UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
California Energy Company, Inc.
(Name of Issuer)
Common Stock $0.0675 Par Value
(Title of Classes of Securities)
130190-10-1
(CUSIP Number)
Kenneth D. Gaskins, Esq.
1000 Kiewit Plaza
Omaha, Nebraska 68131
Tel. No.: (402) 342-2052
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 15, 1995
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this statement because of Rule 13d-
1(b)(3) or (4), check the following: [ ]
Check the following box if a fee is being paid with this
statement: [ ]
<PAGE>
SCHEDULE 13D
CUSIP No. 130190-10-1 Page 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kiewit Energy Company
47-0735378
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
19,940,726
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 19,940,726
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,940,726
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5
14 TYPE OF REPORTING PERSON*
CO
SEC 1746 (4-94)
<PAGE>
SCHEDULE 13D
CUSIP No. 130190-10-1 Page 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kiewit Energy Group Inc.
47-0784188
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
19,940,726
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 19,940,726
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,940,726
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5
14 TYPE OF REPORTING PERSON*
HC, CO
SEC 1746 (4-94)
<PAGE>
SCHEDULE 13D
CUSIP No. 130190-10-1 Page 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kiewit Diversified Group Inc.
47-0705284
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
19,940,726
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 19,940,726
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,940,726
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5
14 TYPE OF REPORTING PERSON*
HC, CO
SEC 1746 (4-94)
<PAGE>
SCHEDULE 13D
CUSIP No. 130190-10-1 Page 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter Kiewit Sons', Inc.
47-0210602
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
19,940,726
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 19,940,726
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,940,726
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5
14 TYPE OF REPORTING PERSON*
HC, CO
SEC 1746 (4-94)
<PAGE>
This is Amendment No. 11 to the Schedule 13D dated March 25,
1991. In compliance with Rule 13d-2(c), the first mandatory EDGAR
filing of an amendment to Schedule 13D required a restatement of
prior filings, which occurred with the filing of Amendment No. 7 on
April 28, 1994. Subsequent amendments were filed on:
No. 8 August 8, 1994
No. 9 September 13, 1994
No. 10 March 9, 1994
Background. As reported in the Background section of
Amendment No. 7, Kiewit Energy Company ("KEC") purchased 1,000
shares of the Series C Redeemable Convertible Exchangeable
Preferred Stock ("Preferred Stock") of California Energy Company,
Inc. ("CECI") for $50 million on November 21, 1991.
Dividends on the Preferred Stock have accumulated at an annual
rate of 8.125% and have been paid quarterly. Through March 15,
1995, CECI has paid dividends in kind in the form of an additional
297 shares of Preferred Stock (including a dividend of 25 shares
paid on March 15, 1995). CECI would have been required to pay
dividends after March 15, 1995 in cash. The Preferred Stock was
convertible at any time into Common Stock at a price of $18.375 per
share (the "Conversion Price"). At any time after December 15,
1994, the Preferred Stock was exchangeable by CECI for its 9.5%
Convertible Subordinated Debentures ("Debentures"), which have
conversion and redemption terms similar to those of the Preferred
Stock.
On March 15, 1995, CECI exchanged KEC's Preferred Stock for
Debentures with a principal amount of $64,850,000.00. Unlike the
Preferred Stock, the Debentures do not carry current voting rights.
However, KEC can convert the Debentures into voting Common Stock at
any time at an $18.375 per share Conversion Price.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
This Amendment No. 11 is filed on behalf of Kiewit Energy
Company ("KEC"), a Delaware corporation, and its parents, Kiewit
Energy Group Inc. ("KEG"), Kiewit Diversified Group Inc. ("KDG"),
and Peter Kiewit Sons', Inc. ("PKS"), all of which are Delaware
corporations. On December 15, 1994, KDG contributed its shares of
KEC to KEG, a newly formed intermediate holding company.
<PAGE>
The names of the executive officers and directors of KEG,
their addresses, citizenship and principal occupations are as
follows:
PRINCIPAL
NAME AND OCCUPATION
OFFICE HELD BUSINESS ADDRESS CITIZENSHIP OR EMPLOYMENT
George Lee Butler 1000 Kiewit Plaza USA President, KEG
President and Omaha, NE 68131
Director
Sanford M. Goodman 1000 Kiewit Plaza USA Vice
Vice President Omaha, NE 68131 President, KEG
Steven L. George 1000 Kiewit Plaza USA Vice
Vice President Omaha, NE 68131 President, KEG
Ann C. McCulloch 1000 Kiewit Plaza USA Vice President
Vice President and Omaha, NE 68131 and Treasurer,
Director PKS
Walter Scott, Jr. 1000 Kiewit Plaza USA Chairman and
Director Omaha, NE 68131 President, PKS
Richard R. Jaros 1000 Kiewit Plaza USA Executive Vice
Director Omaha, NE 68131 President, PKS
The remaining portions of Item 2 are substantially unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
No funds were involved in the reported transaction; no
other changes.
Item 4. Purpose of Transaction.
No change.
Item 5. Interest in Securities of the Issuer.
(a)(1) KEC now owns 10,622,312 shares of CECI common
stock ("Shares"), $64,850,000 of Debentures (which are currently
convertible into 3,529,251 Shares), and options ("Options") to
acquire 5,789,163 Shares. Based upon recent information from CECI,
48,536,621 Shares are currently issued and outstanding.
Accordingly, KEC (i) directly owns 10,622,312 Shares, or 21.9% of
the outstanding Shares and (ii) beneficially owns 19,940,726
Shares, or 34.5% of the Shares (i.e. (a) the number of outstanding
shares, increased by (b) an assumed conversion of the Debentures
and (c) an assumed exercise of all of the Options).
(a)(2)--(e) No change.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
No change.
<PAGE>
Item 7. Material to be Filed as Exhibits
No change.
<PAGE>
Signatures
After reasonable inquiry, and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the
information set forth in this Amendment No. 11 to Schedule 13D is
true, complete and correct.
KIEWIT ENERGY COMPANY
April 6, 1995 By: /s/ Sanford M. Goodman
Date Name: Sanford M. Goodman
Title: Vice President
KIEWIT ENERGY GROUP INC.
April 6, 1995 By: /s/ Sanford M. Goodman
Date Name: Sanford M. Goodman
Title: Vice President
KIEWIT DIVERSIFIED GROUP INC.
April 6, 1995 By: /s/ Robert E. Julian
Date Name: Robert E. Julian
Title: Executive Vice President
PETER KIEWIT SONS', INC.
April 6, 1995 By: /s/ Robert E. Julian
Date Name: Robert E. Julian
Title: Executive Vice President
