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 February 26, 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 7. Financial Statements and Exhibits
Exhibit 1 - Press Release dated February 26, 1997.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On February 26, 1997, the Registrant announced that
CalEnergy Capital Trust II (the "Trust"), a subsidiary of the
Registrant and a statutory business trust formed under the laws
of the state of Delaware, completed a private placement of $150
million in aggregate amount of 6 1/4% Trust Convertible Preferred
Securities ("Trust Securities"), with a liquidation preference of
$50 each. Additionally, the initial purchasers, Lehman Brothers
Inc. and Donaldson Lufkin & Jenrette Securities Corporation,
exercised an option to purchase an additional $30 million in
aggregate amount of Trust Securities to cover over-allotments.
Each of the Trust Securities will be convertible at the option of
the holder at any time into 1.1655 shares of the Registrant's
Common Stock, equivalent to a conversion price of $42.90 per
share, subject to adjustment under certain circumstances. The
Registrant owns all of the common securities of the Trust. The
initial purchasers resold 94,000 of the Trust Securities
("Regulation S Securities") outside the United States to certain
persons other than U.S. persons in reliance on Regulation S under
the Securities Act of 1933. The Regulation S Securities were
sold for their liquidation preference of $50 each or $4,700,000
in the aggregate. In connection with the purchase of the
Regulation S Securities, the Registrant paid the initial
purchasers a commission equal to 2 1/2% of the purchase price of
the Regulation S Securities or $117,500 in the aggregate.
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: February 26, 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: ______________________________
Douglas L. Anderson
Assistant Secretary Counsel
Dated: February 26, 1997
FOR IMMEDIATE RELEASE
John G. Sylvia - Senior Vice President, Chief Financial Officer 402-341-4500
Jeffrey S. Laudin - Manager, Investor Relations 402-341-4500
CalEnergy Announces Completion of
Private Placement of Trust Preferred Convertible Securities
OMAHA, NEBRASKA, February 26, 1997 -- CalEnergy Company, Inc.
("CalEnergy") (NYSE, PSE and LSE symbol: CE) announced today
that CalEnergy Capital Trust II (the "Trust"), a special purpose
Delaware business trust formed by the Company, completed a
private placement of $150 million in aggregate amount of trust
convertible preferred securities ("Trust Securities"). In
addition, Lehman Brothers and Donaldson, Lufkin & Jenrette (the
"initial purchasers") exercised an option to purchase an
additional 600,000 Trust Securities, or $30 million in aggregate
amount, to cover over-allotments.
CalEnergy owns all of the common securities of the Trust. The
Trust Securities 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 2012. Each Trust Security has a
liquidation preference of $50 each and will be convertible at the
option of the holder thereof any time into 1.1655 shares of
CalEnergy Common Stock (equivalent to a conversion price of
$42.90 per share of CalEnergy Common Stock), subject to
adjustments in certain circumstances.
The proceeds of the offering ultimately will be used by CalEnergy
to fund ongoing construction expenses for its international
projects, to make equity investments in future domestic and
international energy projects, to fund possible project or
company acquisitions (although no specific acquisitions are
currently contemplated by the Company), for the repayment of debt
(including the repayment of the entire amount of approximately
$100 million which was drawn under a $100 million credit facility
in connection with the acquisition of Northern Electric plc), and
for other general corporate purposes. The Trust Securities 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, a leading international provider of energy services,
develops, owns and operates power generation facilities and
manages the supply and distribution of electricity.
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