<PAGE>
As filed with the Securities and Exchange Commission on December 2, 1996
Registration No. 333-02803
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Exact name of registrant as specified in its charter)
IOWA 42-1451822
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
666 GRAND AVENUE, P. O. BOX 657
DES MOINES, IOWA 50303-0657
(515) 242-4300
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MIDAMERICAN ENERGY COMPANY 1995 LONG-TERM INCENTIVE PLAN
(Full title of the Plans)
PAUL J. LEIGHTON
CORPORATE SECRETARY
666 GRAND AVENUE, P.O. BOX 657
DES MOINES, IOWA 50303-0657
(515) 242-4300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
Pursuant to Rule 414(d) under the Securities Act, MidAmerican Energy Holdings
Company, as successor issuer to MidAmerican Energy Company, hereby adopts this
registration statement, as amended, for all purposes under the Securities Act
and the Securities Exchange Act of 1934, as amended.
<PAGE>
DESCRIPTION OF THE TRANSACTION
On April 24, 1996, the shareholders of MidAmerican Energy Company, an Iowa
corporation ("MidAmerican"), approved the adoption of a holding company
structure for MidAmerican, pursuant to which on December 1, 1996, subsequent to
obtaining all necessary regulatory approvals and upon the effectiveness of
Articles of Exchange filed with the Secretary of State of the State of Iowa (the
"Effective Date"), each share of common stock, no par value, of MidAmerican
("MidAmerican Common Stock"), then outstanding was exchanged on a share-for-
share basis for one share of the common stock of the holding company,
MidAmerican Energy Holdings Company, also an Iowa corporation ("Holdings"). As
a result of the share exchange as described above ("Share Exchange"), the
holders of MidAmerican Common Stock received one share of Holdings common stock,
no par value ("Holdings Common Stock"), in exchange for each share of
MidAmerican Common Stock, MidAmerican became a wholly-owned subsidiary of
Holdings, and Holdings replaces MidAmerican as the publicly held corporation as
of the Effective Date.
Beginning on the Effective Date, shares of Holdings Common Stock will be
issued pursuant to the MidAmerican Energy Company 1995 Long-Term Incentive Plan
(the "Plan") instead of shares of MidAmerican Common Stock. In approving the
Share Exchange, the shareholders of MidAmerican ratified the amendment of the
Plan by Holdings. The rights and terms of the Holdings Common Stock are
essentially the same as those of the MidAmerican Common Stock. Holdings Common
Stock is listed on the New York Stock Exchange and trades under the same symbol
(MEC) as MidAmerican previously traded.
Holdings had, immediately after the Effective Date, the same directors and
the same consolidated assets, liabilities and shareholders' equity as
MidAmerican had immediately prior to the Effective Date. The implementation of
the holding company structure did not result in any change in MidAmerican's
operation of its business which involves generating, transmitting, distributing
and selling electric energy and distributing, selling and transporting natural
gas in the States of Iowa, Illinois, Nebraska and South Dakota, and other non-
regulated energy-related businesses and regional business development.
MidAmerican continues to operate under the name "MidAmerican Energy Company."
Holdings expressly adopts MidAmerican's Registration Statement No.
333-02803 on Form S-8, as filed with the Securities and Exchange Commission on
April 24, 1996, as Holdings own registration statement for all purposes of the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, previously filed with the Securities and Exchange
Commission ("Commission") pursuant to the Securities Exchange Act of 1934, as
amended, ("Exchange Act"), are hereby incorporated by reference herein and shall
be deemed a part hereof:
1. MidAmerican's Annual Report on Form 10-K, as amended, for the year
ended December 31, 1995.
2. MidAmerican's Quarterly Reports on Form 10-Q for the period ended
March 31, 1996, as amended, and for the periods ended June 30, 1996 and
September 30, 1996.
3. MidAmerican's Current Reports on Form 8-K reporting events
occurring on February 20, 1996, April 25, 1996, May 28, 1996 and
October 17, 1996.
4. The description of the Registrant's common stock, no par value
("Common Stock"), which is contained in the Registration Statement on Form
8-B filed with the Commission under the Exchange Act, including any
subsequent amendment or any report filed for the purpose of updating such
description.
