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
September 19, 2008 (September 18, 2008)
Date of Report (Date of earliest event reported)
Exact name of registrant as
Commission specified in its charter; State or other IRS Employer
File Number jurisdiction of incorporation or organization Identification No.
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001-14881 MIDAMERICAN ENERGY HOLDINGS COMPANY 94-2213782
(An Iowa Corporation)
666 Grand Avenue, Suite 500
Des Moines, Iowa 50309-2580
515-242-4300
N/A
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(Former name, former address and former fiscal year,
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 8.01. Other Events
On September 18, 2008, MidAmerican Energy Holdings Company ("MidAmerican") and
Constellation Energy Group, Inc. ("Constellation Energy") issued a joint press
release announcing that the companies have reached a tentative agreement in
which MidAmerican will acquire Constellation Energy. MidAmerican intends to fund
the purchase of Constellation Energy by issuing common equity and trust
preferred securities to Berkshire Hathaway Inc. A copy of the joint press
release is attached as Exhibit 99.1 to this report and is incorporated herein by
reference. A copy of the non-binding letter agreement relating to the
acquisition is attached as Exhibit 99.2 to this report and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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99.1 Joint Press Release, dated September 18, 2008.
99.2 Non-binding Letter Agreement dated September 17, 2008.
Forward-Looking Statements
This report contains statements that do not directly or exclusively relate to
historical facts. These statements are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, including, but
not limited to, statements relating to the proposed transaction between
MidAmerican and Constellation Energy and the expected timing and completion of
the transaction. You can typically identify forward-looking statements by the
use of forward-looking words, such as "may," "could," "project," "believe,"
"anticipate," "expect," "estimate," "continue," "intend," "potential," "plan,"
"forecast," and similar terms. These statements are based upon MidAmerican's
current intentions, assumptions, expectations and beliefs and are subject to
risks, uncertainties and other important factors. Many of these factors are
outside MidAmerican's control and could cause actual results to differ
materially from those expressed or implied by MidAmerican's forward-looking
statements. These factors include, among others:
o the ability to obtain governmental approvals of the transaction or to
satisfy other conditions to the transaction on the terms and expected
timeframe or at all;
o general economic, political and business conditions in the
jurisdictions in which MidAmerican's facilities are located;
o changes in governmental, legislative or regulatory requirements
affecting MidAmerican or the electric or gas utility, pipeline or
power generation industries;
o changes in, and compliance with, environmental laws, regulations,
decisions and policies that could increase operating and capital
improvement costs, reduce plant output and/or delay plant
construction;
o the outcome of general rate cases and other proceedings conducted by
regulatory commissions or other governmental and legal bodies;
o changes in economic, industry or weather conditions, as well as
demographic trends, that could affect customer growth and usage or
supply of electricity and gas or MidAmerican's ability to obtain
long-term contracts with customers;
o changes in prices and availability for both purchases and sales of
wholesale electricity, coal, natural gas, other fuel sources and fuel
transportation that could have a significant impact on generation
capacity and energy costs;
o the financial condition and creditworthiness of MidAmerican's
significant customers and suppliers;
o changes in business strategy or development plans;
o availability, terms and deployment of capital;
o performance of MidAmerican's generation facilities, including
unscheduled outages or repairs;
o risks relating to nuclear generation;
o the impact of derivative instruments used to mitigate or manage volume
and price risk and interest rate risk and changes in the commodity
prices, interest rates and other conditions that affect the value of
the derivatives;
o the impact of increases in healthcare costs, changes in interest
rates, mortality, morbidity and investment performance on pension and
other postretirement benefits expense, as well as the impact of
changes in legislation on funding requirements;
o changes in MidAmerican's and its subsidiaries' credit ratings;
o unanticipated construction delays, changes in costs, receipt of
required permits and authorizations, ability to fund capital projects
and other factors that could affect future generation plants and
infrastructure additions;
o the impact of new accounting pronouncements or changes in current
accounting estimates and assumptions on financial results;
o MidAmerican's ability to successfully integrate future acquired
operations into its business;
o other risks or unforeseen events, including litigation and wars, the
effects of terrorism, embargos and other catastrophic events; and
o other business or investment considerations that may be disclosed from
time to time in MidAmerican's filings with the United States
Securities and Exchange Commission or in other publicly disseminated
written documents.
MidAmerican undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. The foregoing review of factors should not be construed as
exclusive.
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.
MIDAMERICAN ENERGY HOLDINGS COMPANY
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(Registrant)
Date: September 18, 2008
/s/ Douglas L. Anderson
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Douglas L. Anderson
Senior Vice President
and General Counsel
EXHIBIT INDEX
Exhibit No. Description
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99.1 Joint Press Release, dated September 18, 2008.
99.2 Non-binding Letter Agreement dated September 17, 2008.