As filed with the Securities and Exchange Commission on May 11, 1999
Registration No. 333-62697
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MIDAMERICAN ENERGY HOLDINGS COMPANY
(Exact Name of Registrant as Specified in its Charter)
Iowa 94-2213782
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
CALENERGY CAPITAL TRUST IV
(Exact Name of Registrant as Specified in its Charter)
Delaware 47-6215084
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
CALENERGY CAPITAL TRUST V
(Exact Name of Registrant as Specified in its Charter)
Delaware 47-6215085
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
CALENERGY CAPITAL TRUST VI
(Exact Name of Registrant as Specified in its Charter)
Delaware [Application Pending]
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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666 Grand Avenue
P.O. Box 657
Des Moines, IA 50303-0657
(515) 242-4000
(Address, including ZIP code, and telephone number, including area code,
of the Registrants' principal executive offices)
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John A. Rasmussen, Jr., Esq.
Senior Vice President and General Counsel
666 Grand Avenue
P.O. Box 657
Des Moines, IA 50303-0657
(515) 242-4000
(Name, address, including ZIP code, 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, New York 10019
(212) 728-8000
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Approximate date of the commencement of proposed sale to the public: from
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form S-3
(Registration File No. 333-62697) (the "Registration Statement") is being filed
pursuant to Rule 414 under the Securities Act of 1933, as amended (the
"Securities Act"), by MidAmerican Energy Holdings Company, an Iowa corporation
("MidAmerican"), which is the successor to CalEnergy Company, Inc., a Delaware
corporation ("CalEnergy"), following a statutory merger (the "Merger") effective
on March 12, 1999 for the purpose of changing CalEnergy's state of
incorporation. Prior to the Merger, MidAmerican had no assets or liabilities
other than nominal assets or liabilities. In connection with the Merger,
MidAmerican succeeded by operation of law to all of the assets and liabilities
of CalEnergy. Also, on March 12, 1999, after consummation of the Merger,
MidAmerican filed Articles of Amendment changing its name to MidAmerican Energy
Holdings Company.
As a result of the Merger, MidAmerican succeeded to CalEnergy's obligations
under the Indenture, dated as of October 15, 1997, between CalEnergy and IBJ
Whitehall Bank & Trust Company, as Trustee (the "Trustee"), as amended and
supplemented (the "Indenture"). As required by the Indenture, on March 12, 1999,
MidAmerican entered into a Fourth Supplemental Indenture dated March 12, 1999
with the Trustee, pursuant to which MidAmerican expressly assumed CalEnergy's
obligations under the Indenture.
The Merger was approved by the shareholders of CalEnergy at a Special
Meeting of Shareholders held on October 30, 1998 for which proxies were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
In accordance with paragraph (d) of Rule 414 of the Securities Act, except
as modified by this Post-Effective Amendment No. 1, MidAmerican expressly adopts
the Registration Statement as its own registration statement for all purposes of
the Securities Act and the Exchange Act.
Part II
Item 15 Indemnification of Directors and Officers.
MidAmerican. Sections 850 through 858 of the Iowa Business Corporation Act
(the "IBCA") governs the circumstances under which a corporation organized
thereunder, such as MidAmerican, 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 MidAmerican's Amended and
Restated Articles of Incorporation and Article III of MidAmerican'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.
Article X of MidAmerican's Amended and Restated Articles of Incorporation
and Article III of MidAmerican's Amended and Restated Bylaws provide that
MidAmerican may maintain a directors' and officers' liability insurance policy
to insure against losses arising from claims made against its directors and
officers, 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.
The Trusts. The Declaration of Trust (the "Declaration") for each of
CalEnergy Capital Trust IV, CalEnergy Capital Trust V and CalEnergy Capital
Trust VI (collectively, the "Trusts") provides that no Trustee, affiliate of any
Trustee, or any officers, directors, shareholders, members, partners, employees,
representatives or agent of the relevant Trust, or any employee or agent of the
Trust or its affiliates (each an "Indemnified Person") shall be liable,
responsible or accountable in damages or otherwise to a Trust or any employee or
agent of the trust or its affiliates for any loss, damage or claim incurred by
reason of any act or omission performed or omitted by the such Indemnified
Person in good faith on behalf of a Trust and in a manner such Indemnified
Person reasonably believed to be within the scope of the authority conferred on
such Indemnified Person by the Declaration or by law, except that an Indemnified
Person shall be liable for any such loss, damage or claim incurred by reason of
such Indemnified Person's gross negligence (or, in the case of the Trustee,
negligence) or
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willful misconduct with respect to such act or omissions. The Declaration also
provides that to the fullest extent permitted by applicable law, MidAmerican
shall indemnify and hold harmless each Indemnified Person from and against any
loss, damage or claim incurred by such Indemnified Person by reason of any act
or omission performed or omitted by such Indemnified Person in good faith on
behalf of a Trust and in a manner such Indemnified Person reasonably believed to
be within the scope of authority conferred on such Indemnified Person by the
Declaration, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Indemnified
Person by reason of gross negligence (or, in the case of the Trustee,
negligence) or willful misconduct with respect to such acts or omissions. The
Declaration further provides that, to the fullest extent permitted by applicable
law, expenses (including legal fees) incurred by an Indemnified Person in
defending any claim, demand, action, suit or proceeding shall, from time to
time, be advanced by MidAmerican prior to the final disposition of such claim,
demand, action, suit or proceeding upon receipt by or an undertaking by or on
behalf of the Indemnified Person to repay such amount if it shall be determined
that the Indemnified Person is not entitled to be indemnified for the underlying
cause of action as authorized by the Declaration. The directors and officers of
MidAmerican and the Trustees are covered by insurance policies indemnifying them
against certain liabilities, including certain liabilities arising under the
Securities Act of 1933, as amended, which might be incurred by them in such
capacities and against which they cannot be indemnified by MidAmerican or a
Trust.
