SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE
REQUIRED]. For fiscal year ended December 31, 1993.
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]. For the transition period from
to .
Commission file number 1-9874
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
CALIFORNIA ENERGY COMPANY, INC. 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
CALIFORNIA ENERGY COMPANY, INC.
302 South 36th Street
Suite 400
Omaha, Nebraska 68154
REQUIRED INFORMATION
The following financial statements are furnished for the plan:
1. Independent auditors' report.
2. Audited statements of net assets available for plan benefits as of December
31, 1994 and 1993.
3. Audited statements of changes in net assets available for plan benefits for
the year ended December 31, 1994 and 1993.
4. Notes to financial statements.
5. Item 27(a) schedule of assets held for investment purposes at December 31,
1994.
6. Item 27(a) schedule of transactions in excess of 5% of plan value for the
year ended December 31, 1994.
7. Exhibit I - Consent of independent public accountants with respect to the
plan annual financial statements incorporated by reference on Form S-8.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Annual Report to be signed on is behalf by the undersigned hereunto
duly authorized on June 30, 1995.
CALIFORNIA ENERGY COMPANY, INC.
401(k) PLAN
By
Gregory E. Abel
Vice President and
Corporate Controller
CALIFORNIA ENERGY COMPANY, INC.
401(k) SAVINGS PLAN
Financial Statements, Supplemental Schedules
for the Years Ended December 31, 1994 and 1993
and Independent Auditors' Report
CALIFORNIA ENERGY COMPANY, INC. 401(k) SAVINGS PLAN
Plan financial statements and schedules are prepared in accordance with the
financial reporting requirements
of ERISA and are included herein as listed in the table of contents below.
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits with Fund
Information as of December 31, 1994 and 1993 2-3
Statements of Changes in Net Assets Available for Benefits
with Fund Information for the Years Ended December
31, 1994 and 1993 4-5
Notes to Financial Statements 6-8
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1994:
Item 27a - Schedule of Assets Held for Investment Purposes 9
Item 27d - Schedule of Reportable Transactions 10
SUPPLEMENTAL SCHEDULES OMITTED
Supplemental schedules not listed above are omitted because of the absence of
conditions under which they are required.
EXHIBIT I - Consent of Independent Public Accountants 11
INDEPENDENT AUDITORS' REPORT
To the Trustees of California Energy Company, Inc.
401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits
of California Energy Company, Inc. 401(k) Savings Plan (the "Plan") as of
December 31, 1994 and 1993, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1994 and 1993, and changes in net assets available for benefits
for the years then ended, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
table of contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for
benefits and the statements of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present net assets
available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 29, 1995
CALIFORNIA ENERGY COMPANY, INC. 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1994
Dreyfus Dreyfus New England
Capital Capital New Dreyfus Guaranteed California
Preservation Value Leaders GNMA Investment Loan Energy
ASSETS Total Fund Fund Fund Fund Fund Fund Stock
INVESTMENTS, at fair value:
Capital Preservation Fund $ 803,968 $ 803,968 $ - $ - $ - $ - $ - $ -
Dreyfus Capital Value Fund 569,820 - 569,820 - - - - -
Dreyfus New Leaders Fund 1,267,185 - - 1,267,185 - - - -
Dreyfus GNMA Fund 764,833 - - - 764,833 - - -
California Energy Stock 1,612,188 - - - - - - 1,612,188
Money Market Fund 47,511 21,573 - - - - - 25,938
New England Guaranteed
Investment Fund 730,629 - - - - 730,629 - -
Loans to participants 577,053 - - - - - 577,053 -
Total investments 1,373,187 825,541 569,820 1,267,185 764,833 730,629 577,053 1,638,126
CONTRIBUTIONS RECEIVABLE:
Employer 80,561 15,977 10,238 21,048 11,076 - - 22,222
Employee 43,450 7,864 5,342 12,303 5,767 - - 12,174
Total contributions
receivable 124,011 23,841 15,580 33,351 16,843 - - 34,396
NET ASSETS AVAILABLE FOR
BENEFITS $6,497,198 $849,382 $585,400 $1,300,536 $781,676 $730,629 $577,053 $1,672,522
See notes to financial statements.
