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 March 28, 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 Number) (IRS Employer
jurisdiction of 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
In November 1995, the Company closed the financing and
commenced construction of the Casecnan Project, a combined
irrigation and 150 net MW hydroelectric power generation project
(the "Casecnan Project") located in the central part of the
island of Luzon in the Republic of the Philippines. The Casecnan
Project will consist generally of diversion structures in the
Casecnan and Denip Rivers that will divert water into a tunnel of
approximately 23 kilometers. The tunnel will transfer the water
from the Casecnan and Denip Rivers in the Pantabangan Reservoir
for irrigation and hydroelectric use in the Central Luzon area.
An underground powerhouse located at the end of the water tunnel
and before the Pantabangan Reservoir will house a power plant
consisting of approximately 150 MW of newly installed rated
electrical capacity. A tailrace tunnel of approximately three
kilometers will deliver water from the water tunnel and the new
powerhouse to the Pantabangan Reservoir, providing additional
water for irrigation and increasing the potential electrical
generation at two downstream existing hydroelectric facilities of
the National Power Corporation of the Philippines ("NPC").
CE Casecnan Water and Energy Company, Inc., a Philippine
corporation ("CE Casecnan") which is presently indirectly owned
as to approximately 35% of its equity by the Company and
approximately 35% indirectly owned by Peter Kiewit Sons' Inc., is
developing the Casecnan Project under the terms of the Project
Agreement between CE Casecnan and the National Irrigation
Administration ("NIA"). Under the Project Agreement, CE Casecnan
will develop, finance and construct the Casecnan Project over an
estimated four-year construction period, and thereafter own and
operate the Casecnan Project for 20 years (the "Cooperation
Period"). During the Cooperation Period, NIA is obligated to
accept all deliveries of water and energy, and so long as the
Casecnan Project is physically capable of operating and
delivering in accordance with agreed levels set forth in the
Project Agreement, NIA will pay CE Casecnan a guaranteed fee for
the delivery of water and a guaranteed fee for the delivery of
electricity, regardless of the amount of water or electricity
actually delivered. In addition, NIA will pay a fee for all
electricity delivered in excess of a threshold amount up to a
specified amount. NIA will sell the electric energy it purchases
to NPC, although NIA's obligations to CE Casecnan under the
Project Agreement are not dependent on NPC's purchase of the
electricity from NIA. All fees to be paid by NIA to CE Casecnan
are payable in U.S. dollars. The guaranteed fees for the
delivery of water and energy are expected to provide
approximately 70% of CE Casecnan's revenues.
The Project Agreement provides for additional compensation
to the CE Casecnan upon the occurrence of certain events,
including increases in Philippine taxes and adverse changes in
Philippine law. Upon the occurrence and during the continuance
of certain force majeure events, including those associated with
Philippines political action, NIA may be obligated to buy the
Casecnan Project from CE Casecnan at a buy out price expected to
be in excess of the aggregate principal amount of the outstanding
CE Casecnan debt securities, together with accrued but unpaid
interest. At the end of the Cooperation Period, the Casecnan
Project will be transferred to NIA and NPC for no additional
consideration on an "as is" basis.
The Republic of the Philippines has provided a Performance
Undertaking under which NIA's obligations under the Project
Agreement are guaranteed by the full faith and credit of the
Republic of the Philippines. The Project Agreement and the
Performance Undertaking provide for the resolution of disputes by
binding arbitration in Singapore under international arbitration
rules.
In its Form 8-K dated February 25, 1997, the Registrant
reported that CE Casecnan had been recently advised that Hanbo
Corporation and Hanbo Iron & Steel Company, Ltd. ("Hanbo Steel")
had each filed to seek court receivership protection in South
Korea but that Hanbo Engineering and Construction Co. Ltd.
("HECC") had not filed for receivership protection and was
believed to be solvent. However, CE Casecnan has now been
informed that HECC also has filed for receivership. The Casecnan
project, which commenced in 1995, is currently being constructed
pursuant to a fixed-price, date-certain, turnkey construction
contract (the "Turnkey Construction Contract") on a joint and
several basis by Hanbo Corporation and HECC, both of which are
South Korean corporations. CE Casecnan has recently received
confirmation from HECC that it intends to fully perform its
obligations under the Turnkey Construction Contract and complete
the Casecnan Project on schedule and within the budget. However,
although HECC is currently performing the work, there can be no
assurance that it will remain able to perform fully its
obligations under the Turnkey Construction Contract.
Hanbo Corporation and HECC (sometimes collectively referred
to as the "Contractor") are under common ownership. The
Contractor's obligations under the Turnkey Construction Contract
are guaranteed by Hanbo Steel. In addition, the Contractor's
obligations under the Turnkey Construction Contract are secured
by an irrevocable standby letter of credit issued by Korea First
Bank ("KFB") in the approximate amount of $118 million. The
total cost of the Casecnan project, including development,
construction, testing and startup, is estimated to be
approximately $495 million.
CE Casecnan is presently reviewing its rights, obligations
and potential remedies in respect of the recent developments
regarding the Contractor and is presently unable to speculate as
to the ultimate effect of such developments on CE Casecnan.
KFB has recently reconfirmed to CE Casecnan that it will
honor its obligations under the Casecnan Project letter of credit
and also has stated its support for the successful completion of
the Casecnan Project and has previously offered to extend a
working capital facility to HECC. However, until a receiver for
HECC is appointed, it is unclear whether such working capital
facility can be utilized and whether there will be any
constraints imposed on HECC's performance of the work. It is
also noted that Moody's Investors Service recently issued a
ratings downgrade of KFB's senior debt from Baa1 to Baa2.
CE Casecnan financed a portion of the costs of the Casecnan
Project through the issuance of $125,000,000 of its 11.45% Senior
Secured Series A Notes due 2005 and $171,500,000 of its 11.95%
Senior Secured Series B Bonds due 2010 and $75,000,000 of its
Secured Floating Rate Notes due 2002, pursuant to an indenture
dated as of November 27, 1995, as amended to date (the "Casecnan
Indenture"). Although no default has yet occurred under the
Casecnan Indenture as a result of the announced receivership of
HECC, CE Casecnan will continue to closely monitor the Hanbo
group and KFB developments and project construction status and
develop appropriate contingency plans.
If Contractor materially fails to perform its obligations
under the Turnkey Construction Contract or if KFB were to fail to
honor its obligations under the Casecnan letter of credit, such
actions could have a material adverse effect on the Casecnan
Project and CE Casecnan.
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: March 28, 1997
