Securities and Exchange Commission
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act 1934
Date of Report February 26, 1999
(Date of earliest event reported)
MidAmerican Energy Holdings Company
(Exact name of registrant as specified in its charter)
Iowa 1-9874
94-2213782
(State of other (Commission File (IRS
Employer
jurisdiction of Number)
Identification No.)
incorporation)
666 Grand Avenue Des Moines, Iowa
50309
(Address of principal executive offices)
Zip Code
Registrant's Telephone Number, including area code: (515) 242-
4000
N/A
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On February 26, 1999, the Registrant announced that it had
completed the sale of its ownership interest in the Coso
geothermal projects to Caithness Energy LLC for a cash sale price
of $205 million plus $5 million of contingent payments and the
assumption of $67 million of project debt. A copy of the press
release issued by the Registrant is attached hereto as Exhibit 1.
On March 3, 1999, the Registrant announced that it closed
the sale of 50% of its ownership interests in CE Generation LLC
to El Paso Power Holding Company, an affiliate of El Paso Energy
Corporation. The consideration for the sale was $259.6 million
(subject to adjustments) comprised of $236.1 million in cash
along with the assumption of 50% of the Registrant's required
project equity contributions totaling $23.5 million for the two
CE Generation facilities currently in construction. A copy of
the press release issued by the Registrant is attached hereto as
Exhibit 2.
Certain information included in this report contains forward-
looking statements made pursuant to the Private Securities
Litigation Reform Act of 1995 ("Reform Act"). Such statements
are based on current expectations and involve a number of known
and unknown risks and uncertainties that could cause the actual
results and performance of the Registrant to differ materially
from any expected future results or performance, expressed or
implied, by the forward-looking statements including expectations
regarding the future results of operations of Registrant. In
connection with the safe harbor provisions of the Reform Act, the
Registrant has identified important factors that could cause
actual results to differ materially from such expectations,
including development uncertainty, operating uncertainty,
acquisition uncertainty, uncertainties relating to doing business
outside of the United States, uncertainties relating to
geothermal resources, uncertainties relating to domestic and
international (and in particular, Indonesian) economic and
political conditions and uncertainties regarding the impact of
regulations, changes in government policy, industry deregulation
and competition. Reference is made to all of the Registrant's
SEC Filings, including the Proxy Statement and the Registrant's
Report on Form 8-K dated March 6, 1998, incorporated herein by
reference, for a description of such factors. The Company
assumes no responsibility to update forward-looking information
contained herein.
Item 7. Financial Statements and Exhibits
Exhibit 1 - Press Release dated February 26, 1999
Exhibit 2 - Press Release dated March 3, 1999
The required proforma financial information will be filed at
a later date as part of an amendment to this Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
MidAmerican Energy Holdings Company
By: \s\ Douglas L. Anderson
Douglas L. Anderson
Assistant Secretary and
Assistant General Counsel
Dated: March 15, 1999
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
MidAmerican Energy Holdings Company
By: ______________________________
Douglas L. Anderson
Assistant Secretary and
Assistant General Counsel
Dated: March 15, 1999
EXHIBIT 1
FOR IMMEDIATE RELEASE
CalEnergy Closes Sale to Caithness Energy of Coso Power Projects
OMAHA, NEBRASKA, February 26, 1999 -- CalEnergy Company,
Inc. ("CalEnergy" or the "Company") (NYSE: CE; PCX; London)
announced today that it closed the sale of all of its ownership
interests in the Coso geothermal power projects (the "Projects")
to Caithness Energy LLC ("Caithness") for an aggregate
consideration of $277 million dollars. The price is comprised of
$205 million in cash and $5 million in contingent payments along
with the assumption of CalEnergy's affiliate's share of Project
debt totaling $67 million.
All ownership interests and management of the Coso Projects
have been transferred to Caithness, effective today, including
indirect interests in Coso Finance Partners (Navy I), Coso Energy
Developers (BLM) and Coso Power Developers (Navy II).
"These recent accomplishments by our Company represent some
of the final steps taken in the diligent pursuit to successfully
conclude the merger with MidAmerican," said David L. Sokol,
Chairman and Chief Executive Officer of CalEnergy. "Our strategy
for growth will remain as important to our future, as it has in
our past. We remain focused and committed to becoming a leading
global provider of a full range of energy services."
