UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported) July 30, 2002
MidAmerican Energy Holdings Company
(Exact name of registrant as specified in its charter)
Iowa 0-25551 94-2213782
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File 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) 242-4300
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
MidAmerican Energy Holdings Company ("MEHC") announced on July 29, 2002
that it has reached a definitive agreement with Dynegy Inc. to acquire 100
percent ownership of Northern Natural Gas Company for $928 million in cash and
the assumption of $950 million in debt. The transaction is expected to close in
August 2002, subject to Hart-Scott-Rodino review.
MEHC also announced that its principal investor, Berkshire Hathaway
Inc., will contribute $950 million to MEHC in exchange for MEHC's trust
preferred securities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 - Press Release dated July 29, 2002
Exhibit 99.2 - Purchase Agreement between Dynegy Inc., NNGC Holding Company,
Inc. and MidAmerican Energy Holdings Company, dated as of July
28, 2002
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
/s/ Paul J. Leighton
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Paul J. Leighton
Vice President, Assistant General Counsel
and Assistant Secretary
Date: July 30, 2002
EXHIBITS INDEX
Exhibit
Number Exhibit
99.1 Press Release dated July 29, 2002
99.2 Purchase Agreement between Dynegy Inc., NNGC Holding
Company, Inc. and MidAmerican Energy Holdings
Company, dated as of July 28, 2002
Exhibit 99.1
MidAmerican Energy Holdings Company To Acquire
Northern Natural Gas from Dynegy
Des Moines, Iowa - July 29, 2002 - MidAmerican Energy Holdings Company
has reached a definitive agreement with Dynegy Inc. (NYSE: DYN) to acquire
100 percent ownership of Northern Natural Gas Company for $928 million in
cash and the assumption of $950 million in debt. The sale is expected to
close in August 2002, subject to Hart-Scott-Rodino review.
"We are extremely pleased to be acquiring Northern Natural Gas," said
David L. Sokol, MidAmerican chairman and chief executive officer. "It is
another step forward in our strategy of making sound investments in the
U.S. energy infrastructure."
With the acquisition of Kern River Gas Transmission Company in March
2002, the Kern River expansion and the completion of the Northern Natural
Gas transaction, MidAmerican becomes a leading owner of interstate natural
gas pipeline systems in the country.
"Northern Natural Gas is a well-managed company with excellent
assets," said Greg Abel, president of MidAmerican. "They share our focus on
customer service and operational excellence."
Northern Natural Gas is a 16,600-mile interstate pipeline transporting
4.3 billion cubic feet of natural gas per day from the Permian Basin in
Texas to the upper Midwest. The system provides transportation and storage
services to approximately 70 utility customers and numerous industrial
customers in the upper Midwest.
Northern Natural Gas also provides cross-haul and grid transportation
between other interstate and intrastate pipelines in Permian, Anadarko,
Hugoton and Midwest areas. It operates three natural gas storage facilities
with a capacity of 59 billion cubic feet and two liquefied natural gas
peaking units.
Lehman Brothers acted as financial advisers to MidAmerican in this
transaction.
MidAmerican Energy Holdings Company is based in Des Moines, Iowa, and
is a privately owned global provider of energy services. Through its
energy-related business platforms - CalEnergy Generation, Kern River Gas
Transmission Company, MidAmerican Energy and Northern and Yorkshire
Electric - MidAmerican provides electric and natural gas service to 5
million customers worldwide. Information on MidAmerican is available on the
Internet at www.midamerican.com.