-----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, TC7L1rtHb/o4VnANtTAM36vu/8uGmd7tZPR5LbHVKL5bcD6i8cz1qdAMQk5GjfgX vEEzbig1lJTvjLOBHZUi2Q== 0000928576-99-000012.txt : 19990521 0000928576-99-000012.hdr.sgml : 19990521 ACCESSION NUMBER: 0000928576-99-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990312 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDAMERICAN ENERGY CO CENTRAL INDEX KEY: 0000928576 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 421425214 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11505 FILM NUMBER: 99564054 BUSINESS ADDRESS: STREET 1: 666 GRAND AVE STREET 2: P O BOX 657 CITY: DES MOINES STATE: IA ZIP: 50306-9244 BUSINESS PHONE: 5152424300 MAIL ADDRESS: STREET 1: 666 GRAND AVENUE POST OFFICE BOX 9244 STREET 2: 666 GRAND AVENUE POST OFFICE BOX 9244 CITY: DES MOINES STATE: IA ZIP: 50306-9244 8-K 1 3-12-99 MIDAMERICAN 8-K CURRENT REPORT 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 Date of Report (Date of earliest event reported): March 12, 1999 Commission Exact Name Of Registrant As IRS Employer File Number Specified In Its Charter Identification No. - - ----------- ---------------------------- ------------------ 1-11505 MidAmerican Energy Company 42-1425214 (An Iowa Corporation) 666 Grand Avenue, P. O. Box 657, Des Moines, Iowa 50303-0657 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 515/242-4300 1 Item 1. Changes in Control of the Registrant. On March 12, 1999, the parties to an Agreement and Plan of Merger dated August 11, 1998 completed a transaction whereby MidAmerican Energy Company, an Iowa corporation and operating public utility company (the "Company"), became a wholly owned indirect subsidiary of MidAmerican Energy Holdings Company, an Iowa corporation and the successor by merger to CalEnergy Company, Inc. ("CalEnergy"). Prior to this merger CalEnergy was a Delaware corporation, however, it merged with and into its wholly owned subsidiary, Maverick Reincorporation Sub, Inc., an Iowa corporation ("Maverick") with the surviving entity being an Iowa corporation (the "Reincorporation Merger"). Immediately following the Reincorporation Merger, MAVH Inc., an Iowa corporation and wholly owned subsidiary of CalEnergy, merged (the "Holdings Merger") with and into the Company's parent, MidAmerican Energy Holdings Company, an Iowa corporation ("Holdings"). As a part of the Holdings Merger, Holdings changed its name to MHC Inc. Subsequent to the Holdings Merger, Maverick changed its name to MidAmerican Energy Holdings Company ("Mid- American"). As a result of the Reincorporation Merger and the Holdings Merger, the Company remained a wholly owned subsidiary of MHC Inc. but became an indirect subsidiary of MidAmerican, all other direct and indirect subsidiaries of Holdings each became an indirect subsidiary of MidAmerican and each outstanding share of common stock of Holdings was converted into the right to receive $27.15 in cash. CalEnergy and its wholly owned subsidiary MidAmerican Funding LLC ("Funding") financed the purchase of all outstanding shares of Holdings common stock with the net proceeds of a $700 million offering of Funding's senior secured notes and bonds and an equity contribution from CalEnergy. A portion of the CalEnergy equity contribution was provided from approximately $930 million in net proceeds to CalEnergy from its sale of senior notes in September and November of 1998. The balance of the CalEnergy equity contribution was funded from cash on hand, from available borrowings under CalEnergy's lines of credit and from the proceeds of CalEnergy's recently completed sales of a least 50% of its interest in all of its qualifying facility projects. A copy of the news release with respect to such transaction is attached as an exhibit to this report. Item 4. Changes in Registrant's Certifying Accountant. a. On March 12, 1999, MidAmerican Energy Company and its affiliates (the "Company") became an indirect wholly owned subsidiary of CalEnergy Company, Inc. in a transaction approved by the Board of Directors of the Company's parent on August 11, 1998. Deloitte & Touche LLP serves as the independent accounting firm engaged to audit the financial statements of CalEnergy Company, Inc. and all of its subsidiaries. Accordingly, on March 12, 1999, Company management informed Pricewater- houseCoopers LLP that as a result of the Board-approved transaction, the firm would no longer be engaged as independent accountants for the Company for accounting periods subsequent to the fiscal year ended December 31, 1998. Such termination will be effected upon the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. PricewaterhouseCoopers LLP's reports on the Company's financial statements for the two most recent fiscal years ended December 31, 1997 and 1998 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the two most recent fiscal years ended December 31, 1997 and 1998, and during the subsequent interim period through March 12, 1999, there