-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TB2x4AAtzdKv2dtkBt34D3HuXnbkdm7jEmSRrA8fBKKvR8tcq/zlIv9CSoKZuZU/ zIFPWTozICvcOV+bjPmgyw== 0000899140-99-000346.txt : 19990514 0000899140-99-000346.hdr.sgml : 19990514 ACCESSION NUMBER: 0000899140-99-000346 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 6 REFERENCES 429: 333-45615 FILED AS OF DATE: 19990511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID AMERICAN ENERGY HOLDINGS CO /NEW/ CENTRAL INDEX KEY: 0001081316 STANDARD INDUSTRIAL CLASSIFICATION: 4900 IRS NUMBER: 942213782 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-45615-99 FILM NUMBER: 99617202 BUSINESS ADDRESS: STREET 1: 666 GRAND AVE STREET 2: PO BOX 657 CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 5152424300 MAIL ADDRESS: STREET 1: 666 GRAND AVE STREET 2: PO BOX 657 CITY: DES MOINES STATE: IA ZIP: 50309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALENERGY CAPITAL TRUST III CENTRAL INDEX KEY: 0001043375 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-45615-01 FILM NUMBER: 99617203 BUSINESS ADDRESS: STREET 1: 302 SOUTH 36TH ST STREET 2: STE 400 CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023414500 MAIL ADDRESS: STREET 1: 302 SOUTH 36TH ST STREET 2: STE 400 CITY: OMAHA STATE: NE ZIP: 68131 POS AM 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on May 11, 1999 Registration No. 333-45615 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 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 (I.R.S. Employer of Incorporation or Organization Identification No.) CALENERGY CAPITAL TRUST III (Exact Name of Registrant as Specified in its Charter) Delaware 47-6215083 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization Identification No.) ----------- 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) ----------- 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) ----------- Copy To: Peter J. Hanlon, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 (212) 728-8000 ----------- 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. - - -------------------------------------------------------------------------------- EXPLANATORY NOTE This Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration File No. 333-45615) (the "Registration Statement") is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act"), by MidAmerican Energy Holdings Company, an Iowa corporation ("MidAmerican"), which is the successor to CalEnergy Company, Inc., a Delaware corporation ("CalEnergy"), following a statutory merger (the "Merger") effective on March 12, 1999 for the purpose of changing CalEnergy's state of incorporation. Prior to the Merger, MidAmerican had no assets or liabilities other than nominal assets or liabilities. In connection with the Merger, MidAmerican succeeded by operation of law to all of the assets and liabilities of CalEnergy. Also, on March 12, 1999, after consummation of the Merger, MidAmerican filed Articles of Amendment changing its name to MidAmerican Energy Holdings Company. As a result of the Merger, MidAmerican succeeded to CalEnergy's obligations under the Indenture (the "Indenture"), dated as of August 12, 1997, between CalEnergy and The Bank of New York, as Trustee (the "Trustee"), relating to the 6 1/2% Convertible Preferred Securities of CalEnergy Capital Trust III. As required by the Indenture, on March 12, 1999, MidAmerican entered into a First Supplemental Indenture dated March 12, 1999 with the Trustee, with respect to the Indenture, pursuant to which MidAmerican expressly assumed CalEnergy's obligations under the Indenture. The Merger was approved by the shareholders of CalEnergy at a Special Meeting of Shareholders held on October 30, 1998 for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance with paragraph (d) of Rule 414 of the Securities Act, except as modified by this Post-Effective Amendment No. 1, MidAmerican expressly adopts the Registration Statement as its own registration statement for all purposes of the Securities Act and the Exchange Act. Part II Item 15 Indemnification of Directors and Officers. MidAmerican. Sections 850 through 858 of the Iowa Business Corporation Act (the "IBCA") governs the circumstances under which a corporation organized thereunder, such as MidAmerican, shall or may indemnify directors and officers against liabilities for certain of their acts. Sections 851 and 856 of the IBCA grants each corporation the power to indemnify its directors and officers against liabilities and expenses incurred by reason of such person serving in the capacity of director or officer, if such person has acted in good faith and in a manner reasonably believed by the individual to be in or not opposed to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe the individual's conduct was unlawful. Indemnification is not allowed if the director or officer receives an improper benefit from such person's actions. Article X of MidAmerican's