<PAGE>
As Filed with the Securities and Exchange Commission on April 24, 1996
Registration No.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
MIDAMERICAN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Iowa 42-1425214
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
666 Grand Avenue, P.O. Box 657
Des Moines, Iowa 50303-657
(515) 242-4300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
MidAmerican Energy Company 1995 Long-Term Incentive Plan
(Full title of the Plan)
Paul J. Leighton
666 Grand Avenue, P. O. Box 657
Des Moines, Iowa 50303-657
(515) 242-4300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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- ------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value ....... 4,000,000(1) $16.3047(2) $65,218,750(2) $22,490
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers an additional and indeterminate
number of shares as may become issuable because of the provisions in the
Plan relating to adjustments for changes resulting from stock dividends,
stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) of the Securities Act, based upon (i) as to options
to purchase 700,000 shares of common stock, a $ 14.50 purchase price per
share and (ii) as to 3,300,000 shares of common stock, the average of the
reported high and low sales prices of the common stock of the Registrant on
the New York Stock Exchange, Inc. ("NYSE") Composite Tape on April 17,
1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, previously filed with the Securities and Exchange
Commission ("Commission") pursuant to the Securities Exchange Act of 1934, as
amended, ("Exchange Act"), are hereby incorporated by reference herein and shall
be deemed a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-11505).
2. The description of the Company's common stock, no par value
("Common Stock"), which is contained in the Registration Statement on Form
8-B filed with the Commission on June 23, 1995 under the Exchange Act,
including any subsequent amendment or any report filed for the purpose of
updating such description.
All documents, filed by or on behalf of the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and made a part hereof from their respective dates of filing (such
documents and the documents enumerated above being hereinafter referred to as
"Incorporated Documents"); provided, however, that the documents enumerated
above or subsequently filed by or on behalf of the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the
offering made by this Registration Statement is in effect prior to the filing
with the Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
II-1
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 490.850 through 490.857 of the Iowa Business Corporation Act
("IBCA") permit corporations organized thereunder to indemnify directors,
officers and employees against liability under certain circumstances. Each of
the Restated Articles of Incorporation, as amended, and the Restated Bylaws of
the Company provide for indemnification of directors, officers and employees to
the full extent provided by the IBCA. Each of the Restated Articles of
Incorporation, as amended, and the Restated Bylaws state that the
indemnification provided therein shall not be deemed exclusive. The Company may
purchase and maintain insurance on behalf of any person who is or was a
director, officer or employee of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the IBCA. Pursuant to
Section 490.857 of the IBCA, the Restated Articles of Incorporation, as amended,
and the Restated Bylaws, the Company maintains directors' and officers'
liability insurance coverage. The Company has also entered into indemnification
agreements with certain directors and officers, and expects to enter into
similar agreements with future directors and officers, to further assure such
persons indemnification as permitted by Iowa law.
As permitted by Section 490.832 of the IBCA, the Restated Articles of
Incorporation of the Company, as amended, provide that no director shall be
personally liable to the Company or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any transaction from which the director
derived an improper personal benefit or (iv) under Section 490.833 of the IBCA
(relating to certain unlawful distributions to shareholders).
ITEM 7. EXEMPTION FROM REGISTRATION
Not applicable
ITEM 8. EXHIBITS
4(1) Restated Articles of Incorporation of the Company, as
amended (filed as Exhibit 3 to the Company's
Registration Statement on Form 8-B, File No. 1-11505)*
II-2
<PAGE>
4(2) Restated Bylaws of the Company (filed as Exhibit 4 to
the Company's Registration Statement on Form 8-B, File
No. 1-11505 )*
4(3) MidAmerican Energy Company 1995 Long-Term Incentive
Plan (filed as Exhibit 10(a) to the MidAmerican Energy
Holdings Company Registration Statement on Form S-4, File
No. 333-01645)*
5 Opinion of John A. Rasmussen, Jr., Esq.
23(1) Consent of Arthur Andersen LLP
23(2) Consent of Deloitte & Touche LLP
23(3) Consent of John A. Rasmussen, Jr. (included in Exhibit 5)
------------------------
* Incorporated herein by reference, as indicated.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; (iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; Provided, however, that the
registrant need not file a post-effective amendment to include the information
required to be included by subsection (i) or (ii) if such information is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, which are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-3
<PAGE>
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Des Moines, and State of Iowa on this 24th day of
April, 1996.
