-----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, ADMA2AEbJoQ29CM2+Zs5p1RnSQ/fXmAPJi+rlQnXWC/mk5e6F2NKWsMTC4i5xDvN QKui8/7pGQsgunsSfNhRog== 0001081316-99-000009.txt : 19990316 0001081316-99-000009.hdr.sgml : 19990316 ACCESSION NUMBER: 0001081316-99-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990226 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID AMERICAN ENERGY HOLDINGS CO /NEW/ CENTRAL INDEX KEY: 0001081316 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC, GAS & SANITARY SERVICES [4900] STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14881 FILM NUMBER: 99565000 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 8-K 1 Securities and Exchange Commission Washington, DC 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 Date of Report February 26, 1999 (Date of earliest event reported) MidAmerican Energy Holdings Company (Exact name of registrant as specified in its charter) Iowa 1-9874 94-2213782 (State of other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 666 Grand Avenue Des Moines, Iowa 50309 (Address of principal executive offices) Zip Code Registrant's Telephone Number, including area code: (515) 242- 4000 N/A (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets On February 26, 1999, the Registrant announced that it had completed the sale of its ownership interest in the Coso geothermal projects to Caithness Energy LLC for a cash sale price of $205 million plus $5 million of contingent payments and the assumption of $67 million of project debt. A copy of the press release issued by the Registrant is attached hereto as Exhibit 1. On March 3, 1999, the Registrant announced that it closed the sale of 50% of its ownership interests in CE Generation LLC to El Paso Power Holding Company, an affiliate of El Paso Energy Corporation. The consideration for the sale was $259.6 million (subject to adjustments) comprised of $236.1 million in cash along with the assumption of 50% of the Registrant's required project equity contributions totaling $23.5 million for the two CE Generation facilities currently in construction. A copy of the press release issued by the Registrant is attached hereto as Exhibit 2. Certain information included in this report contains forward- looking statements made pursuant to the Private Securities Litigation Reform Act of 1995 ("Reform Act"). Such statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause the actual results and performance of the Registrant to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statements including expectations regarding the future results of operations of Registrant. In connection with the safe harbor provisions of the Reform Act, the Registrant has identified important factors that could cause actual results to differ materially from such expectations, including development uncertainty, operating uncertainty, acquisition uncertainty, uncertainties relating to doing business outside of the United States, uncertainties relating to geothermal resources, uncertainties relating to domestic and international (and in particular, Indonesian) economic and political conditions and uncertainties regarding the impact of regulations, changes in government policy, industry deregulation and competition. Reference is made to all of the Registrant's SEC Filings, including the Proxy Statement and the Registrant's Report on Form 8-K dated March 6, 1998, incorporated herein by reference, for a description of such factors. The Company assumes no responsibility to update forward-looking information contained herein. Item 7. Financial Statements and Exhibits Exhibit 1 - Press Release dated February 26, 1999 Exhibit 2 - Press Release dated March 3, 1999 The required proforma financial information will be filed at a later date as part of an amendment to this Form 8-K. SIGNATURE 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 By: \s\ Douglas L. Anderson Douglas L. Anderson Assistant Secretary and Assistant General Counsel Dated: March 15, 1999 SIGNATURE 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 By: ______________________________ Douglas L. Anderson Assistant Secretary and Assistant General Counsel Dated: March 15, 1999 EXHIBIT 1 FOR IMMEDIATE RELEASE CalEnergy Closes Sale to Caithness Energy of Coso Power Projects OMAHA, NEBRASKA, February 26, 1999 -- CalEnergy Company, Inc. ("CalEnergy" or the "Company") (NYSE: CE; PCX; London) announced today that it closed the sale of all of its ownership interests in the Coso geothermal power projects (the "Projects") to Caithness Energy LLC ("Caithness") for an aggregate consideration of $277 million dollars. The price is comprised of $205 million in cash and $5 million in contingent payments along with the assumption of CalEnergy's affiliate's share of Project debt totaling $67 million. All ownership interests and management of the Coso Projects have been transferred to Caithness, effective today, including indirect interests in Coso Finance Partners (Navy I), Coso Energy Developers (BLM) and Coso Power Developers (Navy II). "These recent accomplishments by our Company represent some of the