Amended and Restated Articles of Incorporation and Article III of MidAmerican's Amended and Restated ByLaws further provides that this indemnification right is a contract right and that the indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. The foregoing indemnity provisions notwithstanding, in the case of actions brought by or in the right of the corporation, no indemnification shall be made to such director or officer with respect to any matter as to which such individual has been adjudged to be liable to the corporation unless, and only to the extent that, a court determines that indemnification is proper under the circumstances. Article X of MidAmerican's Amended and Restated Articles of Incorporation and Article III of MidAmerican's Amended and Restated Bylaws provide that MidAmerican may maintain a directors' and officers' liability insurance policy to insure against losses arising from claims made against its directors and officers, subject to the limitations and conditions as may be set forth in the policies. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify such person against the expenses which such officer or director actually and reasonably incurred. The Trust. The Declaration of Trust (the "Declaration") for CalEnergy Capital Trust III (the "Trust") provides that no Trustee, affiliate of any Trustee, or any officers, directors, shareholders, members, partners, employees, representatives or agent of the Trust, or any employee or agent of the Trust or its affiliates (each an "Indemnified Person") shall be liable, responsible or accountable in damages or otherwise to the Trust or any employee or agent of the Trust or its affiliates for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by the Declaration or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's gross negligence (or, in the case of the Trustee, negligence) or willful misconduct with respect to such act or omissions. The Declaration also provides that to II-1 the fullest extent permitted by applicable law, MidAmerican shall indemnify and hold harmless each Indemnified Person from and against any loss, damage or claim incurred by such Indemnified Person by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by the Declaration, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of gross negligence (or, in the case of the Trustee, negligence) or willful misconduct with respect to such acts or omissions. The Declaration further provides that, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by MidAmerican prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by or an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified for the underlying cause of action as authorized by the Declaration. The directors and officers of MidAmerican and the Trustees are covered by insurance policies indemnifying them against certain liabilities, including certain liabilities arising under the Securities Act of 1933, as amended, which might be incurred by them in such capacities and against which they cannot be indemnified by MidAmerican or the Trust. Item 16 Exhibits. The following exhibits are filed as part of the Registration Statement hereby amended*: Exhibit No. Description of Exhibit - - ----------- ---------------------- 2.1 Agreement and Plan of Merger, dated as of August 11, 1998, among CalEnergy Company, Inc., Maverick Reincorporation Sub, Inc., MidAmerican Energy Holdings Company and MAVH Inc., (incorporated by reference from Annex I to the Joint Proxy Statement dated September 25, 1998 of CalEnergy). 2.2 Agreement and Plan of Merger, dated as of March 12, 1999, between CalEnergy, Inc. and Maverick Reincorporation Sub, Inc. (incorporated by reference from MidAmerican's Current Report on Form 8-K, dated March 12, 1999). 3.1 Amended and Restated Articles of Incorporation of MidAmerican (incorporated by reference from Annex VI to the Joint Proxy Statement dated September 25, 1998 of CalEnergy). 3.2 Articles of Merger of Maverick Reincorporation Sub, Inc. and CalEnergy Company, Inc. effective as of March 12, 1999 (incorporated by reference from Amendment No. 1 to MidAmerican's Annual Report on Form 10-K/A for the year ended II-2 December 31, 1998). 3.3 Articles of Amendment to the Amended and Restated Articles of Incorporation of Maverick Reincorporation Sub, Inc., effective as of March 12, 1999 (name change to MidAmerican Energy Holdings Company) (incorporated by reference from Amendment No. 1 to MidAmerican's Annual Report on Form 10-K/A for the year ended December 31, 1998). 3.4 Articles of Amendment to the Amended and Restated Articles of Incorporation of MidAmerican, dated as of March 12, 1999 (preferred stock rights) (incorporated by reference from Amendment No. 1 to MidAmerican's Annual Report on Form 10-K/A for the year ended December 31, 1998). 3.5 Amended and Restated By-Laws (incorporated by reference to Exhibit 4.3 of MidAmerican's Form S-8, dated March 19, 1999, Registration No. 333-74691). 