FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MidAmerican Energy Holdings Company
(Exact name of registrant as specified in its charter)
Iowa 42-1451822
(State of incorporation) (I.R.S. Employer
Identification No.)
666 Grand Avenue, P. O. Box 657, Des Moines, Iowa 50303-0657
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered
Common Stock, No Par Value
Name of each exchange on which each class is to be registered
New York Stock Exchange, Inc.
Item 1. General Information
MidAmerican Energy Holdings Company ("Company") was organized on January
24, 1996 as a corporation under the laws of the State of Iowa. The Company's
fiscal year ends on the 31st day of December.
Item 2. Transaction of Succession
(a) The Company's predecessor, MidAmerican Energy Company, an Iowa
corporation ("MidAmerican"), has securities registered pursuant to Section 12(b)
of the Securities Exchange Act of 1934, as amended (the "Act"). Upon
consummation of the Share Exchange (as defined below), MidAmerican intends to
terminate such registration with respect to its common stock, no par value
("MidAmerican Common Stock").
(b) Upon the effectiveness of the Articles of Exchange filed by the Company
with the Secretary of State of the State of Iowa on December 1, 1996 (the
"Effective Date"), each share of MidAmerican Common Stock then outstanding will
be exchanged on a share-for-share basis for shares of the common stock of the
Company having no par value ("Company Common Stock"). Midmerican has already
obtained the requisite approval of holders of a majority of the outstanding
shares of MidAmerican Common Stock, and the approval of various regulatory
authorities. As a result of the share exchange as described above ("Share
Exchange"), the holders of MidAmerican Common Stock will receive one share of
Company Common Stock in exchange for each share of MidAmerican Common Stock.
MidAmerican will become a wholly-owned subsidiary (as defined in Rule 12b-2
promulgated under the Act) of the Company, and the Company will replace
MidAmerican as the publicly held corporation as of the Effective Date.
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Item 3. Securities to be Registered
The number of shares of Company Common Stock presently authorized is
350,000,000 of which 100,751,713 shares will be issued at the effective time of
the Share Exchange and none of which shares will be held by or for the account
of the registrant.
Item 4. Description of Registrant's Securities to be Registered
The description of the securities to be registered is set forth in under
the caption "Holdings Capital Stock" on page 37 of the Proxy
Statement/Prospectus dated March 18, 1996 ("Proxy Statement/Prospectus")
contained in the Company's registration statement on Form S-4 (Registration No.
333-01645) (the "Registration Statement") (incorporated by reference herein) and
such description is incorporated herein by reference and is being filed herewith
pursuant to Rule 12b-23 under the 1934 Act.
Item 5. Financial Statement and Exhibits
(a) Financial Statements
No financial statements are required to be filed herewith because the
consolidated capital structure and balance sheet of the Company immediately
after consummation of the Share Exchange will be substantially the same as that
of MidAmerican immediately prior to consummation of the Share Exchange.
(b) Exhibits
1. The Agreement and Plan of Exchange is contained in the Proxy
Statement/Prospectus incorporated herein by reference.
2. The Proxy Statement/Prospectus is incorporated herein by reference to the
Registration Statement, of which the Proxy Statement/Prospectus is a part.
3. The information under the caption "Holdings Capital Stock" contained in the
Proxy Statement/Prospectus is incorporated herein by reference in Item 4
above.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
MIDAMERICAN ENERGY HOLDINGS COMPANY
By /s/ Paul J. Leighton
Name: Paul J. Leighton
Title: Corporate Secretary
Dated: November 11, 1996
