Securities and Exchange Commission
Washington, DC 20549
Amendment No. 1 to
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CalEnergy Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-2213782
(State of other (IRS Employer
jurisdiction of Identification No.)
incorporation)
302 South 36th Street, Suite 400, Omaha, NE 68131
(Address of principal executive offices) Zip Code
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (b) OF THE
ACT:
Common Stock $0.0675 Par Value
(and attached Preferred Share Purchase Rights)
(Title of each class to be registered)
New York Stock Exchange
(Name of each exchange
on which each class is
to be registered)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
A. Series A Junior Preferred Share Purchase Rights
Reference is made to the registrant's Form 8-A registration
statement dated July 28, 1993 and the documents incorporated
therein by reference ("Form 8-A"). The description contained in
the Form 8-A of the Series A Junior Preferred Stock ("Rights")
and the Rights Agreement between the Registrant and the Rights
Agent dated as of December 1, 1988, as amended ("Rights
Agreement") specifying the terms of the Rights is hereby amended
to reflect the fact that effective November 30, 1998, the Rights
Agreement was amended to extend its term by one year until
November 30, 1999. The amendment to the Rights Agreement is an
exhibit hereto and incorporated herein by reference.
Item 2. 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).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
CALENERGY COMPANY, INC.
Date: December 9, 1998 By: /s/ Steven A. McArthur
Steven A. McArthur
Executive Vice President,
General Counsel and Secretary
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: