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 22, 1998
(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)
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Item 5. Other Events
On September 22, 1998, the Registrant announced that it closed
the sale of $1.4 billion aggregate principal amount of its Senior
Notes and Bonds.
Also on September 22, 1998, the Registrant and MidAmerican
Energy Holdings Company announced that they have filed an
Application for Review of Proposal for Reorganization with the Iowa
Utilities Board (IUB) in conjunction with their proposed merger.
Certain information included in this report contains forward-
looking statements made pursuant to the Private Securities
Litigation Reform Act of 1995 ("Reform Act"). Such statements are
based on current expectations and involve a number of known and
unknown risks and uncertainties that could cause the actual results
and performance of the Registrant to differ materially from any
expected future results or performance, expressed or implied, by
the forward-looking statements. In connection with the safe harbor
provisions of the Reform Act, the Registrant has identified
important factors that could cause actual results to differ
materially from such expectations, including development
uncertainty, operating uncertainty, acquisition uncertainty,
uncertainties relating to doing business outside of the United
States, uncertainties relating to geothermal resources,
uncertainties relating to domestic and international (and in
particular, Indonesian) economic and political conditions and
uncertainties regarding the impact of regulations, changes in
government policy, industry deregulation and competition.
Reference is made to all of the Registrant's SEC Filings, including
the Registrant's Report on Form 8-K dated March 6, 1998,
incorporated herein by reference, for a description of such
factors. The Company assumes no responsibility to update forward-
looking information contained herein.
Item 7. Financial Statements and Exhibits
Exhibit 1 - Press Release dated September 22, 1998
Exhibit 2 - Joint Press Release dated September 22, 1998
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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 22, 1998
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FOR IMMEDIATE RELEASE EXHIBIT 1
Craig M. Hammett - Senior Vice President, Chief Financial Officer 402-341-4500
Craig Allen - Manager, Investor Relations 402-341-4500
Patti J. McAtee-Director, Corporate Communications 402-341-4500
Kate Inverarity - Brunswick 212-333-3810
CalEnergy Announces Closing of $1.4 Billion Senior Note and Bond Offering
OMAHA, NE, September 22, 1998: CalEnergy Company, Inc.
("CalEnergy" or the "Company") (NYSE: CE; PCX and LSE) announced
today that it closed the sale of $1.4 billion aggregate principal
amount of its Senior Notes and Bonds having the following interest
rates, principal amounts and maturities: $215 million of its 6.96%
Senior Notes due 2003, $260 million of its 7.23% Senior Notes due
2005, $450 million of its 7.52% Senior Notes due 2008 and $475
million of its 8.48% Senior Bonds due 2028. The Senior Notes and
Bonds are subject to optional redemption at any time at par plus
payment of a make-whole premium. The Senior Notes and Bonds were
rated BB+, Ba1 and BB+ by Standard & Poor's, Moody's and Duff &
Phelps, respectively, and CalEnergy's long term senior debt has
been placed on credit watch with positive implications for a
possible upgrade by all three rating agencies following completion
of the pending MidAmerican Energy merger.
Approximately $830 million in net proceeds of the Senior Note
and Bond Offering, together with approximately $600 million in net
proceeds from an expected equity offering later this year and
approximately $740 million in net proceeds from an expected non-
recourse financing later this year, are expected to be used to fund
the pending MidAmerican Energy merger. Approximately $543 million
of the net proceeds of the Senior Note and Bond Offering is
expected to be used to refinance the Company's outstanding 10 1/4%
Senior Discount Notes, which become callable on January 15, 1999.
Craig Hammett, Senior Vice President and Chief Financial
Officer, stated "The closing of this financing on these favorable
terms will facilitate the pending consummation of the MidAmerican
merger. Today's financing will also permit the Company to
refinance certain of CalEnergy's outstanding debt at a
significantly lower interest rate."
Credit Suisse First Boston Corporation, Lehman Brothers Inc.
and Goldman, Sachs & Co. served as managers of the Senior Note and
Bond Offering.
