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) September 14, 1999
MidAmerican Energy Holdings Company
(Exact name of registrant as specified in its charter)
Iowa 1-9874 94-2213782
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) 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) 242-4000
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On August 18, 1999, the Board of Directors of MidAmerican Energy
Holdings Company (the "Registrant") authorized the amendment and restatement of
the Rights Agreement, dated March 12, 1999 (the "Original Rights Agreement"),
between the Registrant and ChaseMellon Shareholder Services, L.L.C., as rights
agent (the "Rights Agent"), resulting in the Amended and Restated Rights
Agreement, dated as of September 14, 1999 (the "Amended Rights Agreement"),
between the Registrant and the Rights Agent. The Amended Rights Agreement was
adopted in the normal course of updating and extending the Original Rights
Agreement which was scheduled to expire on November 30, 1999, and not in
response to any acquisition proposal.
In the Amended Rights Agreement, the Registrant has extended
the expiration date of its rights plan to September 14, 2009, and has amended
the rights plan to reflect currently prevailing shareholder rights plan terms.
These amendments include, without limitation, the following: (a) the threshold
level of beneficial ownership of the Registrant's common stock which triggers
the exercisability of the Rights, the "flip-in" feature of the Rights and the
"flip-over" feature of the Rights has been reduced from 20% to 15%; (b) the
threshold level of beneficial ownership of the Registrant's common stock sought
in a tender offer or exchange offer that triggers the exercisability of the
Rights has been reduced from 30% to 15%; and (c) the exercise price of the
Rights has been increased from $52 to $140.
A copy of the Amended Rights Agreement is attached hereto as Exhibit 2
and is incorporated herein by reference. The foregoing discussion does not
purport to be complete and is qualified in its entirety by reference to such
Exhibit 2.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
The following exhibits are filed as part of this report:
2. Amended and Restated Rights Agreement, dated as of September
14, 1999, between MidAmerican Energy Holdings Company and
ChaseMellon Shareholder Services, L.L.C., as rights agent,
which includes as Exhibit A the form of the Amended and
Restated Articles of Amendment to the Company's Amended and
Restated Articles of Incorporation, as Exhibit B the form of
Rights Certificate and as Exhibit C the Summary of Rights to
Purchase Preferred Stock pursuant to the Rights Agreement.
99. Form of Press Release, dated September 14, 1999.
SIGNATURE
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
By: /s/ Steven A. McArthur
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Name: Steven A. McArthur
Title: Sr. Vice President and
Secretary
Dated as of September 14, 1999
Exhibit Index
Exhibit No. Description
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2. Amended and Restated Rights Agreement, dated as of September
14, 1999, between MidAmerican Energy Holdings Company and
ChaseMellon Shareholder Services, L.L.C., as rights agent,
which includes as Exhibit A the form of the Amended and
Restated Articles of Amendment to the Company's Amended and
Restated Articles of Incorporation, as Exhibit B the form of
Rights Certificate and as Exhibit C the Summary of Rights to
Purchase Preferred Stock pursuant to the Rights Agreement.
99. Form of Press Release, dated September 14, 1999.