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 October 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)
Item 5. Other Events
In separate meetings held on October 30, 1998, shareholders
of CalEnergy Company, Inc. and MidAmerican Energy Holdings
Company approved the proposed merger of the companies. At the
CalEnergy meeting, shareholders approved the reincorporation of
CalEnergy as an Iowa Corporation, effectively voting in favor of
the proposed merger. As a result of the reincorporation and the
merger, MidAmerican will become a wholly owned subsidiary of
CalEnergy and following its reincorporation in Iowa, CalEnergy
will be renamed MidAmerican Energy Holdings Company and will
retain MidAmerican's corporate headquarters in Des Moines, Iowa.
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 including expectations
regarding the future results of operations of Registrant and
MidAmerican Energy Holdings Company and the combined company, the
intended financing of the merger and receipt of regulatory
approvals. 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 Proxy Statement and 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 - Joint Press Release dated October 30, 1998
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: October 30, 1998
EXHIBIT 1
FOR IMMEDIATE RELEASE
CalEnergy and MidAmerican Shareholders Approve Proposed Merger
OMAHA, NEBRASKA and DES MOINES, IOWA, October 30, 1998 ---
In separate meetings held today, shareholders of CalEnergy
Company, Inc. ("CalEnergy" NYSE: CE; PCX and LSE) and
MidAmerican Energy Holdings Company ("MidAmerican" NYSE: MEC)
approved the proposed merger of the companies.
At the CalEnergy meeting in Omaha, Nebraska, shareholders
approved the reincorporation of CalEnergy as an Iowa corporation,
effectively voting in favor of the proposed merger. The
reincorporation is necessary in order to accomplish the merger.
In Des Moines, Iowa, MidAmerican shareholders approved the
proposed merger. As a result of the reincorporation and the
merger, MidAmerican will become a wholly owned subsidiary of
CalEnergy and following its reincorporation in Iowa, CalEnergy
will be renamed MidAmerican Energy Holdings Company and will
retain MidAmerican's corporate headquarters in Des Moines, Iowa.
Current CalEnergy shareholders will automatically own shares
in the combined company.
Of the CalEnergy shareholder votes cast, over 99% were in favor
of the merger.
At the MidAmerican meeting in Des Moines, Iowa, shareholders
approved the merger of MidAmerican with CalEnergy, whereby
MidAmerican will become a subsidiary of the new company.
MidAmerican shareholders will be entitled to receive $27.15 in
cash for each share of MidAmerican stock they own at the close of
the merger. Of the MidAmerican shareholder votes cast, over 90%
were in favor of the merger. A majority of the outstanding
shares of each company were required to be voted in favor of the
merger.
Commenting on today's vote, David L. Sokol, Chairman and
Chief Executive Officer of CalEnergy and the new company, stated:
"Our shareholders recognize the significant value of this merger
to our future growth and earnings. This vote is an important
step toward completion of the merger and we look forward to
obtaining the remaining regulatory approvals necessary to
finalize the merger."
Stanley J. Bright, current President, Chairman and Chief
Executive Officer of MidAmerican and Vice Chairman of the Board
of the new company and member of its Executive Committee, added:
"In addition to a significant increase in shareholder value, we
believe the merger will be a great enhancement for the economies
and communities of the Midwest. We appreciate the loyalty and
support of our shareholders over the years. At the same time, we
are excited about becoming part of a dynamic global energy
company."
-more-
CalEnergy/MidAmerican
October 30, 1998
Page -2-
On October 13, 1998, the companies announced that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 expired and that federal antitrust clearance had been
obtained. The proposed merger, first announced on August 12,
1998, remains subject to approval from the Federal Energy
Regulatory Commission, the Nuclear Regulatory Commission and the
Iowa Utilities Board. The proposed merger is expected to close
during the first quarter of 1999.
The new company is expected to have total assets of
approximately $13 billion, total annual revenues of more than $5
billion and will serve over 3.3 million retail customers. Once
the merger is approved, the company's new board will include four
of MidAmerican's current directors: Stanley J. Bright, Chairman,
President and CEO of MidAmerican; Frank Cottrell, Senior Vice
President, General Counsel and Secretary of Deere & Company; Jack
W. Eugster, Chairman, President and CEO of The Musicland Group,
Inc.; and Robert L. Peterson, Chairman, President and CEO of IBP,
Inc.
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 currently based in Omaha, Nebraska. Information about
CalEnergy is available on the Internet at 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
www.midamerican.com.
Press Contacts:
MidAmerican Energy Holdings Company
Kevin Waetke, Manager, Media Relations (515) 281-2785
Jene Spurgin, Manager, Investor Relations (515) 281-2204
CalEnergy Company, Inc.
Patti McAtee, Director, Corporate Communications (402) 231-1519
Craig Allen, Manager, Investor Relations (402) 231-1673
Diana Nelson, Brunswick (212) 333-3810
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