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 January 29, 1999
(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 January 29, 1999, the Registrant announced that it has
commenced a cash offer for all of its outstanding 9 7/8% Limited
Recourse Senior Secured Notes due 2003. A copy of the press
release issued by CalEnergy is attached hereto as Exhibit 1 and is
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 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 - Press Release dated January 29, 1999
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: January 29, 1999
EXHIBIT 1
FOR IMMEDIATE RELEASE
Craig Hammett - Senior Vice President, Chief Financial Officer 402-341-4500
Patti McAtee - Director, Corporate Communications 402-341-4500
Kate Inverarity - Brunswick 212-333-3810
CalEnergy Commences Cash Offer For Outstanding
9 7/8% Limited Recourse Senior Secured Notes Due 2003
OMAHA, NE, January 29, 1999: CalEnergy Company, Inc.
("CalEnergy" or the "Company") (NYSE: CE; PCX and London)
announced today that it has commenced a cash offer for all of its
outstanding 9 7/8% Limited Recourse Senior Secured Notes due 2003
(the "Notes") (CUSIP No. 130190AD3).
In conjunction with the offer, CalEnergy is soliciting
consents of registered holders of the Notes to certain proposed
amendments to the Indenture pursuant to which the Notes were issued
to eliminate substantially all of the restrictive covenants and
related events of default. The total consideration for each $1,000
principal amount of the Notes validly tendered and not withdrawn
pursuant to the offer and for which consents to the proposed
amendments are timely given will be the price based on the
redemption price of $1,049.375 on June 30, 2000, the earliest
redemption date for the Notes (the "Earliest Redemption Date"),
that would result from a yield (the "Reference Yield") from the
date and time that the Notes are accepted for payment by CalEnergy
pursuant to the offer (the "Payment Date") to the Earliest
Redemption Date equal to the sum of (i) the yield on the 5 3/8%
U.S. Treasury Note due June 30, 2000 (the "Reference Security"), as
calculated by the dealer managers in accordance with standard
market practice, based on the bid price for such Reference Security
as of 2:00 p.m., New York City time, on the Price Determination
Date - which is the second business day immediately preceding the
Expiration Date of the offer, plus (ii) 50 basis points (such price
being rounded to the nearest cent per $1,000 principal amount of
Notes) (such consideration referred to as the "Total
Consideration"). The Tender Offer Consideration will be the Total
Consideration minus the Consent Payment. The Consent Payment is
equal to $20.00 for each $1,000 principal amount of Notes. In
addition, CalEnergy will pay accrued and unpaid cash interest (at
the current rate under the Indenture) to, but not including the
Payment Date.
The Expiration Date is midnight, New York City time, on
Friday, February 26, 1999, or such later date and time to which the
offer is extended.
Holders of Notes must tender their Notes at or prior to the
Expiration Date in order to receive the Tender Offer Consideration
and must also provide their consents to the proposed amendments to
the Indenture at or prior to the Consent Date (5:00 p.m. February
11, 1999, or any extension) in order to receive the Consent
Payment.
-more-
CalEnergy Company, Inc.
January 29, 1999
Page -2-
The offer and solicitation are subject to a number of
conditions which are set forth in the Offer to Purchase and Consent
Solicitation Statement. Credit Suisse First Boston and Lehman
Brothers are the dealer managers and solicitation agents and
MacKenzie Partners, Inc. is the information agent. Information
concerning the offer, the consent solicitation, the current yield
on the Reference Security and the Tender Offer Consideration of the
Notes will be available from Credit Suisse First Boston at 1-800-
820-1653 or from Lehman Brothers at 1-800-438-3242. Requests for
assistance or additional sets of the offering materials may be
directed to the information agent at 1-800-322-2885 or 1-212-929-
5500 (call collect). Information regarding the offer and the
current solicitation will be available on MCM "Corporate Watch"
Service on Telerate Pages 64166-64167 and Bloomberg Pages MCM 7891-
7892.
This announcement is not an offer to purchase, a solicitation
of an offer to purchase or a solicitation of consents with respect
to the Notes. The offer and consent solicitation are being made
solely by the Offer to Purchase and Consent Solicitation Statement
dated January 29, 1999 and the related Consent and Letter of
Transmittal, as the same may be amended from time to time.
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.
The Company develops and produces energy from diversified fuel
sources including geothermal, natural gas and hydroelectric.
Through its subsidiary Northern Electric, CalEnergy supplies and
distributes electricity and gas to approximately 2.0 million
customers in the United Kingdom. CalEnergy conducts business in
the U.S., U.K., the Philippines, Indonesia, Poland and Australia,
and employs more than 4,400 people worldwide. For the year ended
December 31, 1998, CalEnergy generated revenues of nearly $2.7
billion and at December 31, 1998 had assets of approximately $9.1
billion.
www.calenergy.com
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