CALENERGY CO INC
8-K, 1998-12-09
COGENERATION SERVICES & SMALL POWER PRODUCERS
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                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 November 30, 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)
<PAGE>
Item 5.  Other Events

      Effective November 30, 1998, the registrant, acting  pursuant
to  authorization of its Board of Directors, amended  its  existing
Rights  Agreement dated as of December 1, 1988, as amended ("Rights
Agreement"),  to  extend the term of the Rights  Agreement  by  one
year, to November 30, 1999.  Pursuant to the Rights Agreement,  the
registrant's  common stock currently trades with  certain  attached
preferred stock purchase rights (the "Rights").  The Rights,  which
cannot  be  traded  separately from CalEnergy common  stock,  would
become  exercisable  upon  the  occurrence  of  certain  triggering
events,  including acquisition by a person or group  of  beneficial
ownership  of  20%  or more of the CalEnergy common  stock  or  the
announcement of a tender or exchange offer for 30% or more  of  the
CalEnergy  common  stock.   The Rights could  have  the  effect  of
delaying,  deferring or preventing a takeover or change of  control
of CalEnergy that has not been approved by the CalEnergy Board.  In
connection with the proposed merger of MidAmerican Energy  Holdings
Company  with  a subsidiary of the registrant, it is also  expected
that  the  registrant  will reincorporate  in  the  State  of  Iowa
pursuant to a merger of the registrant with and into a newly-formed
and  wholly  owned  Iowa subsidiary of the registrant.   Such  Iowa
successor  to the registrant is expected to adopt a similar  rights
agreement.


Item 7.  Financial Statements and Exhibits

      1.    Amendment  No. 2 to the Rights Agreement  dated  as  of
December   1,   1988,  as  amended,  between  the  Registrant   and
ChaseMellon Shareholder Services, L.L.C (as successor Rights  Agent
to Manufacturers Hanover Trust Company of California).
<PAGE>

                           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/ Steven A. McArthur
                                        Steven A. McArthur
                                        Executive Vice President and
                                        General Counsel




Dated: December 9, 1998
<PAGE>

                                                                   
                                                  Exhibit 1
                                 
                AMENDMENT NO. 2 TO RIGHTS AGREEMENT

     AMENDMENT NO. 2, dated as of November 30, 1998, to the Rights
Agreement dated as of December 1, 1988, as amended (the "Rights
Agreement"), between CalEnergy Company, Inc. (previously named
California Energy Company, Inc.), a Delaware Corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (successor
to Manufacturers Hanover Trust Company of California), as Rights
Agent (the "Rights Agent").

     WHEREAS, the Company and the predecessor Rights Agent entered
into the Rights Agreement specifying the terms of the Rights (as
defined therein);

     WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement in accordance with Section 27 of the Rights
Agreement;

     NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment,
the parties hereby agree as follows:

     1.   Section 7 (a) of the Rights Agreement is hereby amended
as follows:

          a)   The reference to "November 30,1998" in Section 7 (a)
               is hereby amended to read "November 30, 1999".
          
     2.   The first paragraph of Section 18 of the Rights Agreement
is hereby amended by adding the following sentence to the end of
such paragraph:

          "Anything to the contrary notwithstanding, in no event
          shall the Rights Agent be liable for special, punitive,
          indirect, consequential or incidental loss or damage of
          any kind whatsoever (including but not limited to lost
          profits), even if the Rights Agent has been advised of
          the likelihood of such loss or damage."
          
     3.   Each reference in the Rights Agreement to the term
"Agreement" or to the terms "herein," "hereof" or words of like
import referring to the Rights Agreement, shall be deemed to refer
to the Rights Agreement as amended hereby.  All terms used but not
defined herein shall have the meanings assigned thereto in the
Rights Agreement.

     4.   This Amendment shall be effective as of the date hereof
and, except as set forth herein, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected hereby.
<PAGE>
     5.   This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, all of
which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed, all as of the day and year first
above written.


                              CALENERGY COMPANY, INC.

                              By: ______________________________
                              Name:   Steven A. McArthur
                              Title:  Executive Vice President,
                                      General Counsel and Secretary






                              CHASEMELLON SHAREHOLDER SERVICES,
                              L.L.C.
                              
                              
                              By: ______________________________
                              Name:
                                                             Title:
<PAGE>


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