All documents, filed by or on behalf of the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, and all documents filed by the MidAmerican Energy Company 1995 Long-Term
Incentive Plan ("Plan") pursuant to Section 15(d) of the Exchange Act, after
the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and made a part hereof from their respective
dates of filing (such documents and the documents enumerated above being
hereinafter referred to as "Incorporated Documents"); provided, however, that
the documents enumerated above or subsequently filed by or on behalf of the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
in each year during which the offering made by this Registration Statement is
in effect prior to the filing with the Commission of the Company's Annual
Report on Form 10-K covering such year shall not be Incorporated Documents or
be incorporated by reference in this Registration Statement or be a part
hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
II-1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 490.850 through 490.857 of the Iowa Business Corporation Act
("IBCA") permit corporations organized thereunder to indemnify directors,
officers and employees against liability under certain circumstances. Each
of the Restated Articles of Incorporation, and the Bylaws of the Company
provide for indemnification of directors, officers and employees to the full
extent provided by the IBCA. Each of the Restated Articles of Incorporation,
and the Bylaws state that the indemnification provided therein shall not be
deemed exclusive. The Company may purchase and maintain insurance on behalf
of any person who is or was a director, officer or employee of the Company or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability or loss
under the IBCA. Pursuant to Section 490.857 of the IBCA, the Restated
Articles of Incorporation, and the Bylaws, the Company maintains directors'
and officers' liability insurance coverage. The Company has also entered
into indemnification agreements with certain directors and officers, and
expects to enter into similar agreements with future directors and officers,
to further assure such persons indemnification as permitted by Iowa law.
As permitted by Section 490.832 of the IBCA, the Restated Articles of
Incorporation of the Company, provide that no director shall be personally
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any transaction from which the director
derived an improper personal benefit or (iv) under Section 490.833 of the
IBCA (relating to certain unlawful distributions to shareholders).
ITEM 7. EXEMPTION FROM REGISTRATION
Not applicable
ITEM 8. EXHIBITS
4(1) Restated Articles of Incorporation of the Company, as
(filed as Exhibit 3(a) to the Company's Registration
Statement on Form S-4, File No. 333-01645)*
II-2
<PAGE>
4(2) Bylaws of the Company (filed as Exhibit 3(b) to
the Company's Registration Statement on Form S-4, File
No. 333-01645)*
4(3) MidAmerican Energy Company 1995 Long-Term Incentive
Plan (filed as Exhibit 10(a) to the Company's Registration
Statement on Form S-4, File No. 333-01645)*
5 Opinion of John A. Rasmussen, Jr., Esq.
23(1) Consent of Arthur Andersen LLP
23(2) Consent of Deloitte & Touche LLP
23(3) Consent of John A. Rasmussen, Jr. (included in Exhibit 5)
------------------------
* Incorporated herein by reference, as indicated.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; (iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; Provided, however, that the
registrant need not file a post-effective amendment to include the information
required to be included by subsection (i) or (ii) if such information is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, which are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-3
<PAGE>
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Des Moines,
and State of Iowa as of this 2nd day of December, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
By /s/ Stanley J. Bright*
----------------------------------------
Stanley J. Bright
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed below by
the following persons in the capacities indicated as of this 2nd day of
December, 1996.
Signature Title
--------- -----
/s/ Russell E. Christiansen* Chairman of the Board of Directors
- ------------------------------ and Director
Russell E. Christiansen
/s/ Stanley J. Bright* President, Chief Executive Officer and
- ------------------------------ Director (Principal Executive Officer)
Stanley J. Bright
/s/ Philip G. Lindner Group Vice President and Chief Financial
- ------------------------------ Officer (Principal Accounting Officer)
Philip G. Lindner
/s/ John W. Aalfs* Director
- ------------------------------
John W. Aalfs
/s/ Robert A. Burnett* Director
- ------------------------------
Robert A. Burnett
/s/ Ross D. Christensen* Director
- ------------------------------
Ross D. Christensen
/s/ John W. Colloton* Director
- ------------------------------
John W. Colloton
II-5
<PAGE>
/s/ Frank S. Cottrell* Director
- ------------------------------
Frank S. Cottrell
/s/ Jack W. Eugster* Director
- ------------------------------
Jack W. Eugster
/s/ Mel Foster, Jr.* Director
- ------------------------------
Mel Foster, Jr.
/s/ Nolden Gentry* Director
- ------------------------------
Nolden Gentry
/s/ James M. Hoak, Jr.* Director
- ------------------------------
James M. Hoak, Jr.
