SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 14, 2000
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Date of Report (Date of Earliest Event Reported)
MidAmerican Energy Holdings Company
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(Exact Name of Registrant as Specified in Charter)
Iowa 0-25551 94-2213782
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(State or Other Jurisdiction Commission File (IRS Employer
of Incorporation) Number) Identification No.)
666 Grand Avenue
Des Moines, Iowa 50309
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(Address of Principal Executive Offices and Zip Code)
(515) 242-4300
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant.
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On March 14, 2000, MidAmerican Energy Holdings Company, an Iowa
corporation ("MidAmerican"), announced that an investor group including
Berkshire Hathaway Inc., Walter Scott, Jr. and David L. Sokol had completed
its acquisition of MidAmerican pursuant to a previously disclosed Agreement
and Plan of Merger, dated as of October 24, 1999 (the "Merger Agreement"),
among MidAmerican, Teton Formation L.L.C. ("Parent") and Teton Acquisition
Corp. ("Acquisition"). Pursuant to the Merger Agreement, Acquisition was
merged with and into MidAmerican, and each outstanding share of
MidAmerican's common stock (other than shares held by MidAmerican, Parent
and Acquisition and their subsidiaries and other than dissenting shares)
was converted into the right to receive $35.05 per share in cash, without
interest.
A copy of the press release announcing the consummation of the
merger is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
99.1 Press Release, dated March 14, 2000.
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.
Date: March 14, 2000
MIDAMERICAN ENERGY HOLDINGS
COMPANY
By: /s/Steven A. McArthur
Name: Steven A. McArthur
Title: Senior Vice President,
Mergers and Acquisitions
Exhibit Index
Exhibit Description
99.1 Press Release, dated March 14, 2000.
FOR IMMEDIATE RELEASE
For more information, contact:
Kevin Waetke, Director, Corporate Communications (515) 281-2785
Jodie Stephens, Director, Investor Relations (515) 281-2204
BERKSHIRE HATHAWAY, WALTER SCOTT, JR. AND DAVID L. SOKOL COMPLETE
ACQUISITION OF MIDAMERICAN ENERGY HOLDINGS COMPANY
Des Moines, Iowa - March 14, 2000 - MidAmerican Energy Holdings Company
(NYSE: MEC, PCX and London) announced today that an investor group that
includes Berkshire Hathaway Inc., Omaha, Nebraska businessman Walter Scott,
Jr., and David L. Sokol, MidAmerican's chairman and chief executive
officer, has completed its acquisition of MidAmerican pursuant to a
previously announced merger agreement.
In accordance with the merger agreement, MidAmerican's common shareholders
(other than the members of the investor group and shareholders who have
perfected dissenters' rights) will receive $35.05 per share in cash. The
per-share purchase price represents a 29% premium over the closing price of
$27.25 on Friday, October 22, 1999, the last trading day prior to the
merger agreement announcement. With the completion of the transaction,
MidAmerican is now a privately owned company with publicly traded fixed-
income securities. MidAmerican's common stock, traded under the symbol
MEC, after today will no longer be traded on the New York Stock Exchange,
the Pacific Exchange or the London Stock Exchange.
"We will now be better able to make strategic decisions for the long-term
benefit of the company, its employees, the communities we serve and our
customers," said David Sokol. "We feel this investment by Berkshire
Hathaway is a ringing endorsement of our strategy by one of the most
successful investment entities ever created."
As previously announced, the transaction was approved by MidAmerican's
shareholders on January 27, 2000, and has received all required regulatory
approvals. Regulators will continue to oversee MidAmerican's utility
operations.
Sokol added that MidAmerican would continue its focus on targeted growth,
competing in a restructured environment, actively supporting the
communities in which it does business, and providing high-quality service
to its customers.
The Company's name stays the same and headquarters will continue to be
located in Des Moines, Iowa, with the office of the chairman and chief
executive officer remaining in Omaha, Nebraska, to focus on strategic
planning, mergers and acquisitions, and global development.
Berkshire Hathaway and its subsidiaries engage in a number of diverse
business activities among which the most important is the property and
casualty insurance business conducted on both a direct and reinsurance
basis. Common stock of the company is listed on the New York Stock
Exchange, trading symbols BRK.A and BRK.B.
MidAmerican Energy Holdings Company, headquartered in Des Moines, Iowa,
USA, has approximately 9,7000 employees. Through its retail utility
subsidiaries, MidAmerican Energy in the U.S. and Northern Electric in the
U.K., the company provides electric service to approximately 2 million
customers and natural gas service to 1.2 million customers worldwide. The
company manages, owns interests and has under contract approximately 9,700
net megawatts of diversified power generation facilities in operation,
construction and development. Information about MidAmerican and its three
principal subsidiary companies is available on the Internet at
http://www.midamerican.com.
Certain information included in this release 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 company to differ
materially from any expected future results or performance, expressed or
implied, by the forward-looking statements. In connection with the safe
harbor provisions of the Reform Act, the company 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 geothermal resources,
uncertainties relating to domestic and international 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 company's SEC filings, including the company's Report on
Form 8-K dated March 26, 1999, incorporated herein by reference, for a
description of such factors. The company assumes no responsibility to
update forward-looking information contained herein.
