<PAGE>
As filed with the Securities and Exchange Commission on May 11, 1999
Registration No. 333-62697
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Exact Name of Registrant as Specified in its Charter)
Iowa 94-2213782
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
CALENERGY CAPITAL TRUST IV
(Exact Name of Registrant as Specified in its Charter)
Delaware 47-6215084
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
CALENERGY CAPITAL TRUST V
(Exact Name of Registrant as Specified in its Charter)
Delaware 47-6215085
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
CALENERGY CAPITAL TRUST VI
(Exact Name of Registrant as Specified in its Charter)
Delaware [Application Pending]
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
-----------
666 Grand Avenue
P.O. Box 657
Des Moines, IA 50303-0657
(515) 242-4000
(Address, including ZIP code, and telephone number, including area code,
of the Registrants' principal executive offices)
-----------
John A. Rasmussen, Jr., Esq.
Senior Vice President and General Counsel
666 Grand Avenue
P.O. Box 657
Des Moines, IA 50303-0657
(515) 242-4000
(Name, address, including ZIP code, and telephone number, including area code,
of agent for service)
-----------
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Copy To:
Peter J. Hanlon, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
-----------
Approximate date of the commencement of proposed sale to the public: from
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form S-3
(Registration File No. 333-62697) (the "Registration Statement") is being filed
pursuant to Rule 414 under the Securities Act of 1933, as amended (the
"Securities Act"), by MidAmerican Energy Holdings Company, an Iowa corporation
("MidAmerican"), which is the successor to CalEnergy Company, Inc., a Delaware
corporation ("CalEnergy"), following a statutory merger (the "Merger") effective
on March 12, 1999 for the purpose of changing CalEnergy's state of
incorporation. Prior to the Merger, MidAmerican had no assets or liabilities
other than nominal assets or liabilities. In connection with the Merger,
MidAmerican succeeded by operation of law to all of the assets and liabilities
of CalEnergy. Also, on March 12, 1999, after consummation of the Merger,
MidAmerican filed Articles of Amendment changing its name to MidAmerican Energy
Holdings Company.
As a result of the Merger, MidAmerican succeeded to CalEnergy's obligations
under the Indenture, dated as of October 15, 1997, between CalEnergy and IBJ
Whitehall Bank & Trust Company, as Trustee (the "Trustee"), as amended and
supplemented (the "Indenture"). As required by the Indenture, on March 12, 1999,
MidAmerican entered into a Fourth Supplemental Indenture dated March 12, 1999
with the Trustee, pursuant to which MidAmerican expressly assumed CalEnergy's
obligations under the Indenture.
The Merger was approved by the shareholders of CalEnergy at a Special
Meeting of Shareholders held on October 30, 1998 for which proxies were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
In accordance with paragraph (d) of Rule 414 of the Securities Act, except
as modified by this Post-Effective Amendment No. 1, MidAmerican expressly adopts
the Registration Statement as its own registration statement for all purposes of
the Securities Act and the Exchange Act.
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Part II
Item 15 Indemnification of Directors and Officers.
MidAmerican. Sections 850 through 858 of the Iowa Business Corporation Act
(the "IBCA") governs the circumstances under which a corporation organized
thereunder, such as MidAmerican, shall or may indemnify directors and officers
against liabilities for certain of their acts. Sections 851 and 856 of the IBCA
grants each corporation the power to indemnify its directors and officers
against liabilities and expenses incurred by reason of such person serving in
the capacity of director or officer, if such person has acted in good faith and
in a manner reasonably believed by the individual to be in or not opposed to the
best interests of the corporation, and in any criminal proceeding if such person
had no reasonable cause to believe the individual's conduct was unlawful.
Indemnification is not allowed if the director or officer receives an improper
benefit from such person's actions. Article X of MidAmerican's Amended and
Restated Articles of Incorporation and Article III of MidAmerican's Amended and
Restated ByLaws further provides that this indemnification right is a contract
right and that the indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding. The foregoing
indemnity provisions notwithstanding, in the case of actions brought by or in
the right of the corporation, no indemnification shall be made to such director
or officer with respect to any matter as to which such individual has been
adjudged to be liable to the corporation unless, and only to the extent that, a
court determines that indemnification is proper under the circumstances.
Article X of MidAmerican's Amended and Restated Articles of Incorporation
and Article III of MidAmerican's Amended and Restated Bylaws provide that
MidAmerican may maintain a directors' and officers' liability insurance policy
to insure against losses arising from claims made against its directors and
officers, subject to the limitations and conditions as may be set forth in the
policies. Where an officer or director is successful on the merits or otherwise
in the defense of any action referred to above, the corporation must indemnify
such person against the expenses which such officer or director actually and
reasonably incurred.