/s/ Richard L. Lawson* Director
- ------------------------------
Richard L. Lawson
/s/ Robert L. Peterson* Director
- ------------------------------
Robert L. Peterson
/s/ Nancy L. Seifert* Director
- ------------------------------
Nancy L. Seifert
/s/ W. Scott Tinsman* Director
- ------------------------------
W. Scott Tinsman
/s/ Leonard L. Woodruff* Director
- ------------------------------
Leonard L. Woodruff
*By /s/ Paul J. Leighton
--------------------------
(Paul J. Leighton
as Attorney-in-Fact of
the persons indicated)
II-6
<PAGE>
EXHIBIT LIST
Exhibit
No Description
------- -----------
4(1) Restated Articles of Incorporation of the Company (filed as
Exhibit 3(a) to the Company's Registration Statement on
Form S-4, File No. 333-01645)*
4(2) Bylaws of the Company (filed as Exhibit 3(b) to the Company's
Registration Statement on Form S-4, File No. 333-01645)*
4(3) MidAmerican Energy Company 1995 Long-Term Incentive Plan (filed
as Exhibit 10(a) to the Company's Registration Statement on
Form S-4, File No. 333-01645)*
5 Opinion of John A. Rasmussen, Jr., Esq.
23(1) Consent of Arthur Andersen LLP
23(2) Consent of Deloitte & Touche LLP
23(3) Consent of John A. Rasmussen, Jr. (included in Exhibit 5)
------------------------
* Incorporated herein by reference, as indicated.
<PAGE>
EXHIBIT 5
666 Grand Avenue
P. O. Box 657
Des Moines, Iowa 50303-0657
December 2, 1996
MidAmerican Energy Holdings Company
666 Grand Avenue
P.O. Box 657
Des Moines, Iowa 50303-0657
Ladies and Gentlemen:
I refer to the proposed issuance and sale by you ("Company") of 1,000,000 shares
of authorized but unissued shares of your common stock, without par value
("Shares"), pursuant to the MidAmerican Energy Company 1995 Long-Term Incentive
Plan.
I have examined such documents and satisfied myself as to such matters of
procedure, law and fact as I deem relevant for the purposes hereof, and based
upon the foregoing, I advise you that, in my opinion, all requisite action will
have been taken by and before all bodies, including directors and regulatory
authorities, that is necessary to make valid the offering, issuance and sale of
the Shares when the following additional steps shall have been taken:
(1) The proposed offering, issuance and sale of the Shares shall have
been authorized by your Board of Directors;
(2) Your proposed post-effective amendment to your registration
statement on Form S-8 (Registration No. 333-02803) (the "Registration
Statement") relating to the Shares being filed with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, ("Act"),
and any required amendments and post-effective amendments thereto shall have
become effective;
(3) The Shares shall have been issued and sold on the terms
contemplated by your Registration Statement and in accordance with the
authorizations of the Board of Directors of the Company and the applicable
provisions of the Iowa Business Corporation Act; and
<PAGE>
MidAmerican Energy Holdings Company
December 2, 1996
Page 2
(4) All statutory fees imposed upon or by reason of the issuance of
the Shares shall have been paid.
I am further of the opinion that no action of any state or federal regulatory
authority, other than the Commission under the Act and the Securities Exchange
Act of 1934, as amended, is required with respect to the proposed offering,
issuance and sale of the Shares, and that when the additional steps set forth
above shall have been taken the Shares will be legally issued, fully paid and
nonassessable.
I do not find it necessary for the purposes of this opinion, and accordingly I
do not purport herein, to cover the application of blue sky or securities laws
of various states relating to sales of the Shares.
I consent that copies of this opinion letter may be filed with the Commission in
connection with your proposed post-effective amendment to the Registration
Statement with respect to the Shares.
Sincerely,
/s/ John A. Rasmussen, Jr.
- ------------------------------
John A. Rasmussen, Jr., Esq.