MIDAMERICAN ENERGY COMPANY
By /s/ Russell E. Christiansen
---------------------------------------------
Russell E. Christiansen
Chairman and Chairman, Office of the
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on this 24th day of April, 1996.
Signature Title
--------- -----
/s/ Russell E. Christiansen Chairman of the Board, Chairman,
- ----------------------------------- Office of the Chief Executive
Russell E. Christiansen Officer, and Director (Principal
Executive Officer)
/s/ Stanley J. Bright President and President, Office of the
- ----------------------------------- Chief Executive Officer, and
Stanley J. Bright Director (Principal Executive Officer)
/s/ Lance E. Cooper Group Vice President, Finance and
- ----------------------------------- Accounting (Principal Financial Officer
Lance E. Cooper and Principal Accounting Officer)
/s/ John W. Aalfs Director
- -----------------------------------
John W. Aalfs
/s/ Betty T. Asher Director
- -----------------------------------
Betty T. Asher
II-5
<PAGE>
/s/ Robert A. Burnett Director
- -----------------------------------
Robert A. Burnett
/s/ Ross D. Christensen Director
- -----------------------------------
Ross D. Christensen
/s/ John W. Colloton Director
- -----------------------------------
John W. Colloton
/s/ Frank S. Cottrell Director
- -----------------------------------
Frank S. Cottrell
/s/ Jack W. Eugster Director
- -----------------------------------
Jack W. Eugster
/s/ Mel Foster, Jr. Director
- -----------------------------------
Mel Foster, Jr.
/s/ Nolden Gentry Director
- -----------------------------------
Nolden Gentry
/s/ James M. Hoak, Jr. Director
- -----------------------------------
James M. Hoak, Jr.
/s/ Richard L. Lawson Director
- -----------------------------------
Richard L. Lawson
/s/ Robert L. Peterson Director
- -----------------------------------
Robert L. Peterson
/s/ Nancy L. Seifert Director
- -----------------------------------
Nancy L. Seifert
/s/ W. Scott Tinsman Director
- -----------------------------------
W. Scott Tinsman
/s/ Leonard L. Woodruff Director
- -----------------------------------
Leonard L. Woodruff
II-6
<PAGE>
EXHIBIT LIST
Exhibit
No Description
------- -----------
4(1) Restated Articles of Incorporation of the Company, as amended
(filed as Exhibit 3 to the Company's Registration Statement on
Form 8-B, File No. 1-11505)*
4(2) Restated Bylaws of the Company (filed as Exhibit 4 to the
Company's Registration Statement on Form 8-B, File No. 1-11505 )*
4(3) MidAmerican Energy Company 1995 Long-Term Incentive Plan (filed
as Exhibit 10(a) to the MidAmerican Energy Holding Company
Registration Statement on Form S-4, File No. 333-01645)*
5 Opinion of John A. Rasmussen, Jr., Esq.
23(1) Consent of Arthur Andersen LLP
23(2) Consent of Deloitte & Touche LLP
23(3) Consent of John A. Rasmussen, Jr. (included in Exhibit 5)
------------------------
* Incorporated herein by reference, as indicated.