The Trusts. The Declaration of Trust (the "Declaration") for each of
CalEnergy Capital Trust IV, CalEnergy Capital Trust V and CalEnergy Capital
Trust VI (collectively, the "Trusts") provides that no Trustee, affiliate of any
Trustee, or any officers, directors, shareholders, members, partners, employees,
representatives or agent of the relevant Trust, or any employee or agent of the
Trust or its affiliates (each an "Indemnified Person") shall be liable,
responsible or accountable in damages or otherwise to a Trust or any employee or
agent of the trust or its affiliates for any loss, damage or claim incurred by
reason of any act or omission performed or omitted by the such Indemnified
Person in good faith on behalf of a Trust and in a manner such Indemnified
Person reasonably believed to be within the scope of the authority conferred on
such Indemnified Person by the Declaration or by law, except that an Indemnified
Person shall be liable for any such loss, damage or claim incurred by reason of
such Indemnified Person's gross negligence (or, in the case of the Trustee,
negligence) or
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willful misconduct with respect to such act or omissions. The Declaration also
provides that to the fullest extent permitted by applicable law, MidAmerican
shall indemnify and hold harmless each Indemnified Person from and against any
loss, damage or claim incurred by such Indemnified Person by reason of any act
or omission performed or omitted by such Indemnified Person in good faith on
behalf of a Trust and in a manner such Indemnified Person reasonably believed to
be within the scope of authority conferred on such Indemnified Person by the
Declaration, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Indemnified
Person by reason of gross negligence (or, in the case of the Trustee,
negligence) or willful misconduct with respect to such acts or omissions. The
Declaration further provides that, to the fullest extent permitted by applicable
law, expenses (including legal fees) incurred by an Indemnified Person in
defending any claim, demand, action, suit or proceeding shall, from time to
time, be advanced by MidAmerican prior to the final disposition of such claim,
demand, action, suit or proceeding upon receipt by or an undertaking by or on
behalf of the Indemnified Person to repay such amount if it shall be determined
that the Indemnified Person is not entitled to be indemnified for the underlying
cause of action as authorized by the Declaration. The directors and officers of
MidAmerican and the Trustees are covered by insurance policies indemnifying them
against certain liabilities, including certain liabilities arising under the
Securities Act of 1933, as amended, which might be incurred by them in such
capacities and against which they cannot be indemnified by MidAmerican or a
Trust.
Item 16 Exhibits.
The following exhibits are filed as part of the Registration Statement
hereby amended*:
Exhibit No. Description of Exhibit
- ----------- ----------------------
2.1 Agreement and Plan of Merger, dated as of August 11, 1998,
among CalEnergy Company, Inc., Maverick Reincorporation Sub,
Inc., MidAmerican Energy Holdings Company and MAVH Inc.,
(incorporated by reference from Annex I to the Joint Proxy
Statement dated September 25, 1998 of CalEnergy).
2.2 Agreement and Plan of Merger, dated as of March 12, 1999,
between CalEnergy, Inc. and Maverick Reincorporation Sub,
Inc. (incorporated by reference from MidAmerican's Current
Report on Form 8-K, dated March 12, 1999).
3.1 Amended and Restated Articles of Incorporation of MidAmerican
(incorporated by reference from Annex VI to the Joint Proxy
Statement dated September 25, 1998 of CalEnergy).
3.2 Articles of Merger of Maverick Reincorporation Sub, Inc. and
CalEnergy Company, Inc. effective as of March 12, 1999
(incorporated by reference from Amendment No. 1 to
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MidAmerican's Annual Report on Form 10-K/A for the year ended
December 31, 1998).
3.3 Articles of Amendment to the Amended and Restated Articles of
Incorporation of Maverick Reincorporation Sub, Inc.,
effective as of March 12, 1999 (name change to MidAmerican
Energy Holdings Company) (incorporated by reference from
Amendment No. 1 to MidAmerican's Annual Report on Form 10-K/A
for the year ended December 31, 1998).
3.4 Articles of Amendment to the Amended and Restated Articles of
Incorporation of MidAmerican, dated as of March 12, 1999
(preferred stock rights) (incorporated by reference from
Amendment No. 1 to MidAmerican's Annual Report on Form 10-K/A
for the year ended December 31, 1998).
3.5 Amended and Restated By-Laws (incorporated by reference to
Exhibit 4.3 of MidAmerican's Form S-8, dated March 19, 1999,
Registration No. 333-74691).
4.1 Fourth Supplemental Indenture dated March 12, 1999 between
Registrant and IBJ Whitehall Bank & Trust Company, as
Trustee.
5.1 Opinion of John A. Rasmussen, Jr.
5.2 Opinion of Willkie Farr & Gallagher.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of John A. Rasmussen, Jr. (included in Exhibit 5.1).
