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 September 28, 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
On September 28, 1998, the Registrant and MidAmerican Energy
Holdings Company announced that they have each called a special
shareholder meeting to be held on October 30, 1998 in order to seek
approval of their proposed merger. Proxy statements have been
mailed to all shareholders of record as of September 11, 1998, who
are entitled to vote at the special meeting or at any postponement
of adjournment thereof. Shareholders who wish to receive a copy of
the joint proxy statement should contact MacKenzie Partners, the
Registrant's proxy solicitors, toll-free at 1-800-322-2885 or call
collect at (212) 929-5500.
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 September 28, 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: September 29, 1998
EXHIBIT 1
For Immediate Release
CalEnergy and MidAmerican Call Shareholder Meetings to Approve Merger
OMAHA, NEBRASKA and DES MOINES, IOWA, September 28, 1998 ---
CalEnergy Company, Inc. (NYSE: CE) and MidAmerican Energy Holdings
Company (NYSE: MEC) today announced that they have each called a
special shareholder meeting to be held on October 30, 1998 in order
to seek shareholder approval of their proposed merger. Proxy
statements have been mailed to all shareholders of record as of
September 11, 1998, who are entitled to vote at the special meeting
or at any postponement or adjournment thereof. Shareholders who
wish to receive a copy of the joint proxy statement should contact
MacKenzie Partners, our proxy solicitors, toll-free at 1-800-322-
2885 or call collect at (212) 929-5500.
These proxy mailings, together with CalEnergy's closing of
$1.4 billion in debt securities last week, are continued steps to
the completion of the merger of the companies. Completion of the
merger is expected to occur by the end of the first quarter of
1999.
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 based in
Omaha, Nebraska. Information about CalEnergy is available on the
Internet at http://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
http://www.midamerican.com.
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CalEnergy and MidAmerican Energy
September 28, 1998
Page -2-
This press release contains forward-looking statements which
are based on current expectations and involve a number of
uncertainties. Reference is made to all of each company's SEC
filings, including CalEnergy's Report on Form 8-K dated March 6,
1998, incorporated herein by reference, for a description of such
uncertainties.
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
Kate Inverarity, Brunswick (212) 333-3810