
KDG, stated, "CalEnergy is one of the best-positioned energy
companies in their field and we have great respect for their
entire team. This transaction will allow both companies to
focus on their rapidly developing businesses, both of which
are very exciting."
CalEnergy, which manages and owns interest in over 5,000
net MW of power generation facilities in operation,
construction and development worldwide, currently operates 20
generating facilities and also supplies and distributes
electricity to 1.5 million customers.
# # #
