Securities and Exchange Commission
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act 1934
Date of Report March 12, 1999
(Date of earliest event reported)
MidAmerican Energy Holdings Company
(Exact name of registrant as specified in its charter)
Iowa 0-25551 94-2213782
(State of other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
666 Grand Avenue Des Moines, Iowa 50309
(Address of principal executive offices) Zip Code
Registrant's Telephone Number, including area code: (515) 242-4300
N/A
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On March 12, 1999, the Registrant announced that CalEnergy
Company, Inc. (the Registrant's predecessor) had reincorporated
in Iowa by merging with and into the Registrant and changed its
name to MidAmerican Energy Holdings Company. At the same time,
the Registrant also announced that it had closed the acquisition
of MidAmerican Energy Holdings Company, which has been renamed
MHC, Inc. ("MHC"), through a merger of an indirect subsidiary of
the Registrant with and into MHC. In the merger, each share of
MHC common stock was exchanged for cash consideration of $27.15
per share for a total cash consideration of approximately $2.42
billion. The merger consideration was funded in part with the
net proceeds of an offering of debt securities by MidAmerican
Funding, LLC, a subsidiary of the Registrant, which offering
closed on March 11, 1999. The balance of the consideration was
funded through an equity contribution from the Registrant using
cash on hand, which included approximately $930 million in net
proceeds from the sale of its debt securities in September and
November 1998 and proceeds from the sale of 50% of its interests
in its qualifying facility projects in February and March 1999.
A copy of the press release issued by the Registrant is attached
hereto as Exhibit 1 and incorporated by reference herein.
Certain information included in this report contains forward-
looking statements made pursuant to the Private Securities
Litigation Reform Act of 1995 ("Reform Act"). Such statements
are based on current expectations and involve a number of known
and unknown risks and uncertainties that could cause the actual
results and performance of the Registrant to differ materially
from any expected future results or performance, expressed or
implied, by the forward-looking statements including expectations
regarding the future results of operations of Registrant. In
connection with the safe harbor provisions of the Reform Act, the
Registrant has identified important factors that could cause
actual results to differ materially from such expectations,
including development uncertainty, operating uncertainty,
acquisition uncertainty, uncertainties relating to doing business
outside of the United States, uncertainties relating to
geothermal resources, uncertainties relating to domestic and
international (and in particular, Indonesian) economic and
political conditions and uncertainties regarding the impact of
regulations, changes in government policy, industry deregulation
and competition. Reference is made to all of the Registrant's
SEC Filings, including the Proxy Statement and the Registrant's
Report on Form 8-K dated March 6, 1998, incorporated herein by
reference, for a description of such factors. The Company
assumes no responsibility to update forward-looking information
contained herein.
Item 7. Financial Statements and Exhibits
Exhibit 1 - Press Release dated March 12, 1999
The required financial statements and proforma financial
information will be filed at a later date as part of an amendment
to this Form 8-K.
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\ Douglas L. Anderson
Douglas L. Anderson
Assistant Secretary and
Assistant General Counsel
Dated: March 29, 1999
EXHIBIT 1
CalEnergy and MidAmerican Close Merger
FOR IMMEDIATE RELEASE
OMAHA, NEBRASKA and DES MOINES, IOWA, March 12, 1999 ---
CalEnergy Company, Inc. ("CalEnergy") (NYSE: CE; PCX and London)
and MidAmerican Energy Holdings Company ("MidAmerican Energy")
(NYSE: MEC) have combined to form a new fast-growing competitive
energy company following the closing today of CalEnergy's
acquisition of MidAmerican Energy.
CalEnergy has reincorporated in Iowa under its new name,
MidAmerican Energy Holdings Company ("MidAmerican" or the
"Company"), becoming the state's largest publicly traded company
based on combined 1998 revenues of $4.62 billion. As of Monday,
March 15, 1999, the Company stock will trade under the `MEC'
symbol.
"We are extremely excited to launch the new MidAmerican, a
company which is uniquely positioned for growth in the
deregulating global energy markets," said David L. Sokol,
Chairman and Chief Executive Officer of the Company. "Today
marks a crucial milestone in our quest to become a leading global
provider of a full range of energy services. Through the merger
we've nearly doubled our generating capacity and gained access to
retail markets in the United States. We will strengthen our
focus on delivering the best possible service to our customers
and to increasing operating efficiencies as we continue to grow
our core businesses. The completion of this merger is good news
for our customers, our shareholders, employees and communities
worldwide."
Highlights of the new MidAmerican include:
" Serves 3.37 million customers worldwide
(2.15 million electricity customers and 1.22 million natural gas
customers)
" Has $11 billion in assets and $4.62 billion in total 1998
combined revenues
" Owns interests in 10,000 megawatts of total generating
capacity through 41 generating facilities worldwide
" Employs 9,700 people throughout the world
" Primary subsidiary operations include:
- - Northern Electric and Gas, a rapidly growing U.K. utility
with experience in a deregulated energy market;
- - MidAmerican Energy, a Midwestern U.S. utility serving
customers in Illinois, Iowa, Nebraska and South Dakota;
- - CalEnergy, the entity under which independent power
production facilities and non-regulated businesses are developed;
- - MidAmerican Realty Services, the second largest real estate
brokerage organization in the U.S. with operations in seven
states.