Counsel for MidAmerican Energy Holdings Company
<PAGE>
EXHIBIT 23(1)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Post-Effective Amendment to the Registration Statement on
Form S-8 of our report dated January 26, 1996 included in MidAmerican Energy
Company's Form 10-K for the year ended December 31, 1995 and to all
references to our Firm included in this Post-Effective Amendment.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
December 2, 1996
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
MIDAMERICAN ENERGY HOLDINGS COMPANY:
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 333-02803 of MidAmerican Energy
Holdings Company on Form S-8 of our reports dated January 25, 1995, covering the
consolidated balance sheet and statement of capitalization of Iowa-Illinois Gas
and Electric Company and subsidiary as of December 31, 1994, and the related
consolidated statements of income, retained earnings and cash flows for the
years ended December 31, 1994 and 1993, and the schedule listed in Item 14(a)(2)
as of December 31, 1994 and 1993 and for each of the two years in the period
ended December 31, 1994, appearing in MidAmerican Energy Company's Form 10-K for
the year ended December 31, 1995. It should be noted that we have not audited
any financial statements of Iowa-Illinois Gas and Electric Company and
subsidiary subsequent to December 31, 1994, or performed any audit procedures
subsequent to the date of our reports.
DELOITTE & TOUCHE LLP
Davenport, Iowa
December 2, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of December 2, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
/s/Russell E. Christiansen
- ------------------------------ ----------------------------------
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
- ------------------------------ ----------------------------------
(John W. Aalfs) Director (Robert A. Burnett) Director
- ------------------------------ ----------------------------------
(Ross D. Christensen) Director (John W. Colloton) Director
- ------------------------------ ----------------------------------
(Frank S. Cottrell) Director (Jack W. Eugster) Director
- ------------------------------ ----------------------------------
(Mel Foster, Jr.) Director (Nolden Gentry) Director
- ------------------------------ ----------------------------------
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
- ------------------------------ ----------------------------------
(Robert L. Peterson) Director (Nancy L. Seifert) Director
- ------------------------------ ----------------------------------
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of December 2, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
/s/Stanley J. Bright
- ---------------------------------- ------------------------------------
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
- ---------------------------------- ------------------------------------
(John W. Aalfs) Director (Robert A. Burnett) Director
- ---------------------------------- ------------------------------------
(Ross D. Christensen) Director (John W. Colloton) Director
- ---------------------------------- ------------------------------------
(Frank S. Cottrell) Director (Jack W. Eugster) Director
- ---------------------------------- ------------------------------------
(Mel Foster, Jr.) Director (Nolden Gentry) Director
- ---------------------------------- ------------------------------------
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
- ---------------------------------- ------------------------------------
(Robert L. Peterson) Director (Nancy L. Seifert) Director
- ---------------------------------- ------------------------------------
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of October __, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
/s/John W. Aalfs
- ----------------
(John W. Aalfs) Director (Robert A. Burnett) Director
(Ross D. Christensen) Director (John W. Colloton) Director
(Frank S. Cottrell) Director (Jack W. Eugster) Director
(Mel Foster, Jr.) Director (Nolden Gentry) Director
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
(Robert L. Peterson) Director (Nancy L. Seifert) Director
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of October __, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
/s/Robert A. Burnett
--------------------
(John W. Aalfs) Director (Robert A. Burnett) Director
(Ross D. Christensen) Director (John W. Colloton) Director
(Frank S. Cottrell) Director (Jack W. Eugster) Director
(Mel Foster, Jr.) Director (Nolden Gentry) Director
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
(Robert L. Peterson) Director (Nancy L. Seifert) Director
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of October __, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
(John W. Aalfs) Director (Robert A. Burnett) Director
/s/Ross D. Christensen
- ----------------------
(Ross D. Christensen) Director (John W. Colloton) Director
(Frank S. Cottrell) Director (Jack W. Eugster) Director
(Mel Foster, Jr.) Director (Nolden Gentry) Director
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
(Robert L. Peterson) Director (Nancy L. Seifert) Director
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of October __, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
(John W. Aalfs) Director (Robert A. Burnett) Director
/s/John W. Colloton
-------------------
(Ross D. Christensen) Director (John W. Colloton) Director
(Frank S. Cottrell) Director (Jack W. Eugster) Director
(Mel Foster, Jr.) Director (Nolden Gentry) Director
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
(Robert L. Peterson) Director (Nancy L. Seifert) Director
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S- of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of October __, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
(John W. Aalfs) Director (Robert A. Burnett) Director
(Ross D. Christensen) Director (John W. Colloton) Director
/s/Frank S. Cottrell
- --------------------
(Frank S. Cottrell) Director (Jack W. Eugster) Director
(Mel Foster, Jr.) Director (Nolden Gentry) Director
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
(Robert L. Peterson) Director (Nancy L. Seifert) Director
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of October __, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
(John W. Aalfs) Director (Robert A. Burnett) Director
(Ross D. Christensen) Director (John W. Colloton) Director
/s/Jack W. Eugster
------------------
(Frank S. Cottrell) Director (Jack W. Eugster) Director
(Mel Foster, Jr.) Director (Nolden Gentry) Director
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
(Robert L. Peterson) Director (Nancy L. Seifert) Director
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of October __, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
(John W. Aalfs) Director (Robert A. Burnett) Director
(Ross D. Christensen) Director (John W. Colloton) Director
(Frank S. Cottrell) Director (Jack W. Eugster) Director
/s/Mel Foster, Jr.