4.9 First Supplemental Indenture dated March 12, 1999 between the Registrant and The Bank of New York, as Trustee, relating to the 6 1/2% Convertible Preferred Securities of CalEnergy Capital Trust III. 5.1 Opinion of Willkie Farr & Gallagher. 5.2 Opinion of John A. Rasmussen, Jr. 23.1 Consent of Deloitte & Touche LLP, Independent Auditors. 23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5.1). 23.3 Consent of John A. Rasmussen, Jr. (included in Exhibit 5.2). 24.1 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. 1. Item 17 Undertakings. (a) The undersigned Registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: II-3 (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by such registrants pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrants pursuant to the provisions described in Item 15 or otherwise, the Registrants have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer, or controlling person of the Registrants in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 (d) The undersigned Registrants hereby undertake that: (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and (2) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (e) The undersigned Registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act. II-5 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. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Des Moines, Iowa on May 11, 1999. MIDAMERICAN ENERGY HOLDINGS COMPANY By: /s/ David L. Sokol ---------------------------- 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 No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ David L. Sokol Chairman of the Board, May 11, 1999 - - ----------------------- Chief Executive Officer David L. Sokol and Director (Principal Executive Officer) /s/ Patrick J. Goodman Senior Vice President and May 11, 1999 - - ----------------------- Chief Financial Officer Patrick J. Goodman (Principal Financial Officer and Principal Accounting Officer) * Director May 11, 1999 - - ---------------------- Edgar D. Aronson * Director May 11, 1999 - - ---------------------- Judith E. Ayres * Director May 11, 1999 - - ---------------------- Terry E. Branstad * Director May 11, 1999 - - ---------------------- Stanley J. Bright II-6 * Director May 11, 1999 - - ---------------------- Jack W. Eugster * Director May 11, 1999 - - ---------------------- Richard R. Jaros Director May __, 1999 - - ---------------------- David R. Morris * Director May 11, 1999 - - ---------------------- Robert L. Peterson * Director May 11, 1999 - - ---------------------- Bernard W. Reznicek * Director May 11, 1999 - - ---------------------- John R. Shiner * Director May 11, 1999 - - ---------------------- Walter Scott, Jr. * Director May 11, 1999 - - ---------------------- John R. Shiner * Director May 11, 1999 - - ---------------------- Neville G. Trotter * Director May 11, 1999 - - ---------------------- David E. Wit *By: /s/ Steven A. McArthur ---------------------- Steven A. McArthur Attorney-in-Fact II-7 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. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Des Moines, Iowa on May 11, 1999. CALENERGY CAPITAL TRUST III By: /s/ Gregory A. Abel ------------------------- Name: Gregory A. Abel Title: Trustee By: /s/ Steven A. McArthur ------------------------- Name: Steven A. McArthur Title: Trustee II-8 Exhibit Index* -------------- Exhibit No. Description of Exhibit - - ----------- ---------------------- 2.1 Agreement and Plan of Merger, dated as of August 11, 1998, among CalEnergy Company, Inc., Maverick Reincorporation Sub, Inc., MidAmerican Energy Holdings Company and MAVH Inc., (incorporated by reference from Annex I to the Joint Proxy Statement dated September 25, 1998 of CalEnergy). 2.2 Agreement and Plan of Merger, dated as of March 12, 1999, between CalEnergy, Inc. and Maverick Reincorporation Sub, Inc. (incorporated by reference from the Registrant's Current Report on Form 8-K, dated March 12, 1999). 3.1 Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference from Annex VI to the Joint Proxy Statement dated September 25, 1998 of CalEnergy). 3.2 Articles of Merger of Maverick Reincorporation Sub, Inc. and CalEnergy Company, Inc. effective as of March 12, 1999 (incorporated by reference from Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A for the year ended December 31, 1998). 3.3 Articles of Amendment to the Amended and Restated Articles of Incorporation of Maverick Reincorporation Sub, Inc., effective as of March 12, 1999 (name change to MidAmerican Energy Holdings Company) (incorporated by reference from Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A for the year ended December 31, 1998). 3.4 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Registrant, dated as of March 12, 1999 (preferred stock rights) (incorporated by reference from Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A for the year ended December 31, 1998). 