Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 14, 1999
MidAmerican Energy Holdings Company
-----------------------------------
(Exact name of registrant as specified in its charter)
Commission Exact Name of Registrant IRS Employer
File Number As Specified In Its Charter Identification No.
- ----------- --------------------------- ------------------
0-25551 MidAmerican Energy Holdings Company 94-2213782
666 Grand Avenue, P.O. Box 657, Des Moines, IA 50303
- ---------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (515) 242-4300
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 11, 1998, Registrant (then known as CalEnergy Company, Inc.)
entered into an Agreement and Plan of Merger ("Merger") with MidAmerican Energy
Holdings Company (now known as MHC Inc.) ("MHC"). The Merger closed on March 12,
1999 and Registrant paid $27.15 in cash for each outstanding share of MHC common
stock for a total of approximately $2.42 billion in a merger, pursuant to which
MHC became an indirect wholly owned subsidiary of Registrant. Additionally,
Registrant reincorporated in the State of Iowa and was renamed MidAmerican
Energy Holdings Company and upon closing became an exempt public utility holding
company.
Registrant and its wholly owned subsidiary MidAmerican Funding, LLC
("Funding") financed the purchase of all outstanding shares of MHC common stock
with the net proceeds of a $700 million offering of Funding's senior secured
notes and bonds and an equity contribution from the Registrant. A portion of the
Registrant equity contribution was provided from approximately $940 million in
proceeds to Registrant from its sale of senior notes in September and November
of 1998. The balance of the Registrant equity contribution was funded from cash
on hand and from the proceeds of Registrant's recently completed sales of at
least 50% of its interest in all of its qualifying facility projects, including
100% of Coso Finance Partners (Navy I), Coso Energy Developers (BLM) and Coso
Power Developers (Navy II) (collectively the "Coso Partnerships") and 50% of CE
Generation LLC ("CE Generation").
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 Registrant's Report on Form 8-K dated March 26, 1999,
incorporated herein by reference, for a description of such factors. The
Registrant assumes no responsibility to update forward-looking information
contained herein.
The Registrant previously reported these events as Item 2 on Form 8-K dated
February 26, 1999 and filed on March 15, 1999 and on Form 8-K dated March 12,
1999 and filed on March 26, 1999 noting that the financial information would be
filed by amendment at a later date. This amendment on Form 8-K/A amends each of
such prior Form 8-K's and includes the required financial information.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Unaudited Pro Forma Combined Condensed Financial Data:
The unaudited pro forma combined condensed financial data are based on the
historical consolidated financial statements of Registrant's predecessor
companies CalEnergy Company, Inc. and MHC, after giving effect to (i) the Coso
Partnerships sale, (ii) the CE Generation sale, and (iii) the MidAmerican
Merger, including the related financing and the redemption and retirement of
Registrant's senior discount notes and limited resource notes. The financial
information is attached hereto as Exhibits 99.1 and 99.2.
(c) Exhibits
Exhibit Number Exhibit
- -------------- -------
23 Consent of Independent Accountants
99.1 Unaudited Pro Forma Combined Condensed Financial Data
99.2 MHC Audited Consolidated Financial Statements, for the
periods ending December 31, 1998
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 thereunto duly authorized.
MIDAMERICAN ENERGY HOLDINGS COMPANY
/s/ Paul J. Leighton
--------------------
Paul J. Leighton
Vice President and
Assistant Corporate Secretary
May 14, 1999
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
23 Consent of Independent Accountants
99.1 Unaudited Pro Forma Combined Condensed Financial Data
99.2 MHC's Audited Consolidated Financial Statements, for the
periods ending December 31, 1998