23.3 Consent of Willkie Farr & Gallagher (included in Exhibit
5.2).
24.1 Power of Attorney
- ----------------------------------------------------------------------
* All other exhibits were previously filed as exhibits to, and are listed in,
the Registration Statement on Form S-3 to which this is Post-Effective
Amendment No. 1.
Item 17 Undertakings.
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the SEC by such registrants pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrants pursuant to the provisions described in Item 15 or otherwise, the
Registrants have been advised that in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of expenses
incurred or paid by a director, officer, or controlling person of the
Registrants 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 Registrants will, unless in the opinion of
their 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 and will be
governed by the final adjudication of such issue.
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<PAGE>
(d) The undersigned Registrants hereby undertake that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule
430A and contained in a form of prospectus filed by the Registrants
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this Registration Statement as of the
time it was declared effective; and
(2) For purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
(e) The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust
Indenture Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 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, Iowa on May 11, 1999.
MIDAMERICAN ENERGY HOLDINGS COMPANY
By: /s/ David L. Sokol
----------------------
Name: David L. Sokol
Title: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ David L. Sokol Chairman of the Board, May 11, 1999
- ------------------ Chief Executive Officer
David L. Sokol and Director
(Principal Executive Officer)
/s/ Patrick J. Goodman Senior Vice President and May 11, 1999
- ----------------------- Chief Financial Officer
Patrick J. Goodman (Principal Financial Officer and
Principal Accounting Officer)
* Director May 11, 1999
- ----------------------
Edgar D. Aronson
* Director May 11, 1999
- ----------------------
Judith E. Ayres
* Director May 11, 1999
- ----------------------
Terry E. Branstad
* Director May 11, 1999
- ----------------------
Stanley J. Bright
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<PAGE>
* Director May 11, 1999
- ----------------------
Jack W. Eugster
* Director May 11, 1999
- ----------------------
Richard R. Jaros
Director May __, 1999
- ----------------------
David R. Morris
* Director May 11, 1999
- ----------------------
Robert L. Peterson
* Director May 11, 1999
- ----------------------
Bernard W. Reznicek
* Director May 11, 1999
- ----------------------
John R. Shiner
* Director May 11, 1999
- ----------------------
Walter Scott, Jr.
* Director May 11, 1999
- ----------------------
John R. Shiner
* Director May 11, 1999
- ----------------------
Neville G. Trotter
* Director May 11, 1999
- ----------------------
David E. Wit
*By: /s/ Steven A. McArthur
---------------------------
Steven A. McArthur
Attorney-in-Fact
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 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, Iowa on May 11, 1999.
CALENERGY CAPITAL TRUST IV
By: /s/ David L. Sokol
-----------------------
Name: David L. Sokol
Title: Trustee
By: /s/ Gregory A. Abel
------------------------
Name: Gregory A. Abel
Title: Trustee
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 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, Iowa on May 11, 1999.
CALENERGY CAPITAL TRUST V
By: /s/ David L. Sokol
-----------------------
Name: David L. Sokol
Title: Trustee
By: /s/ Gregory A. Abel
------------------------
Name: Gregory A. Abel
Title: Trustee
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 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, Iowa on May 11, 1999.
CALENERGY CAPITAL TRUST VI
By: /s/ David L. Sokol
-----------------------
Name: David L. Sokol
Title: Trustee
By: /s/ Gregory A. Abel
------------------------
Name: Gregory A. Abel
Title: Trustee
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<PAGE>
Exhibit Index*
--------------
Exhibit No. Description of Exhibit
- ----------- ----------------------
2.1 Agreement and Plan of Merger, dated as of August 11, 1998,
among CalEnergy Company, Inc., Maverick Reincorporation Sub,
Inc., MidAmerican Energy Holdings Company and MAVH Inc.,
(incorporated by reference from Annex I to the Joint Proxy
Statement dated September 25, 1998 of CalEnergy).
2.2 Agreement and Plan of Merger, dated as of March 12, 1999,
between CalEnergy, Inc. and Maverick Reincorporation Sub,
Inc. (incorporated by reference from the Registrant's Current
Report on Form 8-K, dated March 12, 1999).
3.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference from Annex VI to the
Joint Proxy Statement dated September 25, 1998 of CalEnergy).
3.2 Articles of Merger of Maverick Reincorporation Sub, Inc. and
CalEnergy Company, Inc. effective as of March 12, 1999
(incorporated by reference from Amendment No. 1 to the
Registrant's Annual Report on Form 10-K/A for the year ended
December 31, 1998).
3.3 Articles of Amendment to the Amended and Restated Articles of
Incorporation of Maverick Reincorporation Sub, Inc.,
effective as of March 12, 1999 (name change to MidAmerican
Energy Holdings Company) (incorporated by reference from
Amendment No. 1 to the Registrant's Annual Report on Form
10-K/A for the year ended December 31, 1998).