3.5 Amended and Restated By-Laws (incorporated by reference to Exhibit 4.3 of the Registrant's Form S-8, dated March 19, 1999, Registration No. 333-74691). 4.9 First Supplemental Indenture dated March 12, 1999 between the Registrant and The Bank of New York, as Trustee, relating to the 6 1/2% Convertible Preferred Securities of CalEnergy Capital Trust III. 5.1 Opinion of Willkie Farr & Gallagher. 5.2 Opinion of John A. Rasmussen, Jr. 23.1 Consent of Deloitte & Touche LLP, Independent Auditors. 23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5.1). 23.3 Consent of John A. Rasmussen, Jr. (included in Exhibit 5.2). 24.1 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. 1. EX-4.9 2 FIRST SUPPLMENTAL INDENTURE =============================================================================== CALENERGY COMPANY, INC., as Issuer MAVERICK REINCORPORATION SUB, INC. (Successor to CALENERGY COMPANY, INC. and to be known as MIDAMERICAN ENERGY HOLDINGS COMPANY) and THE BANK OF NEW YORK, as Trustee ---------------------------------------- FIRST SUPPLEMENTAL INDENTURE Dated as of March 12, 1999 Amending INDENTURE Dated as of August 12, 1997 ---------------------------------------- 6-1/2% Convertible Junior Subordinated Debentures Due 2027 =============================================================================== THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March 12, 1999 (herein called the "Supplement"), by and between CALENERGY COMPANY, INC., a Delaware corporation (herein called the "Issuer"), MAVERICK REINCORPORATION SUB, INC., an Iowa corporation and the successor-in-interest to the Issuer ("Maverick") and THE BANK OF NEW YORK, a New York banking corporation, as trustee (herein called the "Trustee"). RECITALS OF THE ISSUER ---------------------- WHEREAS, the Issuer and the Trustee executed and delivered the Indenture, dated as of August 12, 1997 (as amended and modified from time through the date hereof, the "Indenture"), providing for the issuance thereunder by the Issuer and the authentication and delivery by the Trustee, of the Issuer's 6-1/2% Convertible Junior Subordinated Debentures due 2027 (the "Securities") of which $225,000,000 aggregate principal amount were issued; WHEREAS, the Issuer entered into an Agreement and Plan of Merger, dated as of August 11, 1998, with MidAmerican Energy Holdings Company, an Iowa corporation ("MidAmerican"), Maverick and MAVH Inc., an Iowa corporation and wholly-owned subsidiary of the Issuer ("Merger Sub"), pursuant to which MidAmerican merged with and into Merger Sub, with Merger Sub being the surviving entity (the "Merger"); WHEREAS, as a condition to the Merger, the Issuer reincorporated in the State of Iowa by means of a merger with and into Maverick, with Maverick being the surviving entity (the "Reincorporation"); and WHEREAS, as a result of and after the Reincorporation, Maverick will change its name to MidAmerican Energy Holdings Company; and WHEREAS, Section 901 of the Indenture provides for the execution and delivery by the Issuer and, subject to the provisions of Section 903 of the Indenture, by the Trustee, of one or more supplemental indentures, without the consent of the Holders of the Securities, for the purposes specified therein; and WHEREAS, pursuant to the provisions of Section 801, the Issuer is permitted to merge into another person in a transaction in which the Issuer is not the surviving entity, upon the satisfaction of certain conditions including that the Surviving Entity and the Trustee enter into a supplemental indenture, in order that the successor entity expressly assume the due and punctual payment of the principal (and premium, if any) and interest on the Securities and the performance of the Issuer's covenants and obligations under the Indenture and the Securities, which supplemental indenture, pursuant to Section 901 of the Indenture, does not require the consent of the Holders of the Securities; and WHEREAS, pursuant to the provisions of Section 801, Maverick wishes by this Supplement to evidence its succession to the Issuer and its assumption of the covenants of the Issuer contained in the Indenture and the Securities and, pursuant to the provisions of Section 802, Maverick shall be the Surviving Entity and succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture; and WHEREAS, all things necessary to make this Supplement, when executed and delivered by the Trustee, the valid agreement of the Issuer and Maverick in accordance with its terms have been done. NOW, THEREFORE, for and in consideration of premises, Maverick and the Trustee mutually covenant and agree for the equal and proportional benefit of the Holders from time to time of the Securities as follows: SECTION 1. Definitions. Except as otherwise expressly provided herein, all capitalized words and terms used herein shall have the respective meanings ascribed thereto