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
October 2, 2008 (October 1, 2008)
---------------------------------
Date of Report (Date of earliest event reported)
Commission Exact name of registrant as specified IRS
File Number in its charter; State or other Employer
jurisdiction of incorporation Identification
or organization 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
- --------------------------------------------------------------------------------
(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 October 2, 2008, MidAmerican Energy Holdings Company ("MidAmerican") and
Constellation Energy Group, Inc. ("Constellation Energy") issued a joint press
release announcing that the companies have entered into a letter agreement (the
"Letter Agreement"), dated October 1, 2008, whereby MidAmerican waived its right
to terminate that certain Agreement and Plan of Merger (the "Merger Agreement"),
by and among Constellation Energy, MidAmerican and MEHC Merger Sub Inc. ("Merger
Sub"), pursuant to Section 9.1(h) thereof. 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 Letter Agreement 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
- ----------- -----------
99.1 Joint Press Release of MidAmerican Energy Holding Company
and Constellation Energy Group, Inc., dated October 2,
2008.
99.2 Letter Agreement, dated October 1, 2008.
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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;
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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.
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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.
MIDAMERICAN ENERGY HOLDINGS COMPANY
-----------------------------------
(Registrant)
Date: October 2, 2008
/s/ Douglas L. Anderson
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Douglas L. Anderson
Senior Vice President
and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Joint Press Release of MidAmerican Energy Holding Company
and Constellation Energy Group, Inc., dated October 2, 2008.
99.2 Letter Agreement, dated October 1, 2008.
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