UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 21, 2006
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Exact name of registrant as specified in its charter)
Iowa 1-14881 94-2213782
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
666 Grand Avenue, Des Moines, Iowa 50309
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (515) 242-4300
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N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed by MidAmerican Energy Holdings Company (the
"Company"), on May 23, 2005, the Company entered into a Stock Purchase Agreement
(the "Stock Purchase Agreement") with Scottish Power plc ("Scottish Power") and
its wholly-owned subsidiary, PacifiCorp Holdings, Inc. ("PHI"), pursuant to
which the Company agreed to acquire 100% of the common stock of PHI's direct
subsidiary, PacifiCorp, for a cash purchase price of approximately $5.1 billion
(the "PacifiCorp Acquisition"). The Company previously filed a copy of the Stock
Purchase Agreement as an exhibit to its Form 8-K, dated May 24, 2005.
On March 17, 2006, the Company disclosed that it expected at such time to
enter into an amendment to the Stock Purchase Agreement. On May 21, 2006, the
Company, Scottish Power and PHI entered into an amendment (the "SPA Amendment")
to the Stock Purchase Agreement, pursuant to which, among other things, Scottish
Power and PHI agreed to reduce the dividends that they are contractually
permitted to receive from PacifiCorp during the three month period ended March
31, 2006 by approximately $33 million, and the Company agreed to, among other
things, limit the representations, warranties, covenants and indemnities of
PacifiCorp and PHI that will survive the closing of the PacifiCorp Acquisition
to those relating to PacifiCorp's common stock, PHI's authority relative to the
Stock Purchase Agreement, environmental matters, taxes and certain employee
benefit matters. The SPA Amendment became effective upon the consummation of the
PacifiCorp Acquisition on March 21, 2006.
The foregoing discussion of the SPA Amendment is qualified in its entirety
by reference to the SPA Amendment, a copy of which is filed herewith as Exhibit
10.1 and is incorporated into this Item 1.01 by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The discussion in Item 1.01 of this Form 8-K is incorporated into this Item
2.01 by reference.
On March 21, 2006, pursuant to the Stock Purchase Agreement, as amended by
the SPA Amendment, the Company, through its wholly-owned subsidiary, PPW
Holdings LLC (as successor-in-interest to the Company), purchased from PHI all
of the outstanding common stock of PacifiCorp for a cash purchase price of
approximately $5.1 billion. The indebtedness and preferred stock of PacifiCorp,
which aggregated approximately $4.3 billion at December 31, 2005, remain
outstanding. PacifiCorp is a regulated electric utility company serving
approximately 1.6 million customers in six Western states.
As previously disclosed by the Company, in connection with the PacifiCorp
Acquisition, Berkshire Hathaway Inc. ("Berkshire Hathaway"), the Company's
majority shareholder, invested approximately $5.07 billion and certain other of
the Company's existing shareholders and related companies invested approximately
$35.5 million in the Company's common stock in order to provide equity funding
for that acquisition (the "New Equity Investment"). The New Equity Investment
was consummated immediately prior to the consummation of the PacifiCorp
Acquisition on March 21, 2006. Berkshire Hathaway has granted the Company the
right to repurchase up to $1.7 billion of the Company's common stock issued to
Berkshire Hathaway as
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part of the New Equity Investment at any time prior to June 30, 2006 at the same
price at which such stock was issued.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The financial statements required by paragraph (a) of Item 9.01
of Form 8-K are not included herein and, pursuant to paragraph
(a)(4) of such Item 9.01, such financial statements will be filed
by the Company not later June 6, 2006 by amendment to this Form
8-K.
(b) Pro forma financial information.
The pro forma financial information required by paragraph (b) of
Item 9.01 of Form 8-K is not included herein and, pursuant to
paragraph (b)(2) of such Item 9.01, such pro forma financial
information will be filed by the Company not later than June 6,
2006 by amendment to this Form 8-K.
(d) Exhibits
Exhibit
Number Description
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10.1 Amendment No. 1 to Stock Purchase
Agreement, dated as of March 21, 2006,
by and among Scottish Power plc,
PacifiCorp Holdings, Inc. and PPW
Holdings LLC (as successor-in-interest
to the Company)
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SIGNATURES
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.
Date: March 21, 2006 MIDAMERICAN ENERGY HOLDINGS COMPANY
By: /s/ Douglas L. Anderson
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Name: Douglas L. Anderson
Title: Senior Vice President
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EXHIBIT INDEX
Exhibit
Number Description
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10.1 Amendment No. 1 to Stock Purchase
Agreement, dated as of March 21, 2006,
by and among Scottish Power plc,
PacifiCorp Holdings, Inc. and PPW
Holdings LLC (as successor-in-interest
to the Company)
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