Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported) August 11, 1998
CalEnergy Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-9874 94-2213782
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
302 South 36th Street, Suite 400, Omaha, Nebraska 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.
On August 12, 1998, the Registrant announced that it had entered
into an Agreement and Plan of Merger with MidAmerican Energy
Holdings Company ("MidAmerican"), pursuant to which the
Registrant agreed (i) to pay $27.15 in cash for each outstanding
share of MidAmerican common stock (valuing MidAmerican at
approximately $4 billion, including $1.4 billion of debt and
preferred stock which will remain outstanding at MidAmerican) in
a merger, pursuant to which MidAmerican will become a wholly
owned subsidiary of the Registrant, and (ii) to reincorporate in
the State of Iowa and be renamed MidAmerican Energy Holdings
Company. Closing of the transaction is subject to the approval
of the shareholders of both companies and the obtaining of
certain regulatory approvals. Copies of the Agreement and Plan
of Merger and the Registrant's press release announcing the
Agreement are filed herewith as Exhibits 99.1 and 99.2,
respectively, and are incorporated herein by reference.
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.
(c) Exhibits:
The following exhibits are filed as part of this report:
99.1 Agreement and Plan of Merger, dated as of August
11, 1998, by and among the Registrant, MidAmerican
Energy Holdings Company, Maverick Reincorporation Sub,
Inc. and MAVH Inc.
99.2 Press Release of the Registrant, dated August 12, 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 General Counsel and
Assistant Secretary
Dated: August 12, 1998
Exhibit Index
Exhibit No. Description
99.1 Agreement and Plan of Merger, dated as of August 11,
1998, by and among the Registrant, MidAmerican Energy
Holdings Company, Maverick Reincorporation Sub, Inc.
and MAVH Inc.
99.2 Press Release of the Registrant, dated August 12, 1998.