-----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, MU2MvSsE43PrMhOYIjNJL4fZI0slJj59GgucBL1/gCcZyRiqnJUHOPx6PcKzoLsO +biDVSDunaicCQLgfM4ZnA== 0000899140-08-001832.txt : 20081002 0000899140-08-001832.hdr.sgml : 20081002 20081002131133 ACCESSION NUMBER: 0000899140-08-001832 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081002 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081002 DATE AS OF CHANGE: 20081002 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14881 FILM NUMBER: 081102345 BUSINESS ADDRESS: STREET 1: 666 GRAND AVE STREET 2: SUITE 500 CITY: DES MOINES STATE: IA ZIP: 50309-2580 BUSINESS PHONE: 515-242-4300 MAIL ADDRESS: STREET 1: 666 GRAND AVE STREET 2: SUITE 500 CITY: DES MOINES STATE: IA ZIP: 50309-2580 FORMER COMPANY: FORMER CONFORMED NAME: MID AMERICAN ENERGY HOLDINGS CO /NEW/ DATE OF NAME CHANGE: 19990308 8-K 1 m100208a.txt CURRENT REPORT UNITED STATES 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 October 2, 2008 (October 1, 2008) --------------------------------- Date of Report (Date of earliest event reported) Commission Exact name of registrant as specified IRS File Number in its charter; State or other Employer jurisdiction of incorporation Identification or organization No. - ----------------------- ---------------------------------- ------------------ 001-14881 MIDAMERICAN ENERGY HOLDINGS COMPANY 94-2213782 (An Iowa Corporation) 666 Grand Avenue, Suite 500 Des Moines, Iowa 50309-2580 515-242-4300 N/A - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events On October 2, 2008, MidAmerican Energy Holdings Company ("MidAmerican") and Constellation Energy Group, Inc. ("Constellation Energy") issued a joint press release announcing that the companies have entered into a letter agreement (the "Letter Agreement"), dated October 1, 2008, whereby MidAmerican waived its right to terminate that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Constellation Energy, MidAmerican and MEHC Merger Sub Inc. ("Merger Sub"), pursuant to Section 9.1(h) thereof. A copy of the joint press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference. A copy of the Letter Agreement is attached as Exhibit 99.2 to this report and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Joint Press Release of MidAmerican Energy Holding Company and Constellation Energy Group, Inc., dated October 2, 2008. 99.2 Letter Agreement, dated October 1, 2008. 2 Forward-Looking Statements This report contains statements that do not directly or exclusively relate to historical facts. These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed transaction between MidAmerican and Constellation Energy and the expected timing and completion of the transaction. You can typically identify forward-looking statements by the use of forward-looking words, such as "may," "could," "project," "believe," "anticipate," "expect," "estimate," "continue," "intend," "potential," "plan," "forecast," and similar terms. These statements are based upon MidAmerican's current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these factors are outside MidAmerican's control and could cause actual results to differ materially from those expressed or implied by MidAmerican's forward-looking statements. These factors include, among others: o the ability to obtain governmental approvals of the transaction or to satisfy other conditions to the transaction on the terms and expected timeframe or at all; o general economic, political and business conditions in the jurisdictions in which MidAmerican's facilities are located; o changes in governmental, legislative or regulatory requirements affecting MidAmerican or the electric or gas utility, pipeline or power generation industries; o changes in, and compliance with, environmental laws, regulations, decisions and policies that could increase operating and capital improvement costs, reduce plant output and/or delay plant construction; o the outcome of general rate cases and other proceedings conducted by regulatory commissions or other governmental and legal bodies; o changes in economic, industry or weather conditions, as well as demographic trends, that could affect customer growth and usage or supply of electricity and gas or MidAmerican's ability to obtain long-term contracts with customers; o changes in prices and availability for both purchases and sales of wholesale electricity, coal, natural gas, other fuel sources and fuel transportation that could have a significant impact on generation capacity and energy costs; o the financial condition and creditworthiness of MidAmerican's significant customers and suppliers; o changes in business strategy or development plans; o availability, terms and deployment of capital; o performance of MidAmerican's generation facilities, including unscheduled outages or repairs; o risks relating to nuclear generation; o the impact of derivative instruments used to mitigate or manage volume and price risk and interest rate risk and changes in the commodity prices, interest rates and other conditions that affect the value of the derivatives; o the impact of increases in healthcare costs, changes in interest rates, mortality, morbidity