CalEnergy is a global energy company that manages and owns
interests in over 5,000 net megawatts of power generation
facilities in operation, construction and development worldwide.
The Company develops and produces energy from diversified fuel
sources including geothermal, natural gas and hydroelectric.
Through its subsidiary Northern Electric, CalEnergy supplies and
distributes electricity and gas to 2.0 million customers in the
United Kingdom. CalEnergy conducts business in the U.S., U.K., the
Philippines, Indonesia, Poland and Australia, and employs more than
4,200 people worldwide. For the year ended December 31, 1997,
CalEnergy generated revenues of over $2.2 billion and had assets of
approximately $7.5 billion.
This press release contains forward-looking statements which
are based on current expectations and involve a number of
uncertainties. Reference is made to all of the Company's SEC
filings, including the Company's Report on Form 8-K dated March 6,
1998, incorporated herein by reference, for a description of such
uncertainties.
www.calenergy.com
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EXHIBIT 2
For Immediate Release
CalEnergy and MidAmerican File for IUB Merger Approval
OMAHA, NEBRASKA and DES MOINES, IOWA, September 22, 1998 ---
CalEnergy Company, Inc. (NYSE: CE) and MidAmerican Energy Holdings
Company (NYSE: MEC) today announced that they have filed an
Application for Review of Proposal for Reorganization with the Iowa
Utilities Board (IUB) in conjunction with their proposed merger.
The merger agreement is also subject to approval by the
shareholders of both companies, for which special meetings will be
called later this year. Completion of the merger is expected to
occur by the end of the first quarter of 1999.
The Application with the IUB is the last major regulatory filing
that the companies expect to make. To date, filings have been made
with Federal Energy Regulatory Commission, the Nuclear Regulatory
Commission, the Department of Justice and the Federal Trade
Commission. These filings, along with CalEnergy's closing of $1.4
billion in debt securities today, are continued steps to the
completion of the merger of the companies.
CalEnergy and MidAmerican formally announced plans to merge last
month. The combined enterprise will have total assets of
approximately $13 billion, total annual revenues of more than $4.2
billion and will serve over 3.3 million retail customers.
CalEnergy expects the transaction to be accretive to its earnings
in the first full year of combined operations.
CalEnergy is a global energy company that manages and owns
interests in over 5,000 net megawatts of power generation
facilities in operation, construction and development worldwide.
Through its U.K. subsidiary, CalEnergy supplies and distributes
electricity and gas to approximately 2.0 million customers in the
United Kingdom. CalEnergy produces and develops energy from
diversified fuel sources including geothermal, natural gas and
hydroelectric. CalEnergy conducts business in the U.S., U.K., the
Philippines, Indonesia, Poland and Australia, and employs more than
4,200 people worldwide. In the year ended December 31, 1997,
CalEnergy generated revenues of over $2.2 billion and had assets of
approximately $7.5 billion. CalEnergy's headquarters are based in
Omaha, Nebraska. Information about CalEnergy is available on the
Internet at http://www.calenergy.com.
-more-
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CalEnergy and MidAmerican
September 22, 1998
Page -2-
MidAmerican, Iowa's largest energy company, provides electric
service to 648,000 customers and natural gas service to 619,000
customers in Iowa, Illinois, Nebraska and South Dakota. Company
headquarters are in Des Moines, Iowa. In the year ended December
31, 1997, MidAmerican generated revenues of over $1.9 billion and
had assets of approximately $4.3 billion. Information about
MidAmerican is available on the Internet at
http://www.midamerican.com.
This press release contains forward-looking statements which are
based on current expectations and involve a number of
uncertainties. Reference is made to all of the Company's SEC
filings, including the Company's Report on Form 8-K dated March 6,
1998, incorporated herein by reference, for a description of such
uncertainties.
Press Contacts:
MidAmerican Energy Holdings Company
Kevin Waetke, Manager, Media Relations (515) 281-2785
CalEnergy Company, Inc.
Patti McAtee, Director, Corporate Communications (402) 231-1519
Craig Allen, Manager, Investor Relations (402) 231-1673
Kate Inverarity, Brunswick (212) 333-3810
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