in Article One of the Indenture. SECTION 2. Successor Substitution. Pursuant to the provisions of Section 801(1), Maverick hereby acknowledges and agrees that it has succeeded the Issuer as the Issuer under the Indenture and the Securities, and does hereby assume and agree to perform, from and after the effective time of the Reincorporation, all of the obligations of the Issuer under the Indenture, including the obligation to issue Common Stock in accordance with Section 1304 thereunder, and the Securities and does otherwise agree to be bound by and subject to the terms and provisions of the Indenture and the Securities in each and every respect as if it had been initially named as the Issuer therein. Without in any way limiting the generality of the foregoing, Maverick hereby agrees to be liable for the due and punctual payment of principal of (and premium, if any) and interest on all of the Securities and to perform and observe all the Issuer's covenants and obligations under the Indenture. SECTION 3. Representations of Maverick Maverick hereby represents and warrants to the Trustee that as of the date hereof: (a) Maverick is a corporation validly existing and in good standing under the laws of the State of Iowa; (b) no Default or Event of Default will result or has resulted from the Reincorporation or the execution and delivery of this Supplement; and (c) Maverick has provided for conversion rights in accordance with Article XIII of the Indenture. SECTION 4. Effectiveness. This Supplement shall take effect on the date hereof, in accordance with the provisions of Article Nine of the Indenture, provided, however, that the amendments provided for in this Supplement shall not become operative unless and until the Reincorporation has been consummated and Articles of Merger have been filed with the Secretary of State of Iowa and a Certificate of Merger with the Secretary of State of Delaware in connection with the Reincorporation. Subject to the foregoing, the provisions of this Supplement shall be deemed to be, and shall be construed as part of, the Indenture to the same extent as if set forth fully therein. All references to the Indenture in the Indenture or in any other agreement, document or instrument delivered in connection therewith or pursuant thereto shall be deemed to refer to the Indenture as amended by this Supplement. SECTION 5. Construction with Indenture. All of the covenants, agreements and provisions of this Supplement shall be deemed to be and construed as part of the Indenture and vice versa to the same extent as if fully set forth verbatim therein and herein and shall be fully enforceable in the manner provided in the Indenture. Except as provided in this Supplement, the Indenture shall remain in full force and effect and the terms and conditions thereof are hereby confirmed. 2 SECTION 6. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be part of and govern the Indenture or this Supplement, the latter provision shall control. If any provision hereof modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Supplement as so modified or to be excluded, as the case may be. SECTION 7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 8. Separability Clause. In case any provision in this Supplement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. SECTION 9. Benefits of Supplement and Indenture. Nothing in this Supplement or the Indenture or in the Securities, express or implied, shall give to any Person other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Supplement or the Indenture. Neither this Supplement nor the Indenture may be used to interpret another indenture, loan agreement or debt agreement of the Issuer, Maverick or any of their respective Subsidiaries. No such other indenture or loan or debt agreement may be utilized to interpret this Supplement or the Indenture. SECTION 10. Governing Law. This Supplement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. SECTION 11. No Recourse Against Others. A director, member, managing member officer, employee, stockholder or incorporator, as such, of the Issuer or Maverick shall not have any liability for any obligations of the Issuer or Maverick under this Supplement or for any claim based on, in respect or by reason of such obligations or their creation. Section 1401 of the Indenture is incorporated herein by reference. SECTION 12. Duplicate Originals. All parties may sign any number of copies or counterparts of this Supplement. Each signed copy or counterpart shall be an original, but all of them together shall represent the same agreement. [Signature page follows.] 