and investment performance on pension and other postretirement benefits expense, as well as the impact of changes in legislation on funding requirements; o changes in MidAmerican's and its subsidiaries' credit ratings; o unanticipated construction delays, changes in costs, receipt of required permits and authorizations, ability to fund capital projects and other factors that could affect future generation plants and infrastructure additions; 3 o the impact of new accounting pronouncements or changes in current accounting estimates and assumptions on financial results; o MidAmerican's ability to successfully integrate future acquired operations into its business; o other risks or unforeseen events, including litigation and wars, the effects of terrorism, embargos and other catastrophic events; and o other business or investment considerations that may be disclosed from time to time in MidAmerican's filings with the United States Securities and Exchange Commission or in other publicly disseminated written documents. MidAmerican undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors should not be construed as exclusive. 4 SIGNATURES 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. MIDAMERICAN ENERGY HOLDINGS COMPANY ----------------------------------- (Registrant) Date: October 2, 2008 /s/ Douglas L. Anderson ----------------------- Douglas L. Anderson Senior Vice President and General Counsel 5 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Joint Press Release of MidAmerican Energy Holding Company and Constellation Energy Group, Inc., dated October 2, 2008. 99.2 Letter Agreement, dated October 1, 2008. 6 EX-99.1 2 m100208b.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE For more information, contact: MidAmerican Energy Holdings Company: Sara J. Schillinger/Ann Thelen 515-242-4032/515-281-2785 Constellation Energy: Robert L. Gould/Debra Larsson 410-470-7433 Investor Contacts (Constellation Energy): Kevin Hadlock/Jane Mosher 410-470-3647 MidAmerican Merger with Constellation Energy Advances with Conclusion of 14-Day Due Diligence DES MOINES, Iowa and Baltimore - (Oct. 2, 2008) - MidAmerican Energy Holdings Company and Constellation Energy (NYSE: CEG) today announced that MidAmerican has completed its 14-day due diligence of Constellation Energy's retail and wholesale businesses, including trading records, and the merger of the two companies continues to proceed as outlined in the Sept. 19, 2008, Agreement and Plan of Merger. "Our 14-day due diligence was completed early, and we waived the related termination right under the merger agreement," said Gregory E. Abel, president and chief executive officer of MidAmerican. "We are pleased to be moving forward with the transaction." "With MidAmerican's affirmation of the stability and underlying strength of Constellation Energy and the recent infusion of $1 billion to increase our liquidity, we are now poised to successfully complete the merger approval process," said Mayo A. Shattuck III, chairman, president and chief executive officer of Constellation Energy. - more - MidAmerican and Constellation Energy announced Sept. 19, 2008, the companies had reached a definitive merger agreement in which MidAmerican will purchase all of the outstanding shares of Constellation Energy for a cash consideration of approximately $4.7 billion, or $26.50 per share. The definitive agreement has been approved by both companies' boards of directors and is subject to shareholder and customary federal and state regulatory approvals. The transaction is expected to close in nine to 12 months. About Constellation Energy Constellation Energy (www.constellation.com), a FORTUNE 125 company with 2007 revenues of $21 billion, is the nation's largest competitive supplier of electricity to large commercial and industrial customers and the nation's largest wholesale power seller. Constellation Energy also manages fuels and energy services on behalf of energy intensive industries and utilities. It owns a diversified fleet of 83 generating units located throughout the United States, totaling approximately 9,000 megawatts of generating capacity. The company delivers electricity and natural gas through the Baltimore Gas and Electric Company (BGE), its regulated utility in Central Maryland. About MidAmerican Energy Holdings MidAmerican Energy Holdings Company, based in Des Moines, Iowa, is a global provider of energy services. Through its energy-related business platforms, MidAmerican provides electric and natural gas service to more than 6.9 million customers worldwide. These business platforms are Pacific Power, Rocky Mountain Power and PacifiCorp Energy, which comprise PacifiCorp; MidAmerican Energy Company; CE Electric UK; Northern Natural Gas Company; Kern River Gas Transmission Company; and CalEnergy. Information about MidAmerican is available at www.midamerican.com. Forward-Looking Statements and Additional Information This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed transaction between Constellation Energy and MidAmerican Energy Holdings Company and the expected timing and completion of the transaction. Words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions