-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RKMd5mPkQWOggVQ6/ECb6ffCazMqTG6VfPCFr+MiqtAL7Wfnb5LB1GxzuPVEqanT PqeRxNQ7zTUEgiWhHUfhWA== 0000794323-95-000009.txt : 19950414 0000794323-95-000009.hdr.sgml : 19950414 ACCESSION NUMBER: 0000794323-95-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950407 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KIEWIT PETER SONS INC CENTRAL INDEX KEY: 0000794323 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 470210602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43185 FILM NUMBER: 95527532 BUSINESS ADDRESS: STREET 1: 1000 KIEWIT PLZ CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023422052 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIEWIT PETER SONS INC CENTRAL INDEX KEY: 0000794323 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 470210602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1000 KIEWIT PLZ CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023422052 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) California Energy Company, Inc. (Name of Issuer) Common Stock $0.0675 Par Value (Title of Classes of Securities) 130190-10-1 (CUSIP Number) Kenneth D. Gaskins, Esq. 1000 Kiewit Plaza Omaha, Nebraska 68131 Tel. No.: (402) 342-2052 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) March 15, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d- 1(b)(3) or (4), check the following: [ ] Check the following box if a fee is being paid with this statement: [ ] SCHEDULE 13D CUSIP No. 130190-10-1 Page 2 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kiewit Energy Company 47-0735378 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 19,940,726 NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 19,940,726 WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,940,726 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.5 14 TYPE OF REPORTING PERSON* CO SEC 1746 (4-94) SCHEDULE 13D CUSIP No. 130190-10-1 Page 3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kiewit Energy Group Inc. 47-0784188 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 19,940,726 NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 19,940,726 WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,940,726 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.5 14 TYPE OF REPORTING PERSON* HC, CO SEC 1746 (4-94) SCHEDULE 13D CUSIP No. 130190-10-1 Page 4 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kiewit Diversified Group Inc. 47-0705284 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 19,940,726 NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 19,940,726 WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,940,726 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.5 14 TYPE OF REPORTING PERSON* HC, CO SEC 1746 (4-94) SCHEDULE 13D CUSIP No. 130190-10-1 Page 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter Kiewit Sons', Inc. 47-0210602 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 19,940,726 NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 19,940,726 WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,940,726 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.5 14 TYPE OF REPORTING PERSON* HC, CO SEC 1746 (4-94) This is Amendment No. 11 to the Schedule 13D dated March 25, 1991. In compliance with Rule 13d-2(c), the first mandatory EDGAR filing of an amendment to Schedule 13D required a restatement of prior filings, which occurred with the filing of Amendment No. 7 on April 28, 1994. Subsequent amendments were filed on: No. 8 August 8, 1994 No. 9 September 13, 1994 No. 10 March 9, 1994 Background. As reported in the Background section of Amendment No. 7, Kiewit Energy Company ("KEC") purchased 1,000 shares of the Series C Redeemable Convertible Exchangeable Preferred Stock ("Preferred Stock") of California Energy Company, Inc. ("CECI") for $50 million on November 21, 1991. Dividends on the Preferred Stock have accumulated at an annual rate of 8.125% and have been paid quarterly. Through March 15, 1995, CECI has paid dividends in kind in the form of an additional 297 shares of Preferred Stock (including a dividend of 25 shares paid on March 15, 1995). CECI would have been required to pay dividends after March 15, 1995 in cash. The Preferred Stock was convertible at any time into Common Stock at a price of $18.375 per share (the "Conversion Price"). At any time after December 15, 1994, the Preferred Stock was exchangeable by CECI for its 9.5% Convertible Subordinated Debentures ("Debentures"), which have conversion and redemption terms similar to those of the Preferred Stock. On March 15, 1995, CECI exchanged KEC's Preferred Stock for Debentures with a principal amount of $64,850,000.00. Unlike the Preferred Stock, the Debentures do not carry current voting rights. However, KEC can convert the Debentures into voting Common Stock at any time at an $18.375 per share Conversion Price. Item 1. Security and Issuer No change. Item 2. Identity and Background This Amendment No. 11 is filed on behalf of Kiewit Energy Company ("KEC"), a Delaware corporation, and its parents, Kiewit Energy Group Inc. ("KEG"), Kiewit Diversified Group Inc. ("KDG"), and Peter Kiewit Sons', Inc. ("PKS"), all of which are Delaware corporations. On December 15, 1994, KDG contributed its shares of KEC to KEG, a newly formed intermediate holding company. The names of the executive officers and directors of KEG, their addresses, citizenship and principal occupations are as follows: PRINCIPAL NAME AND OCCUPATION OFFICE HELD BUSINESS ADDRESS CITIZENSHIP OR EMPLOYMENT George Lee Butler 1000 Kiewit Plaza USA President, KEG President and Omaha, NE 68131 Director Sanford M. Goodman 1000 Kiewit Plaza USA Vice Vice President Omaha, NE 68131 President, KEG Steven L. George 1000 Kiewit Plaza USA Vice Vice President Omaha, NE 68131 President, KEG Ann C. McCulloch 1000 Kiewit Plaza USA Vice President Vice President and Omaha, NE 68131 and Treasurer, Director PKS Walter Scott, Jr. 1000 Kiewit Plaza USA Chairman and Director Omaha, NE 68131 President, PKS Richard R. Jaros 1000 Kiewit Plaza USA Executive Vice Director Omaha, NE 68131 President, PKS The remaining portions of Item 2 are substantially unchanged. Item 3. Source and Amount of Funds or Other Consideration. No funds were involved in the reported transaction; no other changes. Item 4. Purpose of Transaction. No change. Item 5. Interest in Securities of the Issuer. (a)(1) KEC now owns 10,622,312 shares of CECI common stock ("Shares"), $64,850,000 of Debentures (which are currently convertible into 3,529,251 Shares), and options ("Options") to acquire 5,789,163 Shares. Based upon recent information from CECI, 48,536,621 Shares are currently issued and outstanding. Accordingly, KEC (i) directly owns 10,622,312 Shares, or 21.9% of the outstanding Shares and (ii) beneficially owns 19,940,726 Shares, or 34.5% of the Shares (i.e. (a) the number of outstanding shares, increased by (b) an assumed conversion of the Debentures and (c) an assumed exercise of all of the Options). (a)(2)--(e) No change. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer No change. Item 7. Material to be Filed as Exhibits No change. Signatures After reasonable inquiry, and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 11 to Schedule 13D is true, complete and correct. KIEWIT ENERGY COMPANY April 6, 1995 By: /s/ Sanford M. Goodman Date Name: Sanford M. Goodman Title: Vice President KIEWIT ENERGY GROUP INC. April 6, 1995 By: /s/ Sanford M. Goodman Date Name: Sanford M. Goodman Title: Vice President KIEWIT DIVERSIFIED GROUP INC. April 6, 1995 By: /s/ Robert E. Julian Date Name: Robert E. Julian Title: Executive Vice President PETER KIEWIT SONS', INC. April 6, 1995 By: /s/ Robert E. Julian Date Name: Robert E. Julian Title: Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----