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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AND
RULE 13E-3 THEREUNDER)
(AMENDMENT NO. 3)
FINAL AMENDMENT
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MIDAMERICAN ENERGY HOLDINGS COMPANY
(Name of the Issuer)
MIDAMERICAN ENERGY HOLDINGS COMPANY WALTER SCOTT, JR.
BERKSHIRE HATHAWAY INC. DAVID L. SOKOL
(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
59562V107
(CUSIP Number of Class of Securities)
STEVEN A. MCARTHUR
MIDAMERICAN ENERGY HOLDINGS COMPANY
302 SOUTH 36TH ST., SUITE 400
OMAHA, NEBRASKA 68131
(402) 341-4500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
Alan C. Myers, Esq. Peter J. Hanlon, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP Willkie Farr & Gallagher
Four Times Square 787 Seventh Avenue
New York, New York 10036 New York, New York 10019
(212) 735-3000 (212) 728-8000
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This statement is filed in connection with (check the appropriate box):
a. |X| The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. |_| The filing of a registration statement under the Securities
Exchange Act of 1933.
c. |_| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. |_|
CALCULATION OF FILING FEE
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TRANSACTION VALUATION*: AMOUNT OF FILING FEE:
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$2,506,725,477 $501,345**
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* For purposes of calculating the filing fee only. This filing fee was
determined based upon the sum of (a) the product of 59,877,313 shares
of MidAmerican common stock and the merger consideration of $35.05 per
share in cash, (b) the product of 9,849,600 shares of MidAmerican
common stock issuable upon conversion of MidAmerican's Convertible
Trust Preferred Securities and the merger consideration of $35.05 per
share in cash and (c) the product of 6,275,897 shares of MidAmerican
common stock subject to outstanding options to purchase MidAmerican
common stock and the difference between $35.05 per share and the
exercise price per share of each of such options. In accordance with
Rule 0-11 under the Securities Exchange Act of 1934, as amended, the
filing fee was determined by multiplying the amount calculated
pursuant to the preceding sentence by 1/50 of one percent.
** Previously paid.
|_| Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
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INTRODUCTION
This Amendment No. 3 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 is being filed with the Securities and Exchange Commission by
MidAmerican Energy Holdings Company ("MidAmerican"), Berkshire Hathaway
Inc., Walter Scott, Jr., a director of MidAmerican, and David L. Sokol,
Chairman and Chief Executive Officer of MidAmerican, and amends and
supplements the Rule 13e- 3 Transaction Statement on Schedule 13E-3 (as
amended by Amendments No. 1 and No. 2 thereto, the "Transaction Statement")
filed by MidAmerican, Teton Formation L.L.C. ("Teton Formation"), Teton
Acquisition Corp. ("Teton Acquisition"), Berkshire Hathaway Inc., Mr. Scott
and Mr. Sokol.
The Transaction Statement relates to the Agreement and Plan of
Merger, dated as of October 24, 1999, among MidAmerican, Teton Formation
and Teton Acquisition. Teton Formation and Teton Acquisition were formed by
an investor group that includes Berkshire Hathaway Inc., Mr. Scott and Mr.
Sokol for the purpose of entering into the merger agreement and completing
the merger. Upon the completion of the merger of Teton Acquisition with and
into MidAmerican (described herein), Teton Formation was dissolved and
Teton Acquisition ceased to have a separate existence. Accordingly, neither
Teton Formation nor Teton Acquisition is a filing party hereto.
The purpose of this Amendment No. 3 is to file a final amendment to
the Transaction Statement to report the results of the Rule 13e-3
transaction pursuant to Rule 13e-3(d)(3).
ITEM 16. ADDITIONAL INFORMATION
On March 14, 2000, MidAmerican and Teton Acquisition filed Articles
of Merger with the Secretary of State of the State of Iowa, pursuant to
which Teton Acquisition was merged with and into MidAmerican. The merger
became effective as of the date of filing of the Articles of Merger, at
which time each outstanding share of common stock of MidAmerican (other
than shares held by MidAmerican, Teton Formation or Teton Acquisition or
their subsidiaries, Mr. Sokol, Mr. Gregory E. Abel, the President of
MidAmerican, and shares for which dissenters' rights have been perfected in
accordance with Iowa law) was automatically converted into the right to
receive $35.05 in cash, without interest, upon surrender of the certificate
for such share to MidAmerican's disbursing agent.
As a result of the merger, on March 14, 2000, the common stock of
MidAmerican was delisted from the New York Stock Exchange, the Pacific
Exchange and the London Stock Exchange and became eligible for termination
of registration under Rules 12g-4 and 12h-3 of the Securities Exchange Act
of 1934. MidAmerican filed a Form 15 with the Securities and Exchange
Commission on March 14, 2000.
After due inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and
correct.
Dated: March 24, 2000
MIDAMERICAN ENERGY HOLDINGS COMPANY
By: /s/ Steven A. McArthur
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Name: Steven A. McArthur
Title:Senior Vice President
BERKSHIRE HATHAWAY INC.
By: /s/ Marc D. Hamburg
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Name: Marc D. Hamburg
Title:Vice President
/s/ Walter Scott, Jr.
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Walter Scott, Jr.
/s/ David L. Sokol
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David L. Sokol