3 IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed, all as of the day and year first above written. CALENERGY COMPANY, INC. By: /s/ Steven A. McArthur --------------------------------- Name: Steven A. McArthur Title: Executive Vice President and Secretary MAVERICK REINCORPORATION SUB, INC. By: /s/ Steven A. McArthur --------------------------------- Name: Steven A. McArthur Title: Executive Vice President and Secretary THE BANK OF NEW YORK, as Trustee By: /s/ Mary La Gumina --------------------------------- Name: Mary La Gumina Title: Assistant Vice President EX-5.1 3 OPINION OF WILLKIE FARR & GALLAGHER Exhibit 5.1 ----------- [Letterhead of Willkie Farr & Gallagher] May 11, 1999 MidAmerican Energy Holdings Company CalEnergy Capital Trust III 666 Grand Avenue P.O. Box 657 Des Moines, Iowa 50303-0657 Re: MidAmerican Energy Holdings Company CalEnergy Capital Trust III Registration Statement on Form S-3 (File No. 333-45615) ------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to MidAmerican Energy Holdings Company (the "Company"), an Iowa corporation and the successor to CalEnergy Company, Inc. ("CalEnergy"), and CalEnergy Capital Trust III, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), in connection with the Registration Statement on Form S-3, as filed by the Company and the Trust with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), on February 4, 1998, as amended by Post-Effective Amendment No. 1 thereto filed with the Commission on the date hereof (such registration statement, as so amended, being hereinafter referred to as the "Registration Statement"), relating to the registration under the Act of (i) 5,400,000 6-1/2% Convertible Preferred Securities (liquidation preference $50 per Convertible Preferred Security) (the "Convertible Preferred Securities") representing undivided beneficial ownership interests in the assets of the Trust; (ii) the 6-1/2% Convertible Junior Subordinated Debentures due 2027 (the "Convertible Junior Subordinated Debentures") of the Company, which may be distributed under certain circumstances to the holders of the Convertible Preferred Securities; (iii) the shares of common stock, without par value (the "Common Stock"), of the Company, issuable upon conversion of the Convertible Preferred Securities and the Convertible Junior Subordinated Debentures; and (iv) the Preferred Securities Guarantee (as defined below) of the Company. The Convertible Preferred Securities were issued pursuant to an Amended and Restated Declaration of Trust (the "Declaration"), dated as of August 12, 1997, among CalEnergy, as sponsor, The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and Steven A. McArthur, Craig M. Hammett and Gregory E. Abel, as the initial regular trustees (together, MidAmerican Energy Holdings Company CalEnergy Capital Trust III May 11, 1999 Page 2 the "Regular Trustees"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Registration Statement. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the certificate of trust (the "Certificate of Trust") filed by the Delaware Trustee and the Regular Trustees with the Secretary of State of the State of Delaware on August 4, 1997; (ii) a Declaration of Trust, dated as of August 4, 1997 (the "Original Declaration"); (iii) the Declaration (including the form of the terms of the Convertible Preferred Securities annexed thereto); (iv) the specimen form of Convertible Preferred Security; (v) the preferred securities guarantee agreement, dated as of August 12, 1997 (the "Preferred Securities Guarantee"), between CalEnergy and The Bank of New York, as trustee; (vi) specimens of the Convertible Junior Subordinated Debentures, which were issued pursuant to an indenture dated as of August 12, 1997, between CalEnergy and The Bank of New York, as trustee (as amended by the First Supplemental Indenture dated March 12, 1999 between the Company and The Bank of New York, as trustee, the "Indenture"); and (vii) the Indenture. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. We have assumed that all parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by all parties to such documents and that such documents constitute valid and binding obligations of all parties other than the Company and the Trust. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers, trustees and other representatives of the Company, the Trust and others. We have further assumed for purposes of this opinion (i) the due formation or organization, valid existence and good standing of each entity that is a party to any of the documents reviewed by us under the laws of the jurisdiction of its respective formation or organization, (ii) that no event has occurred subsequent to the filing of the Certificate of Trust that would cause a dissolution or liquidation of the Trust under the Original Declaration or the Declaration, as applicable, and (iii) that activities of the Trust have been and will be conducted in accordance with the Original Declaration or the Declaration, as applicable, and the Delaware Business Trust Act, 12 Del. C. Sections 3801 et seq. The opinions expressed herein are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of MidAmerican Energy Holdings Company CalEnergy Capital Trust III May 11, 1999 Page 2 America, and we express no opinion with respect to the laws of any other country, state or jurisdiction. Based on and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that: 1. The Preferred Securities Guarantee is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). 