3.4 Articles of Amendment to the Amended and Restated Articles of
Incorporation of the Registrant, dated as of March 12, 1999
(preferred stock rights) (incorporated by reference from
Amendment No. 1 to the Registrant's Annual Report on Form
10-K/A for the year ended December 31, 1998).
3.5 Amended and Restated By-Laws (incorporated by reference to
Exhibit 4.3 of the Registrant's Form S-8, dated March 19,
1999, Registration No. 333-74691).
4.1 Fourth Supplemental Indenture dated March 12, 1999 between
Registrant and IBJ Whitehall Bank & Trust Company, as
Trustee.
<PAGE>
5.1 Opinion of John A. Rasmussen, Jr.
5.2 Opinion of Willkie Farr & Gallagher.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of John A. Rasmussen, Jr. (included in Exhibit 5.1).
23.3 Consent of Willkie Farr & Gallagher (included in Exhibit
5.2).
24.1 Power of Attorney.
- ----------
* All other exhibits were previously filed as exhibits to, and are listed in,
the Registration Statement on Form S-3 to which this is Post-Effective Amendment
No. 1.
<PAGE>
===================================================================
CALENERGY COMPANY, INC.,
as Issuer
MAVERICK REINCORPORATION SUB, INC.
(Successor to CALENERGY COMPANY, INC.
and
to be known as MIDAMERICAN ENERGY HOLDINGS COMPANY)
and
IBJ WHITEHALL BANK & TRUST COMPANY,
as Trustee
----------------------------------------
FOURTH
SUPPLEMENTAL INDENTURE
Dated as of March 12, 1999
Amending
INDENTURE
Dated as of October 15, 1997
----------------------------------------
SENIOR DEBT SECURITIES
===================================================================
<PAGE>
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of March 12, 1999 (herein
called the "Supplement"), by and between CALENERGY COMPANY, INC., a Delaware
corporation (herein called the "Issuer"), MAVERICK REINCORPORATION SUB, INC., an
Iowa corporation and the successor-in-interest to the Issuer ("Maverick") and
IBJ WHITEHALL BANK & TRUST COMPANY (formerly known as IBJ Schroder bank & Trust
Company), a New York banking corporation, as trustee (herein called the
"Trustee").
RECITALS OF THE ISSUER
----------------------
WHEREAS, the Issuer and the Trustee executed and delivered the Indenture,
dated as of October 15, 1997 (as amended and modified from time through the date
hereof, the "Indenture"), providing for the issuance thereunder by the Issuer
and the authentication and delivery by the Trustee, of the Issuer's unsecured
Senior Debt Securities in one or more series;
WHEREAS, the Issuer and the Trustee entered into the First Supplemental
Indenture, dated as of October 28, 1997, for the issuance of $350,000,000
aggregate principal amount of its 7.63% Senior Notes due 2007;
WHEREAS, the Issuer and the Trustee entered into a Second Supplemental
Indenture, dated as of September 22, 1998 for the issuance of (a) $215,000,000
aggregate principal amount of its 6.96% Senior Notes due 2003, (b) $260,000,000
aggregate principal amount of its 7.23% Senior Notes due 2005, (c) $450,000,000
aggregate principal amount of its 7.52% Senior Notes due 2008 and (d)
$475,000,000 aggregate principal amount of its 8.48% Senior Bonds due 2028;
WHEREAS, the Issuer and the Trustee have entered into a Third Supplemental
Indenture, dated as of November 13, 1998, for the issuance of $100,000,000
aggregate principal amount of its 7.52% Senior Notes due 2008, Series B;
WHEREAS, the Issuer entered into an Agreement and Plan of Merger, dated as
of August 11, 1998, with MidAmerican Energy Holdings Company, an Iowa
corporation ("MidAmerican"), Maverick and MAVH Inc., an Iowa corporation and
wholly-owned subsidiary of the Issuer ("Merger Sub"), pursuant to which
MidAmerican merged with and into Merger Sub, with Merger Sub being the surviving
entity (the "Merger");
WHEREAS, as a condition to the Merger, the Issuer reincorporated in the
State of Iowa by means of a merger with and into Maverick, with Maverick being
the surviving entity (the "Reincorporation"); and
WHEREAS, as a result of and after the Reincorporation, Maverick will change
its name to MidAmerican Energy Holdings Company; and
WHEREAS, Section 901 of the Indenture provides for the execution and
delivery by the Issuer and, subject to the provisions of Section 903 of the
Indenture, by the Trustee, of one or more supplemental indentures, without the
consent of the Holders of the Securities, for the purposes specified therein;
and
WHEREAS, pursuant to the provisions of Section 801, the Issuer is permitted
to merge into another person in a transaction in which the Issuer is not the
surviving entity, upon the satisfaction of
<PAGE>
certain conditions including that the Surviving Entity and the Trustee enter
into a supplemental indenture, in order that the successor entity expressly
assume the due and punctual payment of the principal (and premium, if any) and
interest on the Securities and the performance of the Issuer's covenants and
obligations under the Indenture and the Securities, which supplemental
indenture, pursuant to Section 901 of the Indenture, does not require the
consent of the Holders of the Securities; and
WHEREAS, pursuant to the provisions of Section 801, Maverick wishes by this
Supplement to evidence its succession to the Issuer and its assumption of the
covenants of the Issuer contained in the Indenture and the Securities and,
pursuant to the provisions of Section 802, Maverick shall be the Surviving
Entity and succeed to, and be substituted for, and may exercise every right and
power of, the Issuer under the Indenture; and
WHEREAS, all things necessary to make this Supplement, when executed and
delivered by the Trustee, the valid agreement of the Issuer and Maverick in
accordance with its terms have been done.
