-----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, AOPS8KhX4km8qVPBjpLdBE50u8o5SkbILMqrIomW9Zjp/gZKexfG1Hw3E70EZRyq I+B4kfmENhCvIPduWujv/w== 0000899140-08-001873.txt : 20081009 0000899140-08-001873.hdr.sgml : 20081009 20081009152836 ACCESSION NUMBER: 0000899140-08-001873 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081009 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081009 DATE AS OF CHANGE: 20081009 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: 081116009 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 m4505090a.txt 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 9, 2008 (October 9, 2008) --------------------------------- Date of Report (Date of earliest event reported) MidAmerican Energy Holdings Company (Exact name of registrant as specified in its charter)
Iowa 001-14881 94-2213782 - -------------------------------------------------- ------------------------- -------------------------------------- (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 666 Grand Avenue, Suite 500 Des Moines, Iowa 50309-2580 - -------------------------------------------------- ------------------------- -------------------------------------- (Address of principal executive offices) (Zip code)
515-242-4300 ------------ (Registrant's telephone number, including area code) N/A --- (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [X] 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 9, 2008, MidAmerican Energy Holdings Company ("MidAmerican") issued a press release announcing that it has made regulatory filings with the U.K. Financial Services Authority and the Commission of the European Communities related to MidAmerican's proposed merger with Constellation Energy Group, Inc. ("Constellation Energy"). A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release of MidAmerican Energy Holdings Company, dated October 9, 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 9, 2008 /s/ Douglas L. Anderson Douglas L. Anderson Senior Vice President and General Counsel 5 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of MidAmerican Energy Holdings Company, dated October 9, 2008. 6 EX-99.1 2 m4505090b.txt PRESS RELEASE FOR IMMEDIATE RELEASE For more information, contact: MidAmerican Energy Holdings Company: Sara Schillinger/Ann Thelen 515-281-2785 MidAmerican Files with U.K. Financial Services Authority and Commission of the European Communities Regarding Proposed Constellation Energy Merger DES MOINES, Iowa - Oct. 9, 2008 - MidAmerican Energy Holdings Company today made regulatory filings with the U.K. Financial Services Authority and the Commission of the European Communities regarding its proposed merger with Constellation Energy (NYSE: CEG). An Application for Change in Controller was filed with the Financial Services Authority, and a Short Form Notification of a Proposed Concentration was submitted to the Commission of the European Communities. "These filings further advance our plan to achieve prompt shareholder and regulatory approvals for our merger with Constellation Energy," said Gregory E. Abel, president and chief executive officer of MidAmerican. "This merger will bring needed long-term financial stability to Constellation Energy." On Sept. 19, MidAmerican and Constellation Energy 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, among other things, shareholder and customary regulatory approvals. - more - U.K./EC Filing/Page 2 About MidAmerican Energy Holdings Company 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; Northern Electric and Yorkshire Electricity, which comprise 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 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 time frame 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. - more - U.K./EC Filing/Page 3 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 Web site (http://www.sec.gov ). These materials also can be obtained, when available, without charge, by directing a request to Constellation Energy per the investor relations contact information below. 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 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----