As filed with the Securities and Exchange Commission on March 19, 1999
Registration No. 333-___
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Exact name of registrant as specified in its charter)
Iowa 94-2213782
- ---- ----------
(State or other (IRS Employer
jurisdiction of incorporation Identification Number)
or organization)
666 Grand Avenue
Des Moines, Iowa 50309
(Address, including Zip code
of principal executive offices)
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MidAmerican Energy Company Retirement Savings Plan
MidAmerican Energy Company 401(k) Plan for Bargaining Employees
MidAmerican Energy Company 1995 Long-Term Incentive Plan
(Full title of the plans)
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John A. Rasmussen, Jr., Esq.
Senior Vice President and General Counsel
MidAmerican Energy Holdings Company
666 Grand Avenue
Des Moines, Iowa 50309
(515) 242-4300
(Name, address and telephone number,
including area code, of agent for service)
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COPY TO:
Peter J. Hanlon, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per share (2) price (2) fee
Common Stock,
no par value 2,547,948 $28.03125 $71,422,167.38 $19,855.36
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(1) This Registration Statement covers 1,500,000 shares authorized under the
MidAmerican Energy Company Retirement Savings Plan (the "401(k) Plan"), 700,000
shares authorized under the MidAmerican Energy Company 401(k) Plan for
Bargaining Employees (the "Union 401(k) Plan") and 347,948 shares authorized
under the MidAmerican Energy Company 1995 Long-Term Incentive Plan (the "LTIP").
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the 401(k)
Plan and the Union 401(k) Plan.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act").
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by MidAmerican Energy Holdings Company, an Iowa corporation
(the "Company") and CalEnergy Company, Inc., a Delaware corporation
("CalEnergy"), the predecessor to the Company, are incorporated herein by
reference:
(a) CalEnergy's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) CalEnergy's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1998, June 30, 1998 and September 30, 1998;
(c) CalEnergy's Current Reports on Form 8-K, dated January 12, 1998,
January 16, 1998, January 29, 1998, March 6, 1998, April 8, 1998, April 17,
1998, August 12, 1998, September 9, 1998, September 15, 1998 (two reports),
September 18, 1998, September 21, 1998, September 23, 1998, September 29, 1998,
October 13, 1998, October 30, 1998, November 10, 1998, November 12, 1998,
November 13, 1998, December 9, 1998, December 15, 1998, December 17, 1998,
January 26, 1999, February 1, 1999, February 23, 1999, February 25, 1999,
February 26, 1999; and March 12, 1999 (two reports); and
(d) The description of Common Stock which is contained in the Company's
Current Report on Form 8-K, dated March 12, 1999.
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All documents filed by or on behalf of the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and made a part hereof from their respective dates of filing (such
documents and the documents enumerated above being hereinafter referred to as
"Incorporated Documents"); provided, however, that the documents enumerated
above or subsequently filed by or on behalf of the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the
offering made by this Registration Statement is in effect prior to the filing
with the Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable (See Item 3(d) above).
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by John A. Rasmussen, Jr. As of the date of this
Registration Statement, John A. Rasmussen, Jr. is the Senior Vice President and
General Counsel of the Company and holds 24,058 options to purchase shares of
Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 850 through 858 of the Iowa Business Corporation Act (the "IBCA")
governs the circumstances under which a corporation organized thereunder, such
as the Company, shall or may indemnify directors and officers against
liabilities for certain of their acts. Sections 851 and 856 of the IBCA grants
each corporation the power to indemnify its directors and officers against
liabilities and expenses incurred by reason of such person serving in the
capacity of director or officer, if such person has acted in good faith and in a
manner reasonably believed by the individual to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe the individual's conduct was unlawful.
Indemnification is not allowed if the director or officer receives an improper
benefit from such person's actions. Article X of the Company's Amended and
Restated Articles of Incorporation and Article III of the Company's Amended and
Restated Bylaws further provides that this indemnification right is a contract
right and that the indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding. The foregoing
indemnity provisions notwithstanding, in the case of actions brought by or in
the right of the corporation, no indemnification shall be made to such director
or officer with respect to any matter as to which such individual has been
adjudged to be liable to the corporation unless, and only to the extent that, a
court determines that indemnification is proper under the circumstances.
The foregoing statements are subject to the detailed provisions of Sections
850 through 858 of the IBCA, Article X of the Company's Amended and Restated
Articles of Incorporation and Article III of the Company's Amended and Restated
Bylaws.
Article X of the Company's Amended and Restated Articles of Incorporation
and Article III of the Company's Amended and Restated Bylaws provide that the
Company may maintain a directors' and officers' liability insurance policy to
insure against losses arising from claims made against its directors and
officers,
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subject to the limitations and conditions as may be set forth in the policies.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify such
person against the expenses which such officer or director actually and
reasonably incurred.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
Exhibit No.
4.1 Specimen certificate for shares of the Common Stock.
4.2 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Annex VI to CalEnergy's Joint Proxy Statement,
dated September 25, 1998).
4.3 Amended and Restated By-Laws of the Company.
5 Opinion of John A. Rasmussen, Jr. as to the validity of the shares of
Common Stock being registered pursuant to the LTIP, the 401(k) Plan and the
Union 401(k) Plan.
15 Letter of Deloitte & Touche LLP, regarding unaudited financial
information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of John A. Rasmussen, Jr. (contained in Exhibit 5).
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (a)(i) and (a)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15 (d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15 (d) of the Exchange Act
and each filing of a plan's annual report pursuant to Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provision, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
4. The undersigned registrant has submitted the 401(k) Plan and the Union
401(k) Plan to the Internal Revenue Services (the "IRS") in a timely manner and
it hereby undertakes that it will make all changes required by the IRS in order
to qualify the 401(k) Plan and the Union 401(k) Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Des Moines, State of Iowa, on the 18th day of March, 1999.
MIDAMERICAN ENERGY HOLDINGS COMPANY
By: /s/ David L. Sokol
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David L. Sokol
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ David L. Sokol
- ---------------------- Chairman of the Board and March 11, 1999
David L. Sokol Chief Executive Officer
(Principal Executive Officer)
/s/ Craig M. Hammett
- ---------------------- Vice President and Treasurer March 11, 1999
Craig M. Hammett (Principal Accounting Officer
and Principal Financial Officer)
/s/ Steven A. McArthur
- ---------------------- Vice President, Secretary March 11, 1999
Steven A. McArthur and Director
Pursuant to the requirements of the Securities Act, the administrator of the
401(k) Plan and Union 401(k) Plan has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Des Moines, State of Iowa on March 19, 1999.
MidAmerican Energy Company
Retirement Savings Plan and
MidAmerican Energy Company
401(k) Plan for Bargaining
Employees
By: /s/ Alan L. Wells
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Alan L. Wells
Chief Financial Officer
MidAmerican Energy Holdings Company
By: /s/ David L. Sokol
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David L. Sokol
Chairman of the Board and
Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No.
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4.1 Specimen certificate for shares of the Common Stock.
4.3 Amended and Restated By-Laws of the Company.
5 Opinion of John A. Rasmussen, Jr. as to the validity of the
securities being registered pursuant to the LTIP, the 401(k)
Plan and the Union 401(k) Plan.
15 Letter of Deloitte & Touche LLP, regarding unaudited financial
information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of John A. Rasmussen, Jr. (contained in Exhibit 5).
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