NOW, THEREFORE, for and in consideration of premises, Maverick and the
Trustee mutually covenant and agree for the equal and proportional benefit of
the Holders from time to time of the Securities as follows:
SECTION 1. Definitions. Except as otherwise expressly provided herein, all
capitalized words and terms used herein shall have the respective meanings
ascribed thereto in Article One of the Indenture.
SECTION 2. Successor Substitution. Pursuant to the provisions of Section
801(i), Maverick hereby acknowledges and agrees that it has succeeded the Issuer
as the Issuer under the Indenture and the Securities, and does hereby assume and
agree to perform, from and after the effective time of the Reincorporation, all
of the obligations of the Issuer under the Indenture and the Securities and does
otherwise agree to be bound by and subject to the terms and provisions of the
Indenture and the Securities in each and every respect as if it had been
initially named as the Issuer therein. Without in any way limiting the
generality of the foregoing, Maverick hereby agrees to be liable for the due and
punctual payment of principal of (and premium, if any) and interest on all of
the Securities and to perform all the Issuer's covenants and obligations under
the Indenture.
SECTION 3. Representations of Maverick Maverick hereby represents and
warrants to the Trustee that as of the date hereof:
(a) Maverick is a corporation validly existing and in good standing under
the laws of the State of Iowa; and
(b) no Default or Event of Default will result or has resulted from the
Reincorporation or the execution and delivery of this Supplement.
SECTION 4. Effectiveness. This Supplement shall take effect on the date
hereof, in accordance with the provisions of Article Nine of the Indenture,
provided, however, that the amendments provided for in this Supplement shall not
become operative unless and until the Reincorporation has been consummated and
Articles of Merger have been filed with the Secretary of State of Iowa and a
Certificate of Merger with the Secretary of State of Delaware in connection with
the Reincorporation. Subject to the foregoing, the provisions of this Supplement
shall be deemed to be, and shall be construed as part of, the Indenture to the
same extent as if set forth fully therein. All references to the Indenture in
the Indenture or in any other
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<PAGE>
agreement, document or instrument delivered in connection therewith or pursuant
thereto shall be deemed to refer to the Indenture as amended by this Supplement.
SECTION 5. Construction with Indenture. All of the covenants, agreements
and provisions of this Supplement shall be deemed to be and construed as part of
the Indenture and vice versa to the same extent as if fully set forth verbatim
therein and herein and shall be fully enforceable in the manner provided in the
Indenture. Except as provided in this Supplement, the Indenture shall remain in
full force and effect and the terms and conditions thereof are hereby confirmed.
SECTION 6. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that
is required under such Act to be part of and govern the Indenture or this
Supplement, the latter provision shall control. If any provision hereof modifies
or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Supplement as so
modified or to be excluded, as the case may be.
SECTION 7. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
SECTION 8. Separability Clause. In case any provision in this Supplement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby, it being intended that all of the provisions hereof shall be
enforceable to the full extent permitted by law.
SECTION 9. Benefits of Supplement and Indenture. Nothing in this Supplement
or the Indenture or in the Securities, express or implied, shall give to any
Person other than the parties hereto and thereto and their successors hereunder
and thereunder and the Holders of Securities, any benefit or any legal or
equitable right, remedy or claim under this Supplement or the Indenture. Neither
this Supplement nor the Indenture may be used to interpret another indenture,
loan agreement or debt agreement of the Issuer, Maverick or any of their
respective Subsidiaries. No such other indenture or loan or debt agreement may
be utilized to interpret this Supplement or the Indenture.
