-----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, AqHeMTLR+n8MeBtOehfypGa1HIVfBE8z+xUMMoCePcn7Nc0jyaph7l3rHuzmybav uaZLtCriysvBjnWD11Aivw== 0000899140-00-000177.txt : 20000419 0000899140-00-000177.hdr.sgml : 20000419 ACCESSION NUMBER: 0000899140-00-000177 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000418 EFFECTIVENESS DATE: 20000418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDAMERICAN ENERGY HOLDINGS CO /NEW/ CENTRAL INDEX KEY: 0001081316 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC, GAS & SANITARY SERVICES [4900] IRS NUMBER: 942213782 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-74691 FILM NUMBER: 603811 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 FORMER COMPANY: FORMER CONFORMED NAME: MID AMERICAN ENERGY HOLDINGS CO /NEW/ DATE OF NAME CHANGE: 19990308 S-8 POS 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 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. 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. 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 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 * 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 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 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. EX-24.1 2 POWER OF ATTORNEY 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. -----END PRIVACY-ENHANCED MESSAGE-----