"We look forward to the opportunity to build upon Coso's
strong performance," said James Bishop, Sr., Chairman of
Caithness. "Renewable forms of energy will become more important
as we enter the 21st century and we believe Coso is one of the
premier renewable resources in the U.S."
CalEnergy Company, Inc. is a global energy company that
manages and owns interests in approximately 5,000 net megawatts
of power generation facilities in operation, construction and
development worldwide. The Company develops and produces energy
from diversified fuel sources including geothermal, natural gas
and hydroelectric. Through its subsidiary Northern Electric,
CalEnergy supplies and distributes electricity and gas to
approximately 2.0 million customers in the United Kingdom.
CalEnergy conducts business in the U.S., U.K., the Philippines,
Indonesia, Poland and Australia and employs more than 4,400
people worldwide. For the year ended December 31, 1998,
CalEnergy generated revenues of nearly $2.7 billion and at
December 31, 1998 had assets of approximately $9.1 billion.
Caithness is a privately owned developer and owner of
interests in 15 operating power plants with a combined capacity
of over 1,000 megawatts of electricity. Caithness is based in
New York City specializing in natural resource exploration and
power plant development around the world.
Press Contacts:
CalEnergy Company, Inc. Caithness Energy LLC
Craig Hammett - Senior Vice President & CFO 402-341-
4500 James D. Bishop, Jr. 212-921-
9099
Patti McAtee - Director, Corp. Communications 402-341-
4500 Leslie J. Gelber 212-921-
9099
Diana Nelson - Brunswick, Media Relations 212-333-
3810 Christopher T. McCallion 212-921-
9099
www.calenergy.com
EXHIBIT 2
FOR IMMEDIATE RELEASE
Craig Hammett - Senior Vice President, Chief Financial Officer
402-341-4500
Patti McAtee - Director, Corporate Communications
402-341-4500
Diana Nelson - Brunswick
212-333-3810
CalEnergy Closes Sale to El Paso Energy
50% Ownership Interests in 14 Generating Facilities
OMAHA, NEBRASKA, March 3, 1999 -- CalEnergy Company, Inc.
("CalEnergy" or the "Company") (NYSE: CE; PCX; London) announced
today that it closed the sale of 50% of its ownership interests
in CE Generation LLC ("CE Generation") (the holding company for
14 of CalEnergy's U.S. generating facilities) to an affiliate of
El Paso Energy Corporation (NYSE: EPG) ("El Paso Energy") for an
aggregate consideration of $259.6 million, subject to certain
adjustments. The price is comprised of $236.1 million in cash
along with the assumption of 50% of CalEnergy's required project
equity contributions totaling $23.5 million for the two CE
Generation facilities currently in construction and 50% of CE
Generation and project level debt. Prior to closing the sale to
El Paso Energy, CalEnergy received approximately $395 million in
net proceeds from a $400 million debt issuance by CE Generation.
CE Generation, a Delaware limited liability company and
wholly owned subsidiary of CalEnergy, was formed for the purpose
of owning 100% of CalEnergy's interests in 12 U.S. power
generation projects which are qualifying facilities ("QFs") under
PURPA and two additional generating facilities currently in
construction at the Salton Sea. Collectively, the 14 power
projects have a combined electric generating capacity of
approximately 896 net megawatts and include ten geothermal
projects near the Imperial Valley in southern California and four
natural gas-fired cogeneration projects in New York,
Pennsylvania, Texas and Arizona.
"We believe this transaction will be a successful one for
both companies," said David L. Sokol, Chairman of the Board and
Chief Executive Officer of CalEnergy. "El Paso Energy is the
right strategic partner for us and we are excited to begin
working together." Mr. Sokol added, "The completion of this sale
also brings us one step closer to finalizing the pending merger
with MidAmerican Energy."
CalEnergy Company, Inc. is a global energy company that
manages and owns interests in approximately 5,000 net megawatts
of power generation facilities in operation, construction and
development worldwide. The Company develops and produces energy
from diversified fuel sources including geothermal, natural gas
and hydroelectric. Through its subsidiary Northern Electric,
CalEnergy supplies and distributes electricity and gas to
approximately 2.0 million customers in the United Kingdom.
CalEnergy conducts business in the U.S., U.K., the Philippines,
Indonesia, Poland and Australia and employs more than 4,400
people worldwide. For the year ended December 31, 1998,
CalEnergy generated revenues of nearly $2.7 billion and at
December 31, 1998 had assets of approximately $9.1 billion.
www.calenergy.com