SECTION 10. Governing Law. This Supplement shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 11. No Recourse Against Others. A director, member, managing member
officer, employee, stockholder or incorporator, as such, of the Issuer or
Maverick shall not have any liability for any obligations of the Issuer or
Maverick under this Supplement or for any claim based on, in respect or by
reason of such obligations or their creation.
SECTION 12. Duplicate Originals. All parties may sign any number of copies
or counterparts of this Supplement. Each signed copy or counterpart shall be an
original, but all of them together shall represent the same agreement.
[Signature page follows.]
-3-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed, all as of the day and year first above written.
CALENERGY COMPANY, INC.
By: /s/ Steven A. McArthur
--------------------------
Name: Steven A. McArthur
Title: Executive Vice President and
Secretary
MAVERICK REINCORPORATION SUB, INC.
By: /s/ Steven A. McArthur
--------------------------
Name: Steven A. McArthur
Title: Executive Vice President and
Secretary
IBJ WHITEHALL BANK & TRUST COMPANY,
as Trustee
By: /s/ Stephen J. Giurlando
--------------------------
Name: Steven J. Giurlando
Title: Vice President
<PAGE>
Exhibit 5.1
-----------
[Letterhead of MidAmerican Energy Holdings Company]
May 11, 1999
MidAmerican Energy Holdings Company
666 Grand Avenue
P.O. Box 657
Des Moines, Iowa 50303-0657
Re: MidAmerican Energy Holdings Company
CalEnergy Capital Trust IV
CalEnergy Capital Trust V
CalEnergy Capital Trust VI
Registration Statement on Form S-3 (File No. 333-62697)
-------------------------------------------------------
Ladies and Gentlemen:
I am the Senior Vice President and General Counsel of MidAmerican Energy
Holdings Company, an Iowa corporation (the "Company"). I have served in such
capacity in connection with the Registration Statement on Form S-3, as amended
by Post-Effective Amendment No. 1 thereto (File No. 333-62697) (the
"Registration Statement"), filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, for the registration of the
sale by the Company from time to time of up to $1,926,587,500 aggregate
principal amount of (i) senior debt securities, subordinated debt securities and
convertible junior subordinated debt securities (collectively, the "Debt
Securities") of the Company, (ii) preferred stock, no par value (the "Preferred
Stock"), of the Company, (iii) common stock, no par value (the "Common Stock"),
of the Company, (iv) convertible preferred securities (the "Convertible
Preferred Securities") of CalEnergy Capital Trust IV, CalEnergy Capital Trust V
and CalEnergy Capital Trust VI, each a statutory business trust created under
the Business Trust Act of the State of Delaware (each, a "Trust" and,
collectively, the "Trusts"), and (v) guarantees of the Convertible Preferred
Securities by the Company.
I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates, and other
instruments as I have deemed necessary or appropriate as a basis for the
opinions set forth herein.
<PAGE>
MidAmerican Energy Holdings Company
CalEnergy Capital Trust IV
CalEnergy Capital Trust V
CalEnergy Capital Trust VI
May 11, 1999
Page 2
In connection with the opinions expressed above, I have assumed that, at or
prior to the time of the delivery of any such security, (i) the Company or the
relevant Trust, as the case may be, shall have duly established the terms of
such security and duly authorized the issuance and sale of such security and
such authorization shall not have been modified or rescinded; (ii) such parties
other than the Company or the relevant Trust shall have the power, corporate or
other, to enter into and perform all obligations in accordance with the
documents to be executed by such parties and I have also assumed that upon the
execution and delivery by such parties of such documents that such documents
shall constitute valid and binding obligations of such parties; (iii) the
Registration Statement shall have been declared effective and such effectiveness
shall not have been terminated or rescinded; and (iv) there shall not have
occurred any change in law affecting the validity or enforceability of such
security. I have also assumed that none of the terms of any security to be
established subsequent to the date hereof, nor the issuance and delivery of such
security, nor the compliance by the Company with the terms of such security will
violate any applicable law or will result in a violation of any provision of any
instrument or agreement then binding upon the Company or the relevant Trust, or
any restriction imposed by any court or governmental body having jurisdiction
over the Company or the relevant Trust.
Based on and subject to the foregoing and to the other qualifications and
limitations set forth herein, I am of the opinion that:
1. Upon designation of the relative rights, preferences and
limitations of any series of Preferred Stock by the Board of Directors
of the Company and the proper filing with the Secretary of State of
the State of Iowa of Articles of Amendment relating to such series of
Preferred Stock, all necessary corporate action on the part of the
Company will have been taken to authorize the issuance and sale of
such series of Preferred Stock proposed to be sold by the Company, and
when such shares of Preferred Stock are issued and delivered in
accordance with the applicable underwriting or other agreement, such
shares of Preferred Stock will be validly issued, fully paid and
non-assessable and enforceable in accordance with their terms, except
as to the extent that enforcement may be limited by (a) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other
similar laws now or hereinafter in effect relating to or affecting the
enforcement of creditors' rights generally and (b) of general
principles of equity (regardless of whether considered in a proceeding
at law or in equity).
