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 November 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
Effective November 30, 1998, the registrant, acting pursuant
to authorization of its Board of Directors, amended its existing
Rights Agreement dated as of December 1, 1988, as amended ("Rights
Agreement"), to extend the term of the Rights Agreement by one
year, to November 30, 1999. Pursuant to the Rights Agreement, the
registrant's common stock currently trades with certain attached
preferred stock purchase rights (the "Rights"). The Rights, which
cannot be traded separately from CalEnergy common stock, would
become exercisable upon the occurrence of certain triggering
events, including acquisition by a person or group of beneficial
ownership of 20% or more of the CalEnergy common stock or the
announcement of a tender or exchange offer for 30% or more of the
CalEnergy common stock. The Rights could have the effect of
delaying, deferring or preventing a takeover or change of control
of CalEnergy that has not been approved by the CalEnergy Board. In
connection with the proposed merger of MidAmerican Energy Holdings
Company with a subsidiary of the registrant, it is also expected
that the registrant will reincorporate in the State of Iowa
pursuant to a merger of the registrant with and into a newly-formed
and wholly owned Iowa subsidiary of the registrant. Such Iowa
successor to the registrant is expected to adopt a similar rights
agreement.
Item 7. Financial Statements and Exhibits
1. Amendment No. 2 to the Rights Agreement dated as of
December 1, 1988, as amended, between the Registrant and
ChaseMellon Shareholder Services, L.L.C (as successor Rights Agent
to Manufacturers Hanover Trust Company of California).
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/ Steven A. McArthur
Steven A. McArthur
Executive Vice President and
General Counsel
Dated: December 9, 1998
Exhibit 1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2, dated as of November 30, 1998, to the Rights
Agreement dated as of December 1, 1988, as amended (the "Rights
Agreement"), between CalEnergy Company, Inc. (previously named
California Energy Company, Inc.), a Delaware Corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (successor
to Manufacturers Hanover Trust Company of California), as Rights
Agent (the "Rights Agent").
WHEREAS, the Company and the predecessor Rights Agent entered
into the Rights Agreement specifying the terms of the Rights (as
defined therein);
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement in accordance with Section 27 of the Rights
Agreement;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment,
the parties hereby agree as follows:
1. Section 7 (a) of the Rights Agreement is hereby amended
as follows:
a) The reference to "November 30,1998" in Section 7 (a)
is hereby amended to read "November 30, 1999".
2. The first paragraph of Section 18 of the Rights Agreement
is hereby amended by adding the following sentence to the end of
such paragraph:
"Anything to the contrary notwithstanding, in no event
shall the Rights Agent be liable for special, punitive,
indirect, consequential or incidental loss or damage of
any kind whatsoever (including but not limited to lost
profits), even if the Rights Agent has been advised of
the likelihood of such loss or damage."
3. Each reference in the Rights Agreement to the term
"Agreement" or to the terms "herein," "hereof" or words of like
import referring to the Rights Agreement, shall be deemed to refer
to the Rights Agreement as amended hereby. All terms used but not
defined herein shall have the meanings assigned thereto in the
Rights Agreement.
4. This Amendment shall be effective as of the date hereof
and, except as set forth herein, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected hereby.
5. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed, all as of the day and year first
above written.
CALENERGY COMPANY, INC.
By: ______________________________
Name: Steven A. McArthur
Title: Executive Vice President,
General Counsel and Secretary
CHASEMELLON SHAREHOLDER SERVICES,
L.L.C.
By: ______________________________
Name:
Title: