EXHIBIT 99.2
LETTER TO REGISTERED HOLDERS AND DTC PARTICIPANTS
REGARDING THE OFFER TO EXCHANGE
(1) 5.85% SENIOR SECURED EXCHANGE NOTES DUE 2001 FOR ANY AND ALL
OUTSTANDING 5.85% SENIOR SECURED NOTES DUE 2001, (2) 6.339% SENIOR
SECURED EXCHANGE NOTES DUE 2009 FOR ANY AND ALL
OUTSTANDING 6.339% SENIOR SECURED NOTES DUE 2009 AND (3) 6.927%
SENIOR SECURED EXCHANGE BONDS DUE 2029 FOR ANY AND ALL
OUTSTANDING 6.927% SENIOR SECURED BONDS DUE 2029
OF
MIDAMERICAN FUNDING, LLC
TO REGISTERED HOLDERS AND THE DEPOSITORY TRUST COMPANY PARTICIPANTS:
We are enclosing herewith the materials listed below relating to the
offer by MidAmerican Funding, LLC ("MidAmerican Funding") to exchange $1000
principal amount of its 5.85% Senior Secured Exchange Notes due 2001 (the "2001
Exchange Securities"), $1000 principal amount of its 6.339% Senior Secured
Exchange Notes due 2009 (the "2009 Exchange Securities") and $1000 principal
amount of its 6.927% Senior Secured Exchange Bonds due 2029 (the "2029 Exchange
Securities" and, collectively with the 2001 Exchange Securities and the 2009
Exchange Securities, the "Exchange Securities"), pursuant to an offering
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for, in the case of the 2001 Exchange Securities, each $1000 principal amount of
its outstanding 5.85% Senior Secured Notes due 2001 (the "2001 Initial
Securities"), in the case of the 2009 Exchange Securities, each $1000 principal
amount of its outstanding 6.339% Senior Secured Notes due 2009 (the "2009
Initial Securities"), and, in the case of the 2029 Exchange Securities, each
$1000 principal amount of its outstanding 6.927% Senior Secured Bonds due 2029
(the "2029 Initial Securities" and, collectively with the 2001 Initial
Securities and the 2009 Initial Securities, the "Initial Securities"),
respectively, of which a total of $700,000,000 in aggregate principal amount was
issued on March 11, 1999 and is outstanding as of the date hereof, upon the
terms and subject to the conditions set forth in MidAmerican Funding's
Prospectus, dated February 3, 2000, and the related Letter of Transmittal
(which together constitute the "Exchange Offer").
Enclosed are copies of the following documents:
1. Prospectus dated February 3, 2000;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Registered Holder or DTC Participant from
Beneficial Owner; and
5. Letter which may be sent to your clients for whose account
you hold definitive registered bonds or book-entry interests
representing Initial Securities in your name or in the name of your
nominee, to accompany the instruction form referred to above, for
obtaining such client's instruction with regard to the Exchange Offer.
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WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 6, 2000,
UNLESS EXTENDED.
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The Exchange Offer is not conditioned upon any minimum principal amount
of Initial Securities being tendered.
To participate in the Exchange Offer, a beneficial holder must either
(1) cause to be delivered to The Bank of New York (the "Exchange Agent"), at the
address set forth in the Letter of Transmittal, definitive registered bonds
representing Initial Securities in proper form for transfer together with a
properly executed Letter of Transmittal or (2) cause a DTC participant to tender
such holder's Initial Securities to the Exchange Agent's account maintained at
the Depository Trust Company ("DTC") for the benefit of the Exchange Agent
through DTC's Automated Tender Offer Program ("ATOP"), including transmission of
a computer-generated message that acknowledges and agrees to be bound by the
terms of the Letter of Transmittal. By complying with DTC's ATOP procedures with
respect to the Exchange Offer, the DTC participant confirms on behalf of itself
and the beneficial owners of tendered Initial Securities all provisions of the
Letter of Transmittal applicable to it and such beneficial owners as fully as if
it completed, executed and returned the Letter of Transmittal to the Exchange
Agent.