<PAGE>
MidAmerican Energy Holdings Company
CalEnergy Capital Trust IV
CalEnergy Capital Trust V
CalEnergy Capital Trust VI
May 11, 1999
Page 3
2. When all necessary corporate action on the part of the Company
has been taken to authorize the issuance and sale of such shares of
Common Stock proposed to be sold by the Company under the Registration
Statement, including upon conversion of the Debt Securities, the
Preferred Stock or the Convertible Preferred Securities, and when such
shares of Common Stock are issued and delivered in accordance with the
applicable underwriting or other agreement, such shares of Common
Stock will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the laws of the State of Iowa and
the federal laws of the United States of America, and I express no opinion with
respect to the laws of any other country, state or jurisdiction.
I hereby consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to the use of my name under the heading "Legal
Matters" in the Registration Statement and in the related prospectus or any
supplemental prospectus thereto.
This opinion is rendered solely to you in connection with the above matter. This
opinion may not be relied upon by you for any other purpose or relied upon by or
furnished to any other person without my prior written consent.
Very truly yours,
/s/ John A. Rasmussen, Jr.
John A. Rasmussen, Jr.
Senior Vice President and General Counsel
<PAGE>
Exhibit 5.2
-----------
[Letterhead of Willkie Farr & Gallagher]
May 11, 1999
MidAmerican Energy Holdings Company
666 Grand Avenue
P.O. Box 657
Des Moines, Iowa 50303-0657
Re: MidAmerican Energy Holdings Company
CalEnergy Capital Trust IV
CalEnergy Capital Trust V
CalEnergy Capital Trust VI
Registration Statement on Form S-3 (File No. 333-62697)
-------------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel in connection with the Registration Statement
on Form S-3, as amended by Post-Effective Amendment No. 1 thereto (File No.
333-62697) (the "Registration Statement"), filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for the
registration of the sale by MidAmerican Energy Holdings Company, an Iowa
corporation (the "Company"), from time to time of up to $1,926,587,500 aggregate
principal amount of (i) senior debt securities and convertible junior
subordinated debt securities (collectively, the "Debt Securities") of the
Company, (ii) preferred stock, no par value (the "Preferred Stock"), of the
Company, (iii) common stock, no par value (the "Common Stock"), of the Company,
(iv) convertible preferred securities (the "Convertible Preferred Securities")
of CalEnergy Capital Trust IV, CalEnergy Capital Trust V and CalEnergy Capital
Trust VI, each a statutory business trust created under the Business Trust Act
of the State of Delaware (each, a "Trust" and, collectively, the "Trusts"), and
(v) guarantees of the Convertible Preferred Securities by the Company (the
"Guarantees"). The senior Debt Securities are to be issued pursuant to an
Indenture (the "Senior Debt Indenture") between the Company and IBJ Whitehall
Bank & Trust Company, as trustee. The convertible junior subordinated Debt
Securities are to be issued pursuant to an Indenture (the "Convertible Junior
Subordinated Debt Indenture") between the Company and The Bank of New York, as
trustee. The Senior Debt Indenture and the Convertible Junior Subordinated Debt
Indenture are referred to herein collectively as the "Indentures."
<PAGE>
MidAmerican Energy Holdings Company
CalEnergy Capital Trust IV
CalEnergy Capital Trust V
CalEnergy Capital Trust VI
May 11, 1999
Page 2
The Convertible Preferred Securities are to be issued pursuant to an Amended and
Restated Declaration of Trust among the Company, as sponsor, The Bank of New
York, as property trustee, The Bank of New York (Delaware), as Delaware trustee,
and certain individuals named therein as the initial regular trustees.
We have examined originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records, certificates, and other
instruments as we have deemed necessary or appropriate as a basis for the
opinions set forth herein.
In connection with the opinions expressed above, we have assumed that, at or
prior to the time of the delivery of any such security, (i) the Company or the
relevant Trust, as the case may be, shall have duly established the terms of
such security and duly authorized the issuance and sale of such security and
such authorization shall not have been modified or rescinded; (ii) such parties
other than the Company or the relevant Trust shall have the power, corporate or
other, to enter into and perform all obligations in accordance with the
documents to be executed by such parties and we have also assumed that upon the
execution and delivery by such parties of such documents that such documents
shall constitute valid and binding obligations of such parties; (iii) the
Registration Statement shall have been declared effective and such effectiveness
shall not have been terminated or rescinded; and (iv) there shall not have
occurred any change in law affecting the validity or enforceability of such
security. We have also assumed that none of the terms of any security to be
established subsequent to the date hereof, nor the issuance and delivery of such
security, nor the compliance by the Company with the terms of such security will
violate any applicable law or will result in a violation of any provision of any
instrument or agreement then binding upon the Company or the relevant Trust, or
any restriction imposed by any court or governmental body having jurisdiction
over the Company or the relevant Trust.