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MidAmerican Energy Holdings Company
March 12, 1999
Page -2-
To complete the transaction, CalEnergy paid $27.15 for each
outstanding common share of MidAmerican Energy stock, for a total
of approximately $2.45 billion. A pro-rated dividend for the
period commencing March 1, 1999 and ending March 11, 1999 of
approximately 3.59 cents per share will be paid to shareholders
of record of the former MidAmerican Energy as of March 12, 1999.
The dividend will be processed and mailed to all shareholders of
the former company during the next several weeks.
The Company will be headquartered in Des Moines, Iowa with the
office of the Chairman and Chief Executive Officer remaining in
Omaha, Nebraska (former headquarters of CalEnergy) to focus on
strategic planning, mergers and acquisitions and global
development.
The new President and Chief Operating Officer, Gregory E. Abel,
will be based in Des Moines, along with the Company's Senior Vice
President and General Counsel, John Rasmussen, and Senior Vice
President and Chief Financial Officer, Alan Wells. Stanley
Bright will serve as Vice Chairman of the Board and a member of
its Executive Committee.
Greg Abel, President and Chief Operating Officer of MidAmerican
said, "Since the merger was first announced last August, we have
been pleased with the accomplishments the companies have
achieved. Of particular note, we are on schedule with our
planned development of a 500 megawatt gas-fired generating
facility near the Quad Cities of Iowa and Illinois. This project
is part of our long-term strategy to aggressively compete in the
upper Midwest."
Underscoring MidAmerican's commitment to the communities in which
it operates, the Company also announced today that it will
implement `Global Days of Service,' an innovative community
relations program that encourages volunteer work by MidAmerican
employees in their home communities around the world.
MidAmerican has pledged $250,000 to be shared among the various
charitable organizations for which the employees volunteer. This
new program supplements the more than $3.5 million in annual
contributions the Company already donates around the world.
"With our Global Days of Service initiative," Chairman Sokol
said, "We want to encourage our employees to become more involved
with helping others, and also want to recognize the many active
employee volunteers who already give so much back to the
communities we serve."
MidAmerican will officially launch its Global Days of Service
program in April as part of National Volunteer month. From April
12, 1999 through April 12, 2000, any MidAmerican employee who
volunteers personal time for a not-for-profit or charitable
organization can apply to MidAmerican for a cash donation. The
size of the donation will depend on the number of hours invested
by the employee and the number of organizations served, and the
contributions will be split evenly among the organizations from
the $250,000 pool MidAmerican has set aside for the program.
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MidAmerican Energy Holdings Company
March 12, 1999
Page -3-
The Company has also adopted a new Shareholder Rights Plan, which
will take effect immediately following completion of the Merger
and Reincorporation transactions, and has declared a dividend
thereunder of one preferred share purchase right (a "Right") for
each outstanding share of the Company's Common Stock. The new
Rights Plan has terms and conditions that are substantially the
same as those contained in the previous CalEnergy shareholder
rights plan, and provides that the Rights will first become
exercisable under certain circumstances involving the acquisition
of beneficial ownership of 20% or more of the Company's Common
Stock or the commencement or announcement of a tender offer or
exchange offer for 30% or more of the Common Stock. The Rights
have the effect of making a change of control which is not
approved by the Company's Board more difficult. The Rights
dividend is payable on March 15, 1999 to Company shareholders of
record on that date.
MidAmerican Energy Holdings Company, headquartered in Des Moines,
Iowa, USA, has more than 9,700 employees and is the largest
publicly traded company in Iowa. Through its retail utility
subsidiaries, MidAmerican Energy in the U.S. and Northern
Electric in the U.K., the Company provides electric service to
2.15 million customers and natural gas service to 1.22 million
customers worldwide. Through CalEnergy, the Company's
independent power production and non-regulated business
subsidiaries and MidAmerican Energy's utility operations,
MidAmerican manages and owns interests in approximately 10,000
net megawatts of diversified power generation facilities in
operation, construction and development. Information about
MidAmerican and its three principal subsidiary companies is
available on the Internet at http://www.midamerican.com.
This press release contains forward-looking statements that are
based on current expectations and involve a number of
uncertainties. Reference is made to all of each company's SEC
filings including CalEnergy's Report on Form 8-K dated March 6,
1998, incorporated herein by reference, for a description of such
uncertainties.
MidAmerican Energy Holdings Company
Alan Wells, Senior Vice President and Chief Financial Officer,(515) 242-4008
Ron Giaier, Vice President, Investor Relations, (515) 242-4303
Patti McAtee, Vice President, Corporate Communications, (402) 341-4500
Kevin Waetke, Manager, Media Relations, (515) 281-2785
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