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 February 2, 1999
(Date of earliest event reported)
Salton Sea Funding Corporation
(Exact name of registrant as specified in its charter)
Delaware 33-95538 47-0790493
(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 February 2, 1999, CalEnergy announced that Salton Sea
Funding Corporation commenced a consent solicitation relating to
its 6.69% Senior Secured Series A Notes due 2000, 7.37% Senior
Secured Series B Bonds due 2005, 7.84% Senior Secured Series C
Bonds due 2010, 7.02% Senior Secured Series D Notes due 2000, 8.30%
Senior Secured Series E Bonds due 2011, and 7.45% Senior Secured
Series F Bonds due 2018.
A copy of the press release 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 February 2, 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.
Salton Sea Funding Corporation
By: \s\ Douglas L. Anderson
Douglas L. Anderson
Assistant Secretary and
Assistant General Counsel
Dated: February 2, 1999
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
Mark Harnett - MacKenzie Partners, Inc. 212-929-5500
Salton Sea Funding Corporation Commences Consent Solicitation
$48,436,000 6.69% Senior Secured Series A Notes due 2000 (Cusip No. 795770AD8)
$106,980,000 7.37% Senior Secured Series B Bonds due 2005(Cusip No. 795770AE6)
$109,250,000 7.84% Senior Secured Series C Bonds due 2010(Cusip No. 795770AF3)
$12,150,000 7.02% Senior Secured Series D Notes due 2000 (Cusip No. 795770AJ5)
$65,000,000 8.30% Senior Secured Series E Bonds due 2011 (Cusip No. 795770AK2)
$285,000,000 7.475% Senior Secured Series F Bonds due 2018(Cusip No. 795770ALO)
OMAHA, NEBRASKA, February 2, 1999: CalEnergy Company, Inc.
("CalEnergy" or the "Company") (NYSE: CE; PCX and London)
announced today that Salton Sea Funding Corporation (the "Funding
Corp."), a special purpose Delaware corporation and wholly-owned
indirect subsidiary of the Company, commenced a consent
solicitation relating to its 6.69% Senior Secured Series A Notes
due 2000 (the "Series A Notes"), 7.37% Senior Secured Series B
Bonds due 2005 (the "Series B Notes"), 7.84% Senior Secured Series
C Bonds due 2010 (the "Series C Bonds"), 7.02% Senior Secured
Series D Notes due 2000 (the "Series D Notes"), 8.30% Senior
Secured Series E Bonds due 2011 (the "Series E Bonds"), and 7.475%
Senior Secured Series F Bonds due 2018 (the "Series F Bonds") in
the aggregate principal amount currently outstanding of $
626,816,000 (collectively, the "Securities"). The Securities were
issued pursuant to the trust indenture, dated as of July 21, 1995,
as amended (the "Indenture"), among the Funding Corp. and Chase
Manhattan Bank and Trust Company National Association (the
"Trustee"). The Funding Corp. is soliciting consents to certain
amendments to the Indenture (the "Consents") pursuant to a Consent
Solicitation Statement.
As more fully described in the Consent Solicitation Statement,
the proposed amendment will enable CalEnergy, among other things,
to divest that portion of its direct or indirect ownership
interests in those of its subsidiaries (the "Subsidiaries") that
directly or indirectly own its geothermal power generating
facilities located in the Imperial Valley, California
(collectively, the "Qualifying Facilities") such that, following
such divestiture or divestitures, it will own 50% of such
Qualifying Facilities (the "Divestiture"). The Divestiture is
required in order to meet certain regulatory requirements in
connection with CalEnergy's pending acquisition of MidAmerican
Energy Holdings Company. The Indenture currently requires
CalEnergy to directly or indirectly own 51% of the Qualifying
Facilities.
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CalEnergy Company, Inc.
February 2, 1999
Page -2-
The fee to be paid for each consent properly delivered prior
to the expiration of the consent solicitation will be: a cash
payment of (i) $1.50 with respect to the Series A Notes, Series B
Notes and Series D Notes, (ii) $2.00 with respect to the Series C
Bonds and Series E Bonds, and (iii) $2.50 with respect to the
Series F Bonds, in each case per $1,000 in principal amount of the
Securities (the "Consent Payment") in respect of which such Consent
has been delivered and not revoked. The payment of the Consent
Payment is subject to a number of conditions which are set forth in
the Consent Solicitation Statement including the receipt of the
requisite Consents from at least 51% in aggregate principal amount
of the Securities outstanding (the "Requisite Consents").
Revocations of Consents may be made at any time prior to delivery
of the Requisite Consents.
The consent solicitation will be open until 5 p.m., Eastern
Standard Time, on February 12, 1999 unless otherwise amended or
extended. MacKenzie Partners, Inc. is the Information Agent and
IBJ Whitehall Financial Group is the Tabulation Agent in connection
with the Consent Solicitation. Questions regarding the terms of
the consent solicitation, the delivery procedures for the consents
and requests for additional copies of the consent solicitation
statement or related documents may be directed to Jeanne Carr or
Mark Harnett at the Information Agent at (800) 322-2885 or (212)
929-5500 (call collect).
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