Based on and subject to the foregoing and to the other qualifications and
limitations set forth herein, we are of the opinion that:
1. When the Indentures and any supplemental indenture to be
entered into in connection with the issuance of any Debt Security have
been duly authorized, executed and delivered by the relevant trustee
and the Company, the specific terms of a particular Debt Security have
been duly authorized and established in accordance with the applicable
Indenture and such Debt Security has been duly authorized, executed,
authenticated, issued and delivered in accordance with the applicable
Indenture and the applicable underwriting or other agreement, such
Debt Security will constitute a valid and binding obligation of the
Company, enforceable in accordance with its terms, except as to the
extent that enforcement may be limited by (a) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or similar other
laws now or hereinafter in effect relating to or affecting the
enforcement of creditors' rights generally and (b) of general
principles of equity (regardless of whether considered in a proceeding
at law or in equity).
<PAGE>
MidAmerican Energy Holdings Company
CalEnergy Capital Trust IV
CalEnergy Capital Trust V
CalEnergy Capital Trust VI
May 11, 1999
Page 3
2. When the Guarantees have been duly authorized by the Company,
the Guarantees have been duly executed and delivered by the Company
and the Preferred Securities have been duly issued and delivered by
the applicable Trust as contemplated by the Registration Statement and
any prospectus supplement relating thereto, the Guarantees will
constitute valid and binding obligations of the Company, enforceable
in accordance with their terms, except to the extent that enforcement
may be limited by (a) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar other laws now or hereinafter in
effect relating to or affecting the enforcement of creditors' rights
generally and (b) general principles of equity (regardless of whether
considered in a proceeding at law or in equity).
The opinions expressed herein are limited to the laws of the State of New York,
the General Corporation Law of the State of Delaware and the federal laws of the
United States of America, and we express no opinion with respect to the laws of
any other country, state or jurisdiction.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the use of our name under the
heading "Legal Matters" in the Registration Statement and in the related
prospectus or any supplemental prospectus thereto.
This opinion is rendered solely to you in connection with the above matter. This
opinion may not be relied upon by you for any other purpose or relied upon by or
furnished to any other person without our prior written consent.
Very truly yours,
/s/ Willkie Farr & Gallagher
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-62697 of MidAmerican Energy Holdings
Company, CalEnergy Capital Trust IV, CalEnergy Capital Trust V and CalEnergy
Capital Trust VI on Form S-3 of our report dated January 28, 1999 (March 12,
1999 as to Note 3 and Note 21), appearing and incorporated by reference in the
Annual Report on Form 10-K of MidAmerican Energy Holdings Company for the year
ended December 31, 1998.
DELOITTE & TOUCHE
Omaha, Nebraska
May 6, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors
and/or officers of MidAmerican Energy Holdings Company, an Iowa corporation (the
"Company"), and/or trustees and/or officers of CalEnergy Capital Trust II,
CalEnergy Capital Trust III, CalEnergy Capital Trust IV, CalEnergy Capital Trust
V and/or CalEnergy Capital Trust VI, each a Delaware business trust
(collectively, with the Company, the "Registrants"), constitutes and appoints
Steven A. McArthur his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the Registration Statements of the
Registrants (Reg. Nos. 33-26296, 33-38431, 33-41152, 33-44934, 33-52147,
33-64897, 333-30395, 333-30537, 333-45615 and 333-62697), and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 11th day of May 1999.
-------------------------
David L. Sokol
/s/ Edgar D. Aronson
-------------------------
Edgar D. Aronson
/s/ Judith E. Ayres
-------------------------
Judith E. Ayres
/s/ Terry E. Branstad
-------------------------
Terry E. Branstad
/s/ Stanley J. Bright
-------------------------
Stanley J. Bright
<PAGE>
/s/ Jack W. Eugster
-------------------------
Jack W. Eugster
/s/ Richard R. Jaros
-------------------------
Richard R. Jaros
-------------------------
David R. Morris
/s/ Robert L. Peterson
-------------------------
Robert L. Peterson
/s/ Bernard W. Reznicek
-------------------------
Bernard W. Reznicek
/s/ Walter Scott, Jr.
-------------------------
Walter Scott, Jr.
/s/ John R. Shiner
-------------------------
John R. Shiner
/s/ Neville G. Trotter
-------------------------
Neville G. Trotter
/s/ David E. Wit
-------------------------
David E. Wit
-2-