final steps taken in the diligent pursuit to successfully conclude the merger with MidAmerican," said David L. Sokol, Chairman and Chief Executive Officer of CalEnergy. "Our strategy for growth will remain as important to our future, as it has in our past. We remain focused and committed to becoming a leading global provider of a full range of energy services." "We look forward to the opportunity to build upon Coso's strong performance," said James Bishop, Sr., Chairman of Caithness. "Renewable forms of energy will become more important as we enter the 21st century and we believe Coso is one of the premier renewable resources in the U.S." CalEnergy Company, Inc. is a global energy company that manages and owns interests in approximately 5,000 net megawatts of power generation facilities in operation, construction and development worldwide. The Company develops and produces energy from diversified fuel sources including geothermal, natural gas and hydroelectric. Through its subsidiary Northern Electric, CalEnergy supplies and distributes electricity and gas to approximately 2.0 million customers in the United Kingdom. CalEnergy conducts business in the U.S., U.K., the Philippines, Indonesia, Poland and Australia and employs more than 4,400 people worldwide. For the year ended December 31, 1998, CalEnergy generated revenues of nearly $2.7 billion and at December 31, 1998 had assets of approximately $9.1 billion. Caithness is a privately owned developer and owner of interests in 15 operating power plants with a combined capacity of over 1,000 megawatts of electricity. Caithness is based in New York City specializing in natural resource exploration and power plant development around the world. Press Contacts: CalEnergy Company, Inc. Caithness Energy LLC Craig Hammett - Senior Vice President & CFO 402-341- 4500 James D. Bishop, Jr. 212-921- 9099 Patti McAtee - Director, Corp. Communications 402-341- 4500 Leslie J. Gelber 212-921- 9099 Diana Nelson - Brunswick, Media Relations 212-333- 3810 Christopher T. McCallion 212-921- 9099 www.calenergy.com EXHIBIT 2 FOR IMMEDIATE RELEASE Craig Hammett - Senior Vice President, Chief Financial Officer 402-341-4500 Patti McAtee - Director, Corporate Communications 402-341-4500 Diana Nelson - Brunswick 212-333-3810 CalEnergy Closes Sale to El Paso Energy 50% Ownership Interests in 14 Generating Facilities OMAHA, NEBRASKA, March 3, 1999 -- CalEnergy Company, Inc. ("CalEnergy" or the "Company") (NYSE: CE; PCX; London) announced today that it closed the sale of 50% of its ownership interests in CE Generation LLC ("CE Generation") (the holding company for 14 of CalEnergy's U.S. generating facilities) to an affiliate of El Paso Energy Corporation (NYSE: EPG) ("El Paso Energy") for an aggregate consideration of $259.6 million, subject to certain adjustments. The price is comprised of $236.1 million in cash along with the assumption of 50% of CalEnergy's required project equity contributions totaling $23.5 million for the two CE Generation facilities currently in construction and 50% of CE Generation and project level debt. Prior to closing the sale to El Paso Energy, CalEnergy received approximately $395 million in net proceeds from a $400 million debt issuance by CE Generation. CE Generation, a Delaware limited liability company and wholly owned subsidiary of CalEnergy, was formed for the purpose of owning 100% of CalEnergy's interests in 12 U.S. power generation projects which are qualifying facilities ("QFs") under PURPA and two additional generating facilities currently in construction at the Salton Sea. Collectively, the 14 power projects have a combined electric generating capacity of approximately 896 net megawatts and include ten geothermal projects near the Imperial Valley in southern California and four natural gas-fired cogeneration projects in New York, Pennsylvania, Texas and Arizona. "We believe this transaction will be a successful one for both companies," said David L. Sokol, Chairman of the Board and Chief Executive Officer of CalEnergy. "El Paso Energy is the right strategic partner for us and we are excited to begin working together." Mr. Sokol added, "The completion of this sale also brings us one step closer to finalizing the pending merger with MidAmerican Energy." CalEnergy Company, Inc. is a global energy company that manages and owns interests in approximately 5,000 net megawatts of power generation facilities in operation, construction and development worldwide. The Company develops and produces energy from diversified fuel sources including geothermal, natural gas and hydroelectric. Through its subsidiary Northern Electric, CalEnergy supplies and distributes electricity and gas to approximately 2.0 million customers in the United Kingdom. CalEnergy conducts business in the U.S., U.K., the Philippines, Indonesia, Poland and Australia and employs more than 4,400 people worldwide. For the year ended December 31, 1998, CalEnergy generated revenues of nearly $2.7 billion and at December 31, 1998 had assets of approximately $9.1 billion. www.calenergy.com -----END PRIVACY-ENHANCED MESSAGE-----