-----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, ETfeOusBToeZ3/ixbUSrG5tP7zWLWepcAv2g9akgnuRbpVk+YZGX8Y0s1cyVp29+ HTnHHjzJVMcCa8yvV2bUSw== 0000899140-00-000180.txt : 20000419 0000899140-00-000180.hdr.sgml : 20000419 ACCESSION NUMBER: 0000899140-00-000180 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 REFERENCES 429: 333-30537 FILED AS OF 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: POS AM SEC ACT: SEC FILE NUMBER: 333-30537-99 FILM NUMBER: 603825 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALENERGY CAPITAL TRUST II CENTRAL INDEX KEY: 0001036390 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-30537-01 FILM NUMBER: 603826 BUSINESS ADDRESS: STREET 1: 302 SOUTH 36TH ST STE 400 CITY: OMAHA STATE: NE ZIP: 68131 MAIL ADDRESS: STREET 1: 302 SOUTH 36TH STREET STREET 2: SUITE 400 CITY: OMAHA STATE: NE ZIP: 68131 POS AM 1 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 As filed with the Securities and Exchange Commission on April 18, 2000 Registration No. 333-30537 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ POST-EFFECTIVE AMENDMENT NO. 2 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 of (I.R.S. Employer Incorporation or Organization) Identification No.) CALENERGY CAPITAL TRUST II (Exact Name of Registrant as Specified in its Charter) Delaware 47-6215082 (State or Other Jurisdiction of (I.R.S. Employer 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 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. 2 to the Registration Statement on Form S-3 (Registration File No. 333-30537) 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 - ----------- ---------------------- 24.2 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. 2, or the Post-Effective Amendment No. 1 to that Registration Statement. II-1 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. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Des Moines, 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 of 1933, this Post-Effective Amendment No. 2 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 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. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Des Moines, Iowa on April 18, 2000. CALENERGY CAPITAL TRUST II By: * ------------------------------ Name: Gregory E. Abel Title: Trustee By: /s/ Steven A. McArthur ------------------------------ Name: Steven A. McArthur Title: Trustee By: * ------------------------------ Name: Douglas L. Anderson Title: Trustee *By: /s/ Steven A. McArthur ------------------------------ Steven A. McArthur Attorney-in-Fact II-4 Exhibit Index * --------------- Exhibit No. Description of Exhibit - ----------- ---------------------- 24.2 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. 2, or the Post-Effective Amendment No. 1 to that Registration Statement. EX-24.2 2 POWER OF ATTORNEY Exhibit 24.2 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-----