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 15, 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 15, 1998, the Registrant announced that it
intends to refinance its 10 1/4 percent Senior Discount Notes due 2004 using
a portion of the net proceeds of an offering of new senior debt
securities or other available funds.
Also on September 15, 1998, the Registrant and MidAmerican
Energy Holdings Company announced that various regulatory
applications for their planned merger had been filed with the
Federal Energy Regulatory Commission, the Nuclear Regulatory
Commission, the Department of Justice and the Federal Trade
Commission. A filing is expected to be made with the Iowa
Utilities Board next week.
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 15, 1998
Exhibit 2 - Joint Press Release dated September 15, 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 15, 1998
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Exhibit 1
FOR IMMEDIATE RELEASE
Craig M. Hammett - Senior Vice President, Chief Financial Officer 402-341-4500
Craig S. Allen - Manager, Investor Relations 402-341-4500
Patti J. McAtee - Director, Corporate Communications 402-341-4500
Kate Inverarity - Brunswick 212-333-3810
CalEnergy Announces Plan to Refinance Senior Discount Notes
OMAHA, NEBRASKA, September 15, 1998 -- CalEnergy Company, Inc.
("CalEnergy" or the "Company") (NYSE: CE; PCX and LSE) announced
that it intends to refinance its 10 1/4% Senior Discount Notes due
2004 using a portion of the net proceeds of an offering of new
senior debt securities or other available funds.
CalEnergy reserves the right in the interim to repurchase the
Senior Discount Notes from time to time in the open market, in
privately negotiated transactions or otherwise subject to market
conditions. CalEnergy currently intends to redeem the remaining
Senior Discount Notes on or about January 15, 1999, when they first
become callable.
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.
This release shall not constitute an offer to buy or sell or
the solicitation of an offer to sell or buy nor shall there be any
purchase or sale of these securities in any state in which such
offer, solicitation, purchase or sale would be unlawful prior to
registration or qualification under the securities law of any such
state.
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.
www.calenergy.com
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Exhibit 2
For Immediate Release
CalEnergy and MidAmerican File for Merger Approvals
OMAHA, NEBRASKA and DES MOINES, IOWA, September 15, 1998 ---
CalEnergy Company, Inc. (NYSE: CE) and MidAmerican Energy Holdings
Company (NYSE: MEC) today announced that various regulatory
applications for their planned merger had been filed with the
Federal Energy Regulatory Commission, the Nuclear Regulatory
Commission, the Department of Justice and the Federal Trade
Commission. It is expected that a filing will be made with the
Iowa Utilities Board next week. The merger agreement is also
subject to approval by the shareholders of both companies (for
which special meetings will be called later this year) and
completion of the merger is expected to occur by the first quarter
of 1999.
The proposed transaction combines MidAmerican, a leading regional
provider of low-cost energy and related services that serves
approximately 1.3 million electric and gas customers in Iowa and
three neighboring states, with CalEnergy, a global energy company
that manages and owns independent power generation facilities and
other energy assets in the United States, Asia and Europe and
supplies and distributes electricity and gas to approximately 2.0
million customers in the United Kingdom.
CalEnergy and MidAmerican formally announced plans to merge last
month. Highlights of the agreement include:
O CalEnergy is paying $27.15 in cash for each MidAmerican common
share outstanding, in a transaction in which approximately $1.6
billion of outstanding debt and preferred stock of MidAmerican
Energy Company will remain outstanding.
O 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.
-more-
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CalEnergy and MidAmerican
September 15, 1998
Page -2-
O CalEnergy will reincorporate in the State of Iowa and be
renamed MidAmerican Energy Holdings Company. The company's
corporate headquarters will be located in Des Moines, Iowa, with
the office of the Chairman remaining in Omaha, Nebraska.
O David Sokol, the current Chairman and Chief Executive Officer
of CalEnergy, will continue in this role in the combined
enterprise. Stanley Bright, the current Chairman, President and
Chief Executive Officer of MidAmerican, will become Vice Chairman
of the Board and a member of its Executive Committee. Greg Abel,
President and Chief Operating Officer, will head the parent company
from its Des Moines corporate headquarters.
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.
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.
Press Contacts:
MidAmerican Energy Holdings Company
Keith Hartje, Vice President, Corporate Communications (515)281-2575
Ron Giaier, Vice President and Treasurer (515)242-4303
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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