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 December 16, 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 December 16, 1998, the Registrant and MidAmerican Energy
Holdings Company announced that the Federal Energy Regulatory
Commission ("FERC") has issued an order approving the planned
merger between the two companies. At the same time, FERC also
issued an order which has the effect of requiring 50% divestiture
of a number of CalEnergy's various qualifying facilities ("QFs")
prior to consummating the merger. Separately, the companies
announced that MidAmerican Energy Holdings Company board of
directors has approved an extension of the company's share
repurchase program through the closing date of this transaction and
that the dollar value for the program has increased from $200
million to $300 million.
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 December 16, 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: December 16, 1998
EXHIBIT 1
FOR IMMEDIATE RELEASE
CalEnergy and MidAmerican Merger Approved by the Federal Energy
Regulatory Commission
OMAHA, NEBRASKA and DES MOINES, IOWA, December 16, 1998 ---
CalEnergy Company, Inc. (NYSE: CE; PCX and London) and MidAmerican
Energy Holdings Company (NYSE: MEC) today announced that the
Federal Energy Regulatory Commission ("FERC") has issued an order
approving the planned merger between the two companies. At the
same time, FERC also issued an order which has the effect of
requiring 50% divestiture of a number of CalEnergy's various
qualifying facilities ("QFs") prior to consummating the merger.
"We are pleased with the decision by FERC to promptly approve
CalEnergy's merger with MidAmerican. While the FERC ruling on QF
divestiture was more expansive than expected, we will make every
effort to close the transaction by the end of the first quarter,"
said David L. Sokol, Chairman and Chief Executive Officer of
CalEnergy.
During October 1998, in excess of 90 percent of both
companies' shareholders approved the merger. The companies have
also obtained clearance from the Department of Justice under the
Hart-Scott-Rodino Act of 1976. The parties now anticipate that
remaining regulatory approvals will be obtained in the first
quarter of 1999.
Separately, the companies announced that the MidAmerican
Energy Holdings Company board of directors has approved an
extension of the company's share repurchase program through the
closing date of this transaction. It also announced that the
dollar value for the program has increased from $200 million to
$300 million.
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 2.2 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
4,300 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.
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 CalEnergy Company,Inc.
Kevin Waetke, Manager, Media Relations, Craig Hammett, Senior Vice President
(515) 281-2785 & CFO, (402) 341-4500
Ron Giaier, Treasurer, (515) 242-4303 Patti McAtee,Director, Corp.
Communications, (402) 341-4500
Kate Inverarity, Brunswick,
(212) 333-3810
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