Item 16 Exhibits.
The following exhibits are filed as part of the Registration Statement
hereby amended*:
Exhibit No. Description of Exhibit
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2.1 Agreement and Plan of Merger, dated as of August 11, 1998,
among CalEnergy Company, Inc., Maverick Reincorporation Sub,
Inc., MidAmerican Energy Holdings Company and MAVH Inc.,
(incorporated by reference from Annex I to the Joint Proxy
Statement dated September 25, 1998 of CalEnergy).
2.2 Agreement and Plan of Merger, dated as of March 12, 1999,
between CalEnergy, Inc. and Maverick Reincorporation Sub,
Inc. (incorporated by reference from MidAmerican's Current
Report on Form 8-K, dated March 12, 1999).
3.1 Amended and Restated Articles of Incorporation of MidAmerican
(incorporated by reference from Annex VI to the Joint Proxy
Statement dated September 25, 1998 of CalEnergy).
3.2 Articles of Merger of Maverick Reincorporation Sub, Inc. and
CalEnergy Company, Inc. effective as of March 12, 1999
(incorporated by reference from Amendment No. 1 to
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MidAmerican's Annual Report on Form 10-K/A for the year ended
December 31, 1998).
3.3 Articles of Amendment to the Amended and Restated Articles of
Incorporation of Maverick Reincorporation Sub, Inc.,
effective as of March 12, 1999 (name change to MidAmerican
Energy Holdings Company) (incorporated by reference from
Amendment No. 1 to MidAmerican's Annual Report on Form 10-K/A
for the year ended December 31, 1998).
3.4 Articles of Amendment to the Amended and Restated Articles of
Incorporation of MidAmerican, dated as of March 12, 1999
(preferred stock rights) (incorporated by reference from
Amendment No. 1 to MidAmerican's Annual Report on Form 10-K/A
for the year ended December 31, 1998).
3.5 Amended and Restated By-Laws (incorporated by reference to
Exhibit 4.3 of MidAmerican's Form S-8, dated March 19, 1999,
Registration No. 333-74691).
4.1 Fourth Supplemental Indenture dated March 12, 1999 between
Registrant and IBJ Whitehall Bank & Trust Company, as
Trustee.
5.1 Opinion of John A. Rasmussen, Jr.
5.2 Opinion of Willkie Farr & Gallagher.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of John A. Rasmussen, Jr. (included in Exhibit 5.1).
23.3 Consent of Willkie Farr & Gallagher (included in Exhibit
5.2).
24.1 Power of Attorney
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* All other exhibits were previously filed as exhibits to, and are listed in,
the Registration Statement on Form S-3 to which this is Post-Effective
Amendment No. 1.
Item 17 Undertakings.
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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(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)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the SEC by such registrants pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) 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 that time shall be deemed to be the
initial bona fide offering thereof.
(3) 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.
(b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrants pursuant to the provisions described in Item 15 or otherwise, the
Registrants have been advised that in the opinion of the SEC, 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 Registrants of expenses
incurred or paid by a director, officer, or controlling person of the
Registrants 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 Registrants will, unless in the opinion of
their 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.
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(d) The undersigned Registrants hereby undertake that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule
430A and contained in a form of prospectus filed by the Registrants
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this Registration Statement as of the
time it was declared effective; and
(2) For purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
(e) The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust
Indenture Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Des Moines, Iowa on May 11, 1999.