CALIFORNIA ENERGY COMPANY, INC. 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1993
ASSETS Guaranteed Dreyfus Dreyfus
Investment Capital New Dreyfus California
Fund Value Leaders GNMA Loan Energy
Total Trust Fund Fund Fund Fund Stock
INVESTMENTS, at fair value:
Guaranteed Investment Fund Trust $ 593,294 $593,294 $ - $ - $ - $ - $ -
Dreyfus Capital Value Fund 347,564 - 347,564 - - - -
Dreyfus New Leaders Fund 970,514 - - 970,514 - - -
Dreyfus GNMA Fund 695,417 - - - 695,417 - -
California Energy Stock 1,371,534 - - - - - 1,371,534
Money Market Fund 5,977 - - - - - 5,977
Loans to participants 334,330 - - - - 334,330 -
Total investments 4,318,630 593,294 347,564 970,514 695,417 334,330 1,377,511
CONTRIBUTIONS RECEIVABLE:
Employer 66,308 10,100 7,459 19,259 11,145 - 18,345
Employee 34,327 5,433 3,563 10,192 6,059 - 9,080
Total contributions receivable 100,635 15,533 11,022 29,451 17,204 - 27,425
NET ASSETS AVAILABLE FOR
BENEFITS $4,419,265 $608,827 $358,586 $999,965 $ 712,621 $334,330 $1,404,936
See notes to financial statements.
CALIFORNIA ENERGY COMPANY, INC. 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1994
Dreyfus Dreyfus New England
Capital Capital New Dreyfus Guaranteed Califor
Preservation Value Leaders GNMA Investment Loan Energ
Total Fund Fund Fund Fund Fund Fund Stock
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment Income:
Interest $ 122,040 $ 37,995 $ - $ - $ - $ 54,597 $ 28,563 $ 885
Dividend income 159,272 - 12,879 101,219 45,174 - - -
Net (depreciation) in the
fair value of investments (484,700) - (32,260) (103,405) (68,423) - - (280,612)
Net investment income (203,388) 37,995 (19,381) (2,186) (23,249) 54,597 28,563 (279,727)
Contributions:
Employer 479,118 89,731 51,476 130,522 74,664 - - 132,725
Employee 1,185,130 226,002 130,528 321,645 191,937 - - 315,018
Rollovers 1,168,570 16,062 85,388 33,568 27,619 899,763 - 106,170
Total contributions 2,832,818 331,795 267,392 485,735 294,220 899,763 - 553,913
Total additions 2,629,430 369,790 248,011 483,549 270,971 954,360 28,563 274,186
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to
terminated participants (551,497) (58,721) (42,961) 144,267) (69,205)
NET TRANSFERS AMONG FUNDS - (70,514) 21,764 (38,711) (132,711) (223,731) 265,555 178,348
NET INCREASE 2,077,933 240,555 226,814 300,571 69,055 730,629 242,723 267,586
NET ASSETS AVAILABLE FOR BENEFITS,
Beginning of the Year 4,419,265 608,827 358,586 999,965 712,621 - 334,330 1,404,936
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
End of the Year $6,497,198 $849,382 $585,400 $1,300,536 $781,676 $730,629 $577,053 $1,672,522
See notes to financial statements.