- ------------------
(Mel Foster, Jr.) Director (Nolden Gentry) Director
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
(Robert L. Peterson) Director (Nancy L. Seifert) Director
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of October __, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
(John W. Aalfs) Director (Robert A. Burnett) Director
(Ross D. Christensen) Director (John W. Colloton) Director
(Frank S. Cottrell) Director (Jack W. Eugster) Director
/s/Nolden Gentry
----------------
(Mel Foster, Jr.) Director (Nolden Gentry) Director
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
(Robert L. Peterson) Director (Nancy L. Seifert) Director
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of October __, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
(John W. Aalfs) Director (Robert A. Burnett) Director
(Ross D. Christensen) Director (John W. Colloton) Director
(Frank S. Cottrell) Director (Jack W. Eugster) Director
(Mel Foster, Jr.) Director (Nolden Gentry) Director
/s/James M. Hoak, Jr.
- ---------------------
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
(Robert L. Peterson) Director (Nancy L. Seifert) Director
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of October __, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
(John W. Aalfs) Director (Robert A. Burnett) Director
(Ross D. Christensen) Director (John W. Colloton) Director
(Frank S. Cottrell) Director (Jack W. Eugster) Director
(Mel Foster, Jr.) Director (Nolden Gentry) Director
/s/Richard L. Lawson
--------------------
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
(Robert L. Peterson) Director (Nancy L. Seifert) Director
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of October __, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
(John W. Aalfs) Director (Robert A. Burnett) Director
(Ross D. Christensen) Director (John W. Colloton) Director
(Frank S. Cottrell) Director (Jack W. Eugster) Director
(Mel Foster, Jr.) Director (Nolden Gentry) Director
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
/s/Robert L. Peterson
- ---------------------
(Robert L. Peterson) Director (Nancy L. Seifert) Director
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of October __, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
(John W. Aalfs) Director (Robert A. Burnett) Director
(Ross D. Christensen) Director (John W. Colloton) Director
(Frank S. Cottrell) Director (Jack W. Eugster) Director
(Mel Foster, Jr.) Director (Nolden Gentry) Director
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
/s/Nancy L. Seifert
-------------------
(Robert L. Peterson) Director (Nancy L. Seifert) Director
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of October __, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
(John W. Aalfs) Director (Robert A. Burnett) Director
(Ross D. Christensen) Director (John W. Colloton) Director
(Frank S. Cottrell) Director (Jack W. Eugster) Director
(Mel Foster, Jr.) Director (Nolden Gentry) Director
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
(Robert L. Peterson) Director (Nancy L. Seifert) Director
/s/W. Scott Tinsman
- -------------------
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Paul J. Leighton and John A.
Rasmussen, Jr., and each of them severally, his true or her true and lawful
attorneys, with full power of substitution in his or her name, place and stead,
to execute on his or her behalf a Post-Effective Amendment to the Registration
Statement on Form S-8 of MidAmerican Energy Holdings Company relating to the
MidAmerican Energy Company 1995 Long-Term Incentive Plan, Registration No.
333-02803, to be filed pursuant to the Securities Act of 1933, as amended, and
any and all amendments thereto (including post-effective amendments), and other
documents relating thereto, including exhibits, and to file the same with the
Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.
IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of October __, 1996.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Russell E. Christiansen) Chairman (Stanley J. Bright) President, Chief
and Director Executive Officer and Director
(John W. Aalfs) Director (Robert A. Burnett) Director
(Ross D. Christensen) Director (John W. Colloton) Director
(Frank S. Cottrell) Director (Jack W. Eugster) Director
(Mel Foster, Jr.) Director (Nolden Gentry) Director
(James M. Hoak, Jr.) Director (Richard L. Lawson) Director
(Robert L. Peterson) Director (Nancy L. Seifert) Director
/s/Leonard L. Woodruff
----------------------
(W. Scott Tinsman) Director (Leonard L. Woodruff) Director