<PAGE>
EXHIBIT 5
666 Grand Avenue
P. O. Box 657
Des Moines, Iowa 50303-657
April 24, 1996
MidAmerican Energy Company
666 Grand Avenue
P.O. Box 657
Des Moines, Iowa 50303-657
Ladies and Gentlemen:
I refer to the proposed issuance and sale by you ("Company") of 4,000,000 shares
of authorized but unissued shares of your common stock, without par value
("Shares"), pursuant to the MidAmerican Energy Company 1995 Long-Term Incentive
Plan.
I have examined such documents and satisfied myself as to such matters of
procedure, law and fact as I deem relevant for the purposes hereof, and based
upon the foregoing, I advise you that, in my opinion, all requisite action will
have been taken by and before all bodies, including directors and regulatory
authorities, that is necessary to make valid the offering, issuance and sale of
the Shares when the following additional steps shall have been taken:
(1) The proposed offering, issuance and sale of the Shares shall have
been authorized by your Board of Directors, or a committee thereof;
(2) Your proposed registration statement on Form S-8 relating to the
Shares being filed with the Securities and Exchange Commission ("Commission")
under the Securities Act of 1933, as amended, ("Act"), and any required post-
effective amendments thereto shall have become effective;
(3) Certificates representing the Shares shall have been duly
executed, contersigned and registered and duly delivered against receipt by the
Company of the consideration provided in the Plan;
<PAGE>
MidAmerican Energy Company
April 24, 1996
Page 2
(4) The Shares shall have been issued and sold on the terms
contemplated by your registration statement and in accordance with the
authorizations of the Board of Directors of the Company and the applicable
provisions of the Iowa Business Corporation Act;
(5) The Federal Energy Regulatory Commission and the Illinois
Commerce Commission shall have issued the appropriate orders upon an application
with respect to the Shares filed with the Federal Energy Regulatory Commission
and the Illinois Commerce Commission; and
(6) All statutory fees imposed upon or by reason of the issuance of
the Shares shall have been paid.
I am further of the opinion that no action of any state or federal regulatory
authority, other than the Commission under the Act and the Securities Exchange
Act of 1934, as amended, and the Federal Energy Regulatory Commission and the
Illinois Commerce Commission, is required with respect to the proposed offering,
issuance and sale of the Shares, and that when the additional steps set forth
above shall have been taken the Shares will be legally issued, fully paid and
nonassessable.
I do not find it necessary for the purposes of this opinion, and accordingly
I do not purport herein, to cover the application of blue sky or securities
laws of various states relating to sales of the Shares. This opinion is being
delivered solely for the benefit of the Securities and Exchange Commission;
accordingly, it may not be quoted or otherwise circulated or used for any
other purpose without my prior written consent. I consent that copies of this
opinion letter may be filed with the Commission in connection with your
registration statement on Form S-8 with respect to the Shares.
Sincerely,
/s/ John A. Rasmussen, Jr.
- --------------------------------
John A. Rasmussen, Jr., Esq.
Counsel for MidAmerican Energy Company
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
January 26, 1996 included in MidAmerican Energy Company's Form 10-K for the year
ended December 31, 1995 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 23, 1996
<PAGE>
EXHIBIT 23(2)
DELOITTE & TOUCHE LLP [LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
MidAmerican Energy Company
We consent to the incorporation by reference in this Registration Statement
of MidAmerican Energy Company on Form S-8 of our reports dated January 25,
1995, covering the consolidated balance sheet and statement of capitalization
of Iowa-Illinois Gas and Electric Company and subsidiary as of December 31,
1994, and the related consolidated statements of income, retained earnings and
cash flows for the years ended December 31, 1994 and 1993, and the schedule
listed in Item 14(a)2 as of December 31, 1994 and 1993 and for each of the two
years in the period ended December 31, 1994, appearing in MidAmerican Energy
Company's Form 10-K for the year ended December 31, 1995. It should be noted
that we have not audited any financial statements of Iowa-Illinois Gas and
Electric Company and subsidiary subsequent to December 31, 1994, or performed
any audit procedures subsequent to the date of our report.
/s/ Deloitte & Touche LLP
April 23, 1996
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