CALIFORNIA ENERGY COMPANY, INC. 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND
INFORMATION
YEAR ENDED DECEMBER 31, 1993
Guaranteed Dreyfus Dreyfus
Investment Capital New Dreyfus California
Fund Value Leaders GNMA Loan Energy
Total Trust Fund Fund Fund Fund Stock
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment Income:
Interest $ 28,606 $ 2,445 $ 1,003 $ 4,957 $ 2,892 $ 4,303 $ 3,006
Dividend income 81,061 29,777 6,755 1,797 42,732 - -
Net appreciation in the fair
value of investments 272,121 - 23,865 120,284 9,931 - 118,041
Net investment income 381,788 32,222 31,623 127,038 55,555 14,303 121,047
Contributions:
Employer 385,755 59,861 40,681 110,431 72,087 - 102,695
Employee 901,455 131,193 98,737 263,377 172,510 - 235,638
Rollovers 38,561 - 13,299 18,850 - - 6,412
Total contributions 1,325,771 191,054 152,717 392,658 244,597 - 344,745
Total additions 1,707,559 223,276 184,340 519,696 300,152 14,303 465,792
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Disbursements to terminated
participants (386,092) (87,532) (14,833) (52,302) (80,564) (26,552) (124,309)
NET TRANSFERS AMONG FUNDS - 34,345 (2,178) (646) (162,981) 220,805 (89,345)
NET INCREASE 1,321,467 170,089 167,329 466,748 56,607 208,556 252,138
NET ASSETS AVAILABLE FOR BENEFITS,
Beginning of the Year 3,097,798 438,738 191,257 533,217 656,014 125,774 1,152,798
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
End of the Year $4,419,265 $608,827 $358,586 $999,965 $ 712,621 $334,330 $1,404,936
See notes to financial statements.
CALIFORNIA ENERGY COMPANY, INC. 401(k) SAVINGS PLAN
1. DESCRIPTION OF PLAN
The following description of the California Energy Company, Inc. 401(k)
Savings Plan (the "Plan") provides only general information. Participants
should refer to the Summary Plan Description for a more complete
description of the Plan's provisions.
General - On August 26, 1989, California Energy Company, Inc. (the
"Company") established the Plan with an effective date retroactive to
January 1, 1989. The Plan is a defined contribution plan covering all
active employees of the Company. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Effective January 1, 1994, the assets, amounting to approximately
$900,000, of the Ben Holt Co. Employees 401(k) & Profit Sharing Plan were
merged into the Plan. A portion of such assets are invested in the New
England Guaranteed Investment Fund; however, no new investments are allowed
in the New England Guaranteed Investment Fund.
Trustee - The Dreyfus Trust Company ("Dreyfus") is the Plan Trustee and
executes all investment transactions and recordkeeping. All investment
transactions are determined based on the allocation of investments as
directed by the participants.
Contributions - Participants may make salary deferrals up to a maximum of
the lesser of 15% of the participant's eligible salary or $9,240 and
$8,994 per year in 1994 and 1993, respectively.
The Company matches employee contributions at 100 percent of the first
$1,000 up to a maximum of 10 percent of each participant's eligible
earnings as defined and 30 percent of the amount above $1,000 up to
10 percent of each participant's eligible earnings as defined.
Participant Accounts - Each participant's account is credited with the
participant's contribution and an allocation of (a) the Company's
contribution and (b) Plan earnings (or losses). Allocations are based on
participant earnings on account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided from
the participant's account.
Vesting - Participants are immediately vested in their salary deferral
contributions, the Company's matching contributions and net earnings
thereon.
Payment of Benefits - Upon termination of service, a participant may elect
to receive a lump-sum distribution equal to the fair value of his or her
account or maintain the account with the Plan until retirement. "Pre-'91
Accruals," as defined, may be payable in the form of non-transferable
annuity contracts.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting - The financial statements have been prepared on the
accrual basis of accounting. Investments are stated at fair value. The
Company common stock is valued at the last published sales price at the
end of the Plan year as reported on the New York Stock Exchange. The
Dreyfus funds are valued at the net asset value per share at the end of
the plan year. The Guaranteed Investment Fund Trust (renamed as the
Capital Preservation Fund by Dreyfus as of January 1, 1994) and the
New England Guaranteed Investment Fund assets are valued at contract
value. Participant loans are valued at cost which approximates fair
value.
Administrative Expenses - All costs of Plan administration are paid by
the Company.
Benefits Payable - As of December 31, 1994 and 1993, net assets available
for benefits included benefits of $135 and $8,916, respectively, due to
participants who have withdrawn from participation in the Plan.
Net Appreciation (Depreciation) in the Fair Value of Investments - The
Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments. Such
amounts are based on the beginning of the year fair value, or cost if
purchased during the year.
3. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated July 11, 1990, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code
(IRC). The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's tax counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
Under the provisions of Section 401(k) of the Internal Revenue Code,
contributions to the Plan are not taxable to the participants until
distributed.
4. PLAN TERMINATION
Although it has not expressed any intent to do so the Company has the
right to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event the Plan is
terminated, affected participants will receive all amounts credited to
their accounts.
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500 as of December 31, 1994.
Net assets available for benefits per the
financial statements $6,497,198
Amounts allocated to withdrawing participants 135
Net assets available for benefits per the Form 5500 $6,497,333
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ending December 31,
1994:
Benefits paid to participants per the
financial statements $551,497
Add: Amounts allocated to withdrawing participants at
December 31, 1994 135
Benefits paid to participants per the Form 5500 $551,632
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment
prior to December 31, 1994, but not yet paid as of that date.
6. LOANS TO PARTICIPANTS
Active participants may borrow from their vested account balances subject
to certain limitations. These loans bear interest at the prime rate plus
1% (which is fixed at the inception of the loan) and maturities may not
exceed five years. At December 31, 1994 and 1993, loans outstanding bear
interest rates of 7.0% to 8.75% and 7.0% to 7.5%, respectively.
7. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by the Dreyfus
Trust Company. The Dreyfus Trust Company is the trustee as defined by the
Plan and, therefore, these transactions qualify as party-in-interest.
8. SUBSEQUENT EVENT
The Company has acquired all of the outstanding equity interest in Magma
Power Company in a two-step transaction to be accounted for as a purchase
according to terms of a merger agreement whereby on January 10, 1995, the
Company acquired approximately 51% of the outstanding shares of Magma
Power Company common stock through a cash tender offer and on February
24, 1995 the Company acquired the remaining 49% of Magma Power Company
Common Stock not owned by the Company through a merger.
On April 1, 1995 all of the assets, approximately $7,199,000, of the
Magma Power Company Retirement Savings Plan were merged into the Plan.
CALIFORNIA ENERGY COMPANY, INC. 401(k) SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
Column A Column B Column C Column D Column E
Description of Investment,
Including Collateral, Rate
Identity of Issue, Borrower, of Interest, Maturity Date, Current
Lessor, or Similar Party Par, or Maturity Value Cost Value
LaSalle National Trust Capital Preservation Fund $ 803,968 $ 803,968
* Dreyfus Corporation Capital Value Fund 601,373 569,820
* Dreyfus Corporation New Leaders Fund 1,344,678 1,267,185
* Dreyfus Corporation GNMA Fund 832,576 764,833
* California Energy Common Stock 1,610,507 1,612,188
* Dreyfus Corporation Money Market Fund 47,511 47,511
The New England Guaranteed Investment Contracts 730,629 730,629
Participant Loans Various loans; 7.0% to 8.75% 577,053 577,053
Total investments $6,548,295 $6,373,187
* Party-in-interest.
CALIFORNIA ENERGY COMPANY, INC. 401(k) SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT
IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
Column A Column B Column C Column D Column E Column F Column G
Total Total
Dollar Dollar
Number of Number of Value of Value of Net Gain
Identity of Party Invoked Description of Assets Purchases Sales Purchases Sales (Loss)
* Dreyfus Corporation Money Market Fund 191 60 $ 944,330 $ 939,900 $ -
* California Energy Common Stock 33 14 741,283 155,120 15,025
* Dreyfus Corporation Capital Value Fund 70 34 363,088 108,591 (1,712)
* Dreyfus Corporation New Leader Fund 81 46 789,988 389,912 797
* Dreyfus Corporation GNMA Fund 78 63 450,010 312,162 (19,504)
LaSalle National Trust Capital Preservation Fund 85 45 428,557 217,884 -
* Party-in-Interest.
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EXHIBIT I
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-
52147 on Form S-8 of California Energy Company, Inc. of our report dated June
29, 1995, appearing in this Annual Report on Form 11-K of California Energy
Company, Inc. for the year ended December 31, 1994.
DELOITTE & TOUCHE LLP
June 29, 1995
Omaha, Nebraska
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