<PAGE>
As filed with the Securities and Exchange Commission on April 18, 2000
Registration No. 333-74691
================================================================================
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 94-2213782
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
-----------
666 Grand Avenue
P.O. Box 657
Des Moines, IA 50309
(515) 242-4000
(Address, including ZIP code, and telephone number, including area code,
of the Registrant's principal executive offices)
-----------
MIDAMERICAN ENERGY COMPANY RETIREMENT SAVINGS PLAN
MIDAMERICAN ENERGY COMPANY 401(K) PLAN FOR BARGAINING EMPLOYEES
MIDAMERICAN ENERGY COMPANY 1995 LONG-TERM INCENTIVE PLAN
(Full title of the Plans)
John A. Rasmussen, Jr., Esq.
Senior Vice President and General Counsel
666 Grand Avenue
P.O. Box 657
Des Moines, IA 50309
(515) 242-4000
(Name, address, including ZIP code, and telephone number, including area code,
of agent for service)
-----------
Copy To:
Peter J. Hanlon, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Per Share Fee
- ---------- ---------- --------- --------------- ------------
See below* N/A* N/A* N/A* N/A*
* No additional securities are to be registered, and registration fees were
paid upon filing of the original Registration Statement No. 333-74691.
Therefore, no further registration fee is required.
<PAGE>
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. 1 to the Registration
Statement on Form S-8 (Registration File No. 333-74691) 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
- ----------- ----------------------
24.1 Power of Attorney
- -------------------
* All other exhibits were previously filed as exhibits to, and are listed in,
the Registration Statement on Form S-8 to which this is Post-Effective Amendment
No. 1.
II-1
<PAGE>
SIGNATURES
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, State of 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, this Post-Effective
Amendment No. 1 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
<PAGE>
* 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
-------------------------
Steven A. McArthur
Attorney-in-Fact
II-3
<PAGE>
Pursuant to the requirements of the Securities Act, the administrator of
the Plans listed below 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, State of Iowa on April 18,
2000.
MIDAMERICAN ENERGY COMPANY RETIREMENT
SAVINGS PLAN
MIDAMERICAN ENERGY COMPANY 401(K) PLAN
FOR BARGAINING EMPLOYEES
MIDAMERICAN ENERGY COMPANY 1995 LONG
TERM INCENTIVE PLAN
of MIDAMERICAN ENERGY HOLDINGS COMPANY
By: *
------------------------------
Name: Patrick J. Goodman
Title: Senior Vice President and Chief
Financial Officer
*By: /s/ Steven A. McArthur
------------------------------
Steven A. McArthur
Attorney-in-Fact
II-4
<PAGE>
Exhibit Index*
--------------
Exhibit No. Description of Exhibit
- ----------- ----------------------
24.1 Power of Attorney
- -------------------
* All other exhibits were previously filed as exhibits to, and are listed in,
the Registration Statement on Form S-8 to which this is Post-Effective Amendment
No. 1.
<PAGE>
Exhibit 24.1
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.