were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused it to make a reference to the subject matter of the disagreements in connection with its audit reports. During the two most recent fiscal years ended December 31, 1997 and 1998, and during subsequent interim periods through March 12, 1999, there were no reportable events (as defined in Securities and Exchange Commission Regulation S-K Item 304(a)(1)(v)). The Company requested PricewaterhouseCoopers LLP to furnish a letter addressed to the Commission stating whether it agrees with the above statements. PricewaterhouseCoopers LLP's letter dated March 12, 1999 is filed as Exhibit 16 to this Form 8-K. b. By action taken on March 12, 1999, MidAmerican Energy Company's Board of Directors approved the appointment of the accounting firm of Deloitte & Touche LLP as independent accountants for the Company for 1999. During the last two fiscal years ending December 31, 1997 and 1998, and during the subsequent interim period through March 12, 1999, the Company did not consult Deloitte & Touche LLP regarding any of the matters or events set forth in Securities and Exchange Commission Regulation S-K Item 304(a)(2)(i) and (ii). Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. 16 - Letter from PricewaterhouseCoopers LLP dated March 12, 1999. Exhibit No. 99 - News Release of MidAmerican Energy Company dated March 12, 1999. 2 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 thereunto duly authorized. MIDAMERICAN ENERGY COMPANY /s/ Paul J. Leighton Paul J. Leighton Vice President and Corporate Secretary March 12, 1999 3 EX-16 2 EXHIBIT 16 - LETTER FROM PRICEWATERHOUSECOOPERS Exhibit 16 [PRICEWATERHOUSECOOPERS LLP LETTERHEAD] March 12, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by MidAmerican Energy Company (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated March 12, 1999. We agree with the statements concerning our Firm in such Form 8-K. We have no basis to agree or disagree with the Company's statements in paragraph b. Very truly yours, /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP 5 EX-99 3 EXHIBIT 99 - NEWS RELEASE FROM MIDAMERICAN ENERGY Exhibit 99 [MidAmerican Energy Holdings Company letterhead] CalEnergy and MidAmerican Close Merger FOR IMMEDIATE RELEASE OMAHA, NEBRASKA and DES MOINES, IOWA, March 12, 1999 --- CalEnergy Company, Inc. ("CalEnergy") (NYSE: CE; PCX and London) and MidAmerican Energy Holdings Com- pany ("MidAmerican Energy") (NYSE: MEC) have combined to form a new fast-growing competitive energy company following the closing today of CalEnergy's acquisi- tion of MidAmerican Energy. CalEnergy has reincorporated in Iowa under its new name, MidAmerican Energy Holdings Company ("MidAmerican" or the "Company"), becoming the state's largest publicly traded company based on combined 1998 revenues of $4.62 billion. As of Monday, March 15, 1999, the Company stock will trade under the 'MEC' symbol. "We are extremely excited to launch the new MidAmerican, a company which is uniquely positioned for growth in the deregulating global energy markets," said David L. Sokol, Chairman and Chief Executive Officer of the Company. "Today marks a crucial milestone in our quest to become a leading global provider of a full range of energy services. Through the merger we've nearly doubled our generating capacity and gained access to retail markets in the United States. We will strengthen our focus on delivering the best possible service to our customers and to increasing operating efficiencies as we continue to grow our core businesses. The completion of this merger is good news for our customers, our shareholders, employees and communities worldwide." Highlights of the new MidAmerican include: Serves 3.37 million customers worldwide (2.15 million electricity customers and 1.22 million natural gas customers) Has $11 billion in assets and $4.62 billion in total 1998 combined revenues Owns interests in 10,000 megawatts of total generating capacity through 41 generating facilities worldwide Employs 9,700 people throughout the world Primary subsidiary operations include: - Northern Electric and Gas, a rapidly growing U.K. utility with experience in a deregulated energy market; - MidAmerican Energy, a Midwestern U.S. utility serving customers in Illinois, Iowa, Nebraska and South Dakota; - CalEnergy, the entity under which independent power production facilities and non-regulated businesses are developed; - MidAmerican Realty Services, the second largest real estate brokerage organization in the U.S. with operations in seven states. MidAmerican Energy Holdings Company March 12, 1999 Page -2- To complete the transaction, CalEnergy paid $27.15 for each outstanding common share of MidAmerican Energy stock, for a total of approximately $2.42 billion. A pro-rated dividend for the period commencing March 1, 1999 and ending March 11, 1999 of approximately 3.59 cents per share will be paid to shareholders of record of the former MidAmerican Energy as of March 12, 1999. The dividend will be processed