MIDAMERICAN ENERGY HOLDINGS COMPANY
By: /s/ David L. Sokol
----------------------
Name: David L. Sokol
Title: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective No. 1 to the 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, May 11, 1999
- ------------------ Chief Executive Officer
David L. Sokol and Director
(Principal Executive Officer)
/s/ Patrick J. Goodman Senior Vice President and May 11, 1999
- ----------------------- Chief Financial Officer
Patrick J. Goodman (Principal Financial Officer and
Principal Accounting Officer)
* Director May 11, 1999
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Edgar D. Aronson
* Director May 11, 1999
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Judith E. Ayres
* Director May 11, 1999
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Terry E. Branstad
* Director May 11, 1999
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Stanley J. Bright
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* Director May 11, 1999
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Jack W. Eugster
* Director May 11, 1999
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Richard R. Jaros
Director May __, 1999
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David R. Morris
* Director May 11, 1999
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Robert L. Peterson
* Director May 11, 1999
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Bernard W. Reznicek
* Director May 11, 1999
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John R. Shiner
* Director May 11, 1999
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Walter Scott, Jr.
* Director May 11, 1999
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John R. Shiner
* Director May 11, 1999
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Neville G. Trotter
* Director May 11, 1999
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David E. Wit
*By: /s/ Steven A. McArthur
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Steven A. McArthur
Attorney-in-Fact
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SIGNATURES
Pursuant to the requirements of the Securities Act the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Des Moines, Iowa on May 11, 1999.
CALENERGY CAPITAL TRUST IV
By: /s/ David L. Sokol
-----------------------
Name: David L. Sokol
Title: Trustee
By: /s/ Gregory A. Abel
------------------------
Name: Gregory A. Abel
Title: Trustee
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SIGNATURES
Pursuant to the requirements of the Securities Act the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Des Moines, Iowa on May 11, 1999.
CALENERGY CAPITAL TRUST V
By: /s/ David L. Sokol
-----------------------
Name: David L. Sokol
Title: Trustee
By: /s/ Gregory A. Abel
------------------------
Name: Gregory A. Abel
Title: Trustee
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SIGNATURES
Pursuant to the requirements of the Securities Act the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Des Moines, Iowa on May 11, 1999.
CALENERGY CAPITAL TRUST VI
By: /s/ David L. Sokol
-----------------------
Name: David L. Sokol
Title: Trustee
By: /s/ Gregory A. Abel
------------------------
Name: Gregory A. Abel
Title: Trustee
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Exhibit Index*
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Exhibit No. Description of Exhibit
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2.1 Agreement and Plan of Merger, dated as of August 11, 1998,
among CalEnergy Company, Inc., Maverick Reincorporation Sub,
Inc., MidAmerican Energy Holdings Company and MAVH Inc.,
(incorporated by reference from Annex I to the Joint Proxy
Statement dated September 25, 1998 of CalEnergy).
2.2 Agreement and Plan of Merger, dated as of March 12, 1999,
between CalEnergy, Inc. and Maverick Reincorporation Sub,
Inc. (incorporated by reference from the Registrant's Current
Report on Form 8-K, dated March 12, 1999).
3.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference from Annex VI to the
Joint Proxy Statement dated September 25, 1998 of CalEnergy).
3.2 Articles of Merger of Maverick Reincorporation Sub, Inc. and
CalEnergy Company, Inc. effective as of March 12, 1999
(incorporated by reference from Amendment No. 1 to the
Registrant's Annual Report on Form 10-K/A for the year ended
December 31, 1998).
3.3 Articles of Amendment to the Amended and Restated Articles of
Incorporation of Maverick Reincorporation Sub, Inc.,
effective as of March 12, 1999 (name change to MidAmerican
Energy Holdings Company) (incorporated by reference from
Amendment No. 1 to the Registrant's Annual Report on Form
10-K/A for the year ended December 31, 1998).
3.4 Articles of Amendment to the Amended and Restated Articles of
Incorporation of the Registrant, dated as of March 12, 1999
(preferred stock rights) (incorporated by reference from
Amendment No. 1 to the Registrant's Annual Report on Form
10-K/A for the year ended December 31, 1998).
3.5 Amended and Restated By-Laws (incorporated by reference to
Exhibit 4.3 of the Registrant's Form S-8, dated March 19,
1999, Registration No. 333-74691).
4.1 Fourth Supplemental Indenture dated March 12, 1999 between
Registrant and IBJ Whitehall Bank & Trust Company, as
Trustee.
5.1 Opinion of John A. Rasmussen, Jr.
5.2 Opinion of Willkie Farr & Gallagher.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of John A. Rasmussen, Jr. (included in Exhibit 5.1).
23.3 Consent of Willkie Farr & Gallagher (included in Exhibit
5.2).
24.1 Power of Attorney.
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* All other exhibits were previously filed as exhibits to, and are listed in,
the Registration Statement on Form S-3 to which this is Post-Effective Amendment
No. 1.