2. The Convertible Junior Subordinated Debentures are valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and except to the extent that the waiver of stay or extension laws contained in Section 515 of the Indenture may be unenforceable. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Matters" in the Registration Statement and in the related Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Willkie Farr & Gallagher EX-5.2 4 OPINION OF JOHN A. RASMUSSEN, JR. Exhibit 5.2 ----------- [Letterhead of MidAmerican Energy Holdings Company] May 11, 1999 MidAmerican Energy Holdings Company 666 Grand Avenue P.O. Box 657 Des Moines, Iowa 50303-0657 Re: MidAmerican Energy Holdings Company CalEnergy Capital Trust III Registration Statement on Form S-3 (File No. 333-45615) ------------------------------------------------------- Ladies and Gentlemen: I am the Senior Vice President and General Counsel of MidAmerican Energy Holdings Company (the "Company"), an Iowa corporation and the successor to CalEnergy Company, Inc. ("CalEnergy"). This opinion is being furnished in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of (i) 5,400,000 6-1/2% Convertible Preferred Securities (liquidation preference $50 per each of the Convertible Preferred Securities) (the "Convertible Preferred Securities") representing undivided beneficial ownership interests in the assets of CalEnergy Capital Trust III, a statutory business trust formed under the laws of the State of Delaware (the "Trust"); (ii) the 6-1/2% Convertible Junior Subordinated Debentures due 2027 (the "Convertible Junior Subordinated Debentures") of the Company, which may be distributed under certain circumstances to the holders of the Convertible Preferred Securities; (iii) the shares of common stock, without par value (the "Common Stock"), of the Company, issuable upon conversion of the Convertible Preferred Securities and the Convertible Junior Subordinated Debentures; and (iv) the Preferred Securities Guarantee (as defined below) of the Company. The Convertible Preferred Securities were issued pursuant to an amended and restated declaration of trust, dated as of August 12, 1997 (the "Declaration") among CalEnergy, as sponsor, Steven A. McArthur, Craig M. Hammett and Gregory E. Abel, as regular trustees, The Bank of New York (Delaware), as Delaware trustee, and The Bank of New York, as property trustee, and are guaranteed by the Company as to the payment of distributions and as to payments on liquidation, redemption and otherwise pursuant to a Preferred Securities Guarantee Agreement, dated as of August 12, 1997 (the "Preferred Securities Guarantee"), MidAmerican Energy Holdings Company CalEnergy Capital Trust III May 11, 1999 Page 2 between CalEnergy and The Bank of New York, as trustee. The proceeds from the sale by the Trust of the Convertible Preferred Securities were invested in the Convertible Junior Subordinated Debentures, which were issued pursuant to an Indenture, dated as of August 12, 1997, between CalEnergy and The Bank of New York, as trustee, as amended by the First Supplemental Indenture thereto, dated as of March 12, 1999, between the Company and The Bank of New York, as trustee (as so amended, the "Indenture"). In connection with this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement on Form S-3, as filed by the Company and the Trust with the Securities and Exchange Commission (the "Commission") under the Act on February 4, 1998, as amended by Post-Effective Amendment No. 1 thereto filed with the Commission on the date hereof (such registration statement, as so amended, being hereinafter referred to as the "Registration Statement"), relating to the Convertible Preferred Securities, the Preferred Securities Guarantee, the Convertible Junior Subordinated Debentures and the Common Stock; (ii) an executed copy of the Declaration filed as an exhibit to the Registration Statement; (iii) the form of the Common Stock certificate; (iv) the Amended and Restated Articles of Incorporation, as amended, of the Company as currently in effect; (v) the Amended and Restated By-laws of the Company as currently in effect; (vi) an executed copy of the Preferred Securities Guarantee filed as an exhibit to the Registration Statement; (vii) the form of Convertible Preferred Securities filed as an exhibit to the Registration Statement and a specimen certificate thereof; (viii) the designation of the terms of the Convertible Preferred Securities; (ix) the form of the Convertible Junior Subordinated Debentures filed as an exhibit to the Registration Statement and a specimen certificate thereof; (x) an executed copy of the Indenture; (xi) an executed copy of the Registration Rights Agreement, dated August 12, 1997, by and among the Trust and Credit Suisse First Boston Corporation and Lehman Brothers Inc., as initial purchasers, filed as an exhibit to the Registration Statement and (xii) such other resolutions, corporate records and other certificates and documents as I have deemed necessary or appropriate as a basis for the opinions set forth herein. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies. In making my examination of documents executed by parties other than the Company or the Trust, I have assumed that such parties had the power, corporate or other, to enter into and perform all obligations MidAmerican Energy Holdings Company CalEnergy Capital Trust III May 11, 1999 Page 3 thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and that such documents constitute valid and binding obligations of such parties. In addition, I have assumed that the shares of Common Stock to be issued upon conversion of the Convertible Preferred Securities and the Convertible Junior Subordinated Debentures, if any, will be in the form reviewed by me. As to any facts material to the opinions expressed herein which were not independently established or verified, I have relied upon oral or written statements and representations of officers, trustees and other representatives of the Company, the Trust and others. The opinions expressed herein are limited to the Federal laws of the United States of America and the laws of the State of Iowa, and I express no opinion with respect to the laws of any other country, state or jurisdiction. Based upon and subject to the foregoing, I am of the opinion that the shares of Common Stock issuable upon conversion of the Convertible Preferred Securities and the Convertible Junior Subordinated Debentures have been duly authorized and reserved for issuance upon conversion and, when certificates representing the Common Stock in the form of the specimen certificate examined by me have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock and are issued upon conversion of the Convertible Preferred Securities and the Convertible Junior Subordinated Debentures, such shares of Common Stock will be validly issued, fully paid and nonassessable. This letter is being delivered to you in my capacity as the Senior Vice President and General Counsel of the Company and addresses matters only as of the date hereof and is solely for the benefit of the addressees hereof and may not be relied upon in any manner by any other person without my prior written consent. I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and for no other purpose. I also consent to the reference to me under the heading "Legal Matters" in the Registration Statement and in the related Prospectus. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Sincerely, /s/ John A. Rasmussen, Jr. - - -------------------------- John A. Rasmussen, Jr. Senior Vice President and General Counsel EX-23.1 5 CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-45615 of MidAmerican Energy Holdings Company and CalEnergy Capital Trust III on Form S-3 of our report dated January 28, 1999 (March 12, 1999 as to Note 3 and Note 21), appearing and incorporated by reference in the Annual Report on Form 10-K of MidAmerican Energy Holdings Company for the year ended December 31, 1998. DELOITTE & TOUCHE Omaha, Nebraska May 6, 1999 EX-24.1 6 POWER OF ATTORNEY 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 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"), constitutes and appoints Steven A. McArthur his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her 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. 33-26296, 33-38431, 33-41152, 33-44934, 33-52147, 33-64897, 333-30395, 333-30537, 333-45615 and 333-62697), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, 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 or she 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 or her hand this 11th day of May 1999. ------------------------- David L. Sokol /s/ Edgar D. Aronson ------------------------- Edgar D. Aronson /s/ Judith E. Ayres ------------------------- Judith E. Ayres /s/ Terry E. Branstad ------------------------- Terry E. Branstad /s/ Stanley J. Bright ------------------------- Stanley J. Bright /s/ Jack W. Eugster ------------------------- Jack W. Eugster /s/ Richard R. Jaros ------------------------- Richard R. Jaros ------------------------- David R. Morris /s/ Robert L. Peterson ------------------------- Robert L. Peterson /s/ Bernard W. Reznicek ------------------------- Bernard W. Reznicek /s/ Walter Scott, Jr. ------------------------- Walter Scott, Jr. /s/ John R. Shiner ------------------------- John R. Shiner /s/ Neville G. Trotter ------------------------- Neville G. Trotter /s/ David E. Wit ------------------------- David E. Wit -2- -----END PRIVACY-ENHANCED MESSAGE-----