are intended to identify forward-looking statements. Such statements are based upon the current beliefs and expectations of our management and involve a number of - more - significant risks and uncertainties, many of which are difficult to predict and generally beyond the control of Constellation Energy and MidAmerican. Actual results may differ materially from the results anticipated in these forward-looking statements. The following factors, among others, could cause or contribute to such material differences: the ability to obtain the approval of the transaction by Constellation Energy's shareholders; the ability to obtain governmental approvals of the transaction or to satisfy other conditions to the transaction on the terms and expected timeframe or at all; transaction costs; economic conditions; and the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or government entities. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in the 2007 Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission and in the proxy statement Constellation Energy intends to file with the Securities and Exchange Commission and mail to its shareholders with respect to the proposed transaction, each of which are or will be available at the Securities and Exchange Commission's Web site (http://www.sec.gov) at no charge. This communication is being made in respect of the proposed merger transaction involving Constellation Energy and MidAmerican Energy Holdings Company. In connection with the proposed transaction, Constellation Energy will file with the Securities and Exchange Commission a proxy statement and will mail the proxy statement to its shareholders. Shareholders are encouraged to read the proxy statement regarding the proposed transaction when it becomes available because it will contain important information. Shareholders will be able to obtain a free copy of the proxy statement, as well as other filings made by Constellation Energy regarding Constellation Energy, MidAmerican Energy Holdings Company and the proposed transaction, without charge, at the Securities and Exchange Commission's Internet site (http://www.sec.gov). These materials can also be obtained, when available, without charge, by directing a request to Constellation Energy per the investor relations contact information above. Constellation Energy, MidAmerican Energy Holdings Company and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Constellation Energy's directors and executive officers is available in Constellation Energy's notice of annual meeting and proxy statement for its most recent annual meeting and Constellation Energy's Annual Report on Form 10-K for the year ended December 31, 2007, which were filed with the Securities and Exchange Commission on February 27, 2008, and April 29, 2008, respectively. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the Securities and Exchange Commission. # # # EX-99.2 3 m100208c.txt LETTER AGREEMENT Exhibit 99.2 MidAmerican Energy Holdings Company 666 Grand Avenue, Suite 500 Des Moines, Iowa 50309 October 1, 2008 Charles Berardesco Vice President and Deputy General Counsel Constellation Energy Group, Inc. 750 E. Pratt Street Baltimore, Maryland 21202 Re: Waiver of Limited Due Diligence Termination Right ------------------------------------------------- Dear Charles: Reference is hereby made to that certain Agreement and Plan of Merger, dated as of September 19, 2008 (the "Merger Agreement"), by and among Constellation Energy Group, Inc., a Maryland corporation (the "Company"), MidAmerican Energy Holdings Company, an Iowa corporation (the "Parent"), and MEHC Merger Sub Inc., a Maryland corporation and a wholly owned subsidiary of Parent (the "Merger Sub"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement. Parent hereby waives the right to terminate the Merger Agreement pursuant to Section 9.1(h) thereof. This waiver is limited in scope and shall not be deemed to waive, modify or amend any rights or obligations of the Company, Parent or Merger Sub under or pursuant to the Merger Agreement, including Parent's right to exercise the Limited Due Diligence Termination Right (as modified pursuant to Section 8.2(k) of the Merger Agreement) in determining whether the closing condition contained in Section 8.2(k) of the Merger Agreement is satisfied at the Closing. This letter shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to conflicts of laws principles thereof. [Signature Page Follows] Please confirm our understanding regarding the matters set forth herein by countersigning this letter and returning a copy to us. Very truly yours, MIDAMERICAN ENERGY HOLDINGS COMPANY By: /s/ Gregory E. Abel ---------------------------------------------- Name: Gregory E. Abel Title: President and Chief Executive Officer Accepted and Agreed as of October 1, 2008: CONSTELLATION ENERGY GROUP, INC. By: /s/ Charles Berardesco -------------------------------------------------- Name: Charles Berardesco Title: Vice President and Deputy General Counsel cc: Mayo A. Shattuck III George Stamas Mark Director Doug Anderson Peter Hanlon -----END PRIVACY-ENHANCED MESSAGE-----