Pursuant to the Letter of Transmittal, each holder of Initial
Securities will represent to MidAmerican Funding that: (i) the Exchange
Securities or book-entry interests therein to be acquired by such holder and any
beneficial owner(s) of the Initial Securities or interests therein ("Beneficial
Owner(s)") in connection with the Exchange Offer are being acquired by such
holder and any Beneficial Owner(s) in the ordinary course of business of the
holder and any Beneficial Owner(s), (ii) the holder and each Beneficial Owner
are not participating, do not intend to participate, and have no arrangement or
understanding with any person to participate, in the distribution of the
Exchange Securities, (iii) if the holder or Beneficial Owner is a resident of
the State of California, it falls under the self-executing institutional
investor exemption set forth under Section 25102(i) of the Corporate Securities
Law of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky
Regulations, (iv) if the holder or Beneficial Owner is a resident of the
Commonwealth of Pennsylvania, it falls under the self-executing institutional
investor exemption set forth under Sections 203(c), 102(d) and (k) of the
Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania Blue
Sky Regulations and an interpretive opinion dated November 16, 1985, (v) the
holder and each Beneficial Owner acknowledge and agree that any person who is a
broker-dealer registered under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") or is participating in the Exchange Offer for the purpose
of distributing the Exchange Securities must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the Exchange Securities or interests therein
acquired by such person and cannot rely on the position of the staff of the
Commission set forth in certain no-action letters, (vi) the holder and each
Beneficial Owner understand that a secondary resale transaction described in
clause (v) above and any resales of Exchange Securities or interests therein
obtained by such holder in exchange for Initial Securities or interests therein
originally acquired by such holder directly from MidAmerican Funding should be
covered by an effective registration statement containing the selling security
holder information required by Item 507 or Item 508, as applicable, of
Regulation S-K of the Commission and (vii) neither the holder nor any Beneficial
Owner(s) is an "affiliate," as defined in Rule 405 under the Securities Act, of
MidAmerican Funding. Upon a request by MidAmerican Funding, a holder or
Beneficial Owner will deliver to MidAmerican Funding a legal opinion confirming
its representation made in clause (vii) above. If the tendering holder of
Initial Securities is (1) a broker-dealer (whether or not it is also an
"affiliate") or (2) a Beneficial Owner(s) that will receive Exchange Securities
pursuant to the Exchange Offer, the tendering holder will represent on behalf of
itself and, if
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such Initial Securities are being held on behalf of Beneficial Owner(s), on
behalf of such Beneficial Owner(s) that the Initial Securities to be exchanged
for the Exchange Securities were acquired as a result of market-making
activities or other trading activities, and acknowledge on its own behalf and,
if such Initial Securities are held on behalf of Beneficial Owner(s), on behalf
of such Beneficial Owner(s) that it or they will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Securities; however, by so acknowledging and by delivering a
prospectus, such tendering holder will not be deemed to admit that it or any
Beneficial Owner is an "underwriter" within the meaning of the Securities Act.
The enclosed "Instruction to Registered Holder or DTC Participant from
Beneficial Owner" form contains an authorization by the beneficial owners of
Initial Securities for you to make the foregoing representations.
The Registrant will not pay any fee or commission to any broker or
dealer or to any other persons (other than the Exchange Agent) in connection
with the solicitation of tenders of Initial Securities pursuant to the Exchange
Offer. The Registrant will pay or cause to be paid any transfer taxes payable on
the transfer of Initial Securities to them, except as otherwise provided in the
section "The Exchange Offer--You may be required to pay transfer taxes in
connection with your tender" of the enclosed Prospectus.
Additional copies of the enclosed materials may be obtained from the
Exchange Agent.
Very truly yours,
MidAmerican Funding, LLC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU THE AGENT OF MIDAMERICAN FUNDING OR THE EXCHANGE AGENT OR AUTHORIZE YOU TO
USE ANY DOCUMENT OR MAKE ANY STATEMENT ON ITS BEHALF IN CONNECTION WITH THE
EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
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