and mailed to all shareholders of the former company during the next several weeks. The Company will be headquartered in Des Moines, Iowa with the office of the Chairman and Chief Executive Officer remaining in Omaha, Nebraska (former headquarters of CalEnergy) to focus on strategic planning, mergers and acquisitions and global development. The new President and Chief Operating Officer, Gregory E. Abel, will be based in Des Moines, along with the Company's Senior Vice President and General Counsel, John Rasmussen and Senior Vice President and Chief Financial Officer, Alan Wells. Stanley Bright will serve as Vice Chairman of the Board and a member of its Executive Committee. Greg Abel, President and Chief Operating Officer of MidAmerican said, "Since the merger was first announced last August, we have been pleased with the accomp- lishments the companies have achieved. Of particular note, we are on schedule with our planned development of a 500 megawatt gas-fired generating facility near the Quad Cities of Iowa and Illinois. This project is part of our long-term strategy to aggressively compete in the upper Midwest." Underscoring MidAmerican's commitment to the communities in which it operates, the Company also announced today that it will implement `Global Days of Service,' an innovative community relations program that encourages volunteer work by MidAmerican employees in their home communities around the world. MidAmerican has pledged $250,000 to be shared among the various charitable organizations for which the employees volunteer. This new program supplements the more than $3.5 million in annual contributions the Company already donates around the world. "With our Global Days of Service initiative," Chairman Sokol said, "We want to encourage our employees to become more involved with helping others, and also want to recognize the many active employee volunteers who already give so much back to the communities we serve." MidAmerican will officially launch its Global Days of Service program in April as part of National Volunteer month. From April 12, 1999 through April 12, 2000, any MidAmerican employee who volunteers personal time for a not-for-profit or charitable organization can apply to MidAmerican for a cash donation. The size of the donation will depend on the number of hours invested by the employee and the number of organizations served, and the contributions will be split evenly among the organizations from the $250,000 pool MidAmerican has set aside for the program. MidAmerican Energy Holdings Company March 12, 1999 Page -3- The Company has also adopted a new Shareholder Rights Plan, which will take effect immediately following completion of the merger, and has declared a divi- dend thereunder of one preferred share purchase right (a "Right") for each out- standing share of the Company's Common Stock. The new Rights Plan has terms and conditions that are substantially the same as those contained in the previous CalEnergy shareholder rights plan, and provides that the Rights will first become exercisable under certain circumstances involving the acquisition of beneficial ownership of 20% or more of the Company's Common Stock or the commencement or announcement of a tender offer or exchange offer for 30% or more of the Common Stock. The Rights have the effect of making a change of control which is not approved by the Company's Board more difficult. The Rights dividend is payable on March 15, 1999 to Company shareholders of record on that date. MidAmerican Energy Holdings Company, headquartered in Des Moines, Iowa, USA, has more than 9,700 employees and is the largest publicly traded company in Iowa. Through its retail utility subsidiaries, MidAmerican Energy in the U.S. and Northern Electric in the U.K., the Company provides electric service to 2.15 million customers and natural gas service to 1.22 million customers worldwide. Through CalEnergy, the Company's independent power production and non-regulated business subsidiaries and MidAmerican Energy's utility operations, MidAmerican manages and owns interests in approximately 10,000 net megawatts of diversified power generation facilities in operation, construction and development. Information about MidAmerican and its three principal subsidiary companies is available on the Internet at http://www.midamerican.com. This press release contains forward-looking statements that are based on current expectations and involve a number of uncertainties. Reference is made to all of each company's SEC filings including CalEnergy's Report on Form 8-K dated March 6, 1998, incorporated herein by reference, for a description of such uncertainties. MidAmerican Energy Holdings Company Alan Wells, Senior Vice President and Chief Financial Officer, (515) 242-4008 Ron Giaier, Vice President, Investor Relations, (515) 242-4303 Patti McAtee, Vice President, Corporate Communications, (402) 341-4500 Kevin Waetke, Manager, Media Relations, (515) 281-2785 -----END PRIVACY-ENHANCED MESSAGE-----