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
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(Exact name of registrant as specified in its charter)
Iowa 1-14881 94-2213782
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(State or other jurisdiction (Commission File Number) (IRS Employer
of 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 3.02 Unregistered Sale of Equity Securities.
As previously disclosed by MidAmerican Energy Holdings Company (the
"Company"), on May 23, 2005, the Company entered into a Stock Purchase
Agreement, as amended on March 21, 2006, with Scottish Power plc and its
wholly-owned subsidiary, PacifiCorp Holdings, Inc. ("PHI"), pursuant to which
the Company acquired 100% of the common stock of PHI's direct subsidiary,
PacifiCorp, for a cash purchase price of approximately $5.1 billion (the
"PacifiCorp Acquisition").
In connection with the PacifiCorp Acquisition, pursuant to subscription
agreements dated March 21, 2006, Berkshire Hathaway Inc. ("Berkshire Hathaway"),
which is the Company's majority shareholder, and certain other of the Company's
existing shareholders and related companies invested approximately $5.1 billion,
in the aggregate, 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, and resulted in the issuance of
35,237,931 shares of the Company's common stock. The New Equity Investment was
effected pursuant to a private placement and was exempt from the registration
requirements of the Securities Act of 1933, as amended. In connection with the
New Equity Investment, 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 part of the New Equity Investment at any time prior to June 30, 2006
at the same price at which such stock was issued.
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 23, 2006 MIDAMERICAN ENERGY HOLDINGS COMPANY
By: /s/ Douglas L. Anderson
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Name: Douglas L. Anderson
Title: Senior Vice President