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As filed with the Securities and Exchange Commission on April 18, 2000
Registration No. 333-62697
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.)
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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)
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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
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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.
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EXPLANATORY NOTE
On March 14, 2000, MidAmerican Energy Holdings Company, an Iowa corporation
("MidAmerican"), consummated a going-private transaction (the "Merger") in which
a newly formed entity merged with and into MidAmerican. As a result of the
Merger, the common stock, no par value, of MidAmerican ceased to trade on The
New York Stock Exchange and became eligible for delisting from The New York
Stock Exchange and termination of registration pursuant to Section 12(g)(4) and
Rule 12h-3 of the Securities Exchange Act of 1934, as amended. Accordingly on
March 14, 2000, MidAmerican filed a Certification and Notice of Termination of
Registration on Form 15 with the Securities and Exchange Commission.
The purpose of this Post-Effective Amendment No. 2 to the Registration
Statement on Form S-3 (Registration File No. 333-62697) is to terminate the
effectiveness of such Registration Statement and to deregister all of the
securities originally registered thereby which remain outstanding as of such
termination.
<PAGE>
Part II
Item 16 Exhibits
The following exhibit is filed as part of the Registration Statement hereby
amended*:
Exhibit No. Description of Exhibit
- ----------- ----------------------
24.2 Power of Attorney
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* 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. 2, or the Post-Effective Amendment No. 1 to that Registration Statement.
II-1
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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. 2
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Des Moines, Iowa on April 18, 2000.
MIDAMERICAN ENERGY HOLDINGS COMPANY
By: *
------------------------------
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 Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
* Chairman of the Board, April 18, 2000
- ------------------------- Chief Executive Officer
David L. Sokol and Director
(Principal Executive Officer)
* Senior Vice President and Chief April 18, 2000
- ------------------------- Financial Officer
Patrick J. Goodman (Principal Financial Officer and
Principal Accounting Officer)
* President, Chief Operating April 18, 2000
- ------------------------- Officer and Director
Gregory E. Abel
* Director April 18, 2000
- -------------------------
Edgar D. Aronson
* Director April 18, 2000
- -------------------------
John K. Boyer
* Director April 18, 2000
- -------------------------
Stanley J. Bright
* Director April 18, 2000
- -------------------------
Warren E. Buffett
II-2
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* Director April 18, 2000
- -------------------------
Marc D. Hamburg
* Director April 18, 2000
- -------------------------
Richard R. Jaros
* Director April 18, 2000
- -------------------------
David Scott
* Director April 18, 2000
- -------------------------
Walter Scott, Jr.
*By: /s/ Steven A. McArthur
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Steven A. McArthur
Attorney-in-Fact
II-3
<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. 2
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Des Moines, Iowa on April 18, 2000.
CALENERGY CAPITAL TRUST IV
By: *
------------------------------
Name: David L. Sokol
Title: Trustee
By: *
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Name: Gregory E. Abel
Title: Trustee
*By: /s/ Steven A. McArthur
------------------------------
Steven A. McArthur
Attorney-in-Fact
II-4
<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. 2
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Des Moines, Iowa on April 18, 2000.
CALENERGY CAPITAL TRUST V
By: *
------------------------------
Name: David L. Sokol
Title: Trustee
By: *
------------------------------
Name: Gregory E. Abel
Title: Trustee
*By: /s/ Steven A. McArthur
------------------------------
Steven A. McArthur
Attorney-in-Fact
II-5
<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. 2
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Des Moines, Iowa on April 18, 2000.
CALENERGY CAPITAL TRUST VI
By: *
------------------------------
Name: David L. Sokol
Title: Trustee
By: *
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Name: Gregory E. Abel
Title: Trustee
*By: /s/ Steven A. McArthur
------------------------------
Steven A. McArthur
Attorney-in-Fact
II-6
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Exhibit Index*
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Exhibit No. Description of Exhibit
- ----------- ----------------------
24.2 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. 2, or the Post-Effective Amendment No. 1 to that Registration Statement.
<PAGE>
Exhibit 24.2
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,
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"), and/or
administrators of MidAmerican Energy Company Retirement Savings Plan,
MidAmerican Energy Company 401(k) Plan for Bargaining Employees, MidAmerican
Energy Company 1995 Long Term Incentive Plan, Amended and Restated 1986 Stock
Option Plan, 401(k) Plan, Executive Option Agreement, 1994 Employee Stock
Purchase Plan, Restricted Stock Grant for David L. Sokol, 1996 Stock Option
Plan, Non-Employee Director Stock Option Election Plan, Nonqualified Employee
Stock Options and/or Money Purchase Pension Plan, each a plan of the Company,
constitutes and appoints Steven A. McArthur his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his 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. 333-74691, 33-26296, 33-38431, 33-41152, 33-44934,
33-52147, 33-64897, 333-30395, 333-62697, 333-08315, 333-30537 and 333-45615),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and any
documents relating to the qualification or registration under state Blue Sky or
securities laws of such states, 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 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 hand this 18th day
of April 2000.
/s/ David L. Sokol /s/ Patrick J. Goodman
- ----------------------------- ------------------------------
David L. Sokol Patrick J. Goodman
/s/ Gregory E. Abel /s/ Warren E. Buffett
- ----------------------------- ------------------------------
Gregory E. Abel Warren E. Buffett
/s/ Douglas L. Anderson /s/ Marc D. Hamburg
- ----------------------------- ------------------------------
Douglas L. Anderson Marc D. Hamburg
/s/ Edgar D. Aronson /s/ Richard R. Jaros
- ----------------------------- ------------------------------
Edgar D. Aronson Richard R. Jaros
/s/ John K. Boyer /s/ David Scott
- ----------------------------- ------------------------------
John K. Boyer David Scott
/s/ Stanley J. Bright /s/ Walter Scott, Jr.
- ----------------------------- ------------------------------
Stanley J. Bright Walter Scott, Jr.
