SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MidAmerican Energy Company
(formerly Iowa-Illinois Gas and Electric Company)
(Name of issuer)
Non-Voting Preferred Stock, no par value
(formerly Cumulative Preference Stock, voting, no par value)
(Title of class of securities)
595620-20-4
(CUSIP number)
Louise M. Parent, Esq.
American Express Company
American Express Tower
World Financial Center
New York, New York 10285
(212) 640-2000
(Name, address and telephone number of person authorized
to receive notices and communications)
February 10, 1995
(Date of event which requires
filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this Schedule
because of Rule 13d-1(b)(3) or (4), check the following
line
____
Check the following line if a fee is being paid with this
statement
____
-1-
<PAGE>
SCHEDULE 13D
CUSIP NO. 595620-20-4
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Express Financial Corporation
(formerly IDS Financial Corporation)
13-3180631
2) CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP
(A) ____ (B) X
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable.
5) CHECK LINE IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
____
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER - 0 -
8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER - 0 -
9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER - 0 -
10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER - 0 -
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
12) CHECK LINE IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
____
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14) TYPE OF REPORTING PERSON
CO, IA
-2-
<PAGE>
SCHEDULE 13D
CUSIP NO. 595620-20-4
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Express Travel Related Services
Company, Inc.
13-3133497
2) CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP
(A) ____ (B) X
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable.
5) CHECK LINE IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
____
6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER - 0 -
8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER - 0 -
9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER - 0 -
10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER - 0 -
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
12) CHECK LINE IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
____
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14) TYPE OF REPORTING PERSON
CO
-3-
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Preferred Stock, non-voting,
no par value (the "Non-Voting Preferred Stock") of MidAmerican
Energy Company, an Iowa corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 666
Grand Ave., Des Moines, Iowa 50303.
Effective July 1, 1995, Iowa-Illinois Gas and Electric
Company ("Iowa-Illinois"), Midwest Resources Inc. and Midwest
Power Systems Inc. merged with and into MidAmerican Energy
Company. On the effective date all Iowa-Illinois Cumulative
Preference Stock, voting, no par value, was converted on a one-
for-one basis into Non-Voting Preferred Stock of MidAmerican
Energy Company.
Item 2. Identity and Background.
(a)-(c), (f) This Statement is filed by American
Express Financial Corporation ("AEFC"), a Delaware corporation
and a wholly-owned subsidiary of American Express Company, a New
York corporation ("American Express"), and American Express
Travel Related Services Company, Inc. ("TRS"), a New York
corporation and a wholly-owned subsidiary of American Express.
The principal business of American Express is providing travel
related services, financial advisory services and international
banking services throughout the world. The principal business of
TRS is providing travel related services. The principal business
of AEFC is providing financial advisory services. The address of
the principal business and principal office for both American
Express and TRS is American Express Tower, World Financial
Center, New York, New York 10285. The address of the principal
business and principal office of AEFC is IDS Tower 10,
Minneapolis, Minnesota 55440.
The name, residence or business address, present principal
occupation or employment, and the name, principal business and
address of any corporation or other organization in which such
employment is conducted, and citizenship, of each executive
officer and director of American Express, TRS and AEFC are set
forth in Exhibits 1, 2 and 3, respectively, and are incorporated
herein by reference.
(d), (e) Neither American Express, TRS or AEFC,
nor, to the best of their knowledge, any of the current directors
or executive officers of American Express, TRS or AEFC have
during the last five years, (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
-4-
<PAGE>
order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The events requiring this filing were the purchase of
10,000 shares of Iowa-Illinois Cumulative Preference Stock,
voting, no par value, on February 10, 1995 beneficially owned by
AEFC and the conversion on July 1, 1995 of the Iowa-Illinois
Preference Stock beneficially owned by AEFC and TRS into shares of
MidAmerican Energy Company Non-Voting Preferred Stock.
Item 4. Purpose of Transaction.
On February 10, 1995, 10,000 shares of Iowa-Illinois
Cumulative Preference Stock, voting, no par value, were purchased
by AEFC in the over-the-counter market at a price of $105.39 per
share. The funds used for this purchase were general corporate
funds. The purchase was made in the ordinary course of the
management of AEFC's investment portfolio.
Effective July 1, 1995, Iowa-Illinois, Midwest Resources
Inc. and Midwest Power Systems Inc. merged with and into
MidAmerican Energy Company. On the effective date all Iowa-
Illinois Cumulative Preference Stock, voting, no par value, was
converted on a one-for-one basis into Non-Voting Preferred Stock
of MidAmerican Energy Company.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, TRS and AEFC beneficially own
an aggregate of 108,300 shares of the Non-Voting Preferred Stock
representing approximately 3.36% of the outstanding shares of the
Non-Voting Preferred Stock (based on 3,217,789 shares outstanding
according to information provided by the Issuer to American
Express). As described in Item 5(b), TRS shares with AEFC
investment power with respect to 35,000 shares of the Non-Voting
Preferred Stock. American Express disclaims beneficial ownership
of all of the foregoing shares. As of the date hereof, to the
best knowledge of American Express, AEFC and TRS, respectively,
none of the executive officers or directors of American Express,
AEFC or TRS beneficially owned any shares of the Non-Voting
Preferred Stock.
(b) TRS shares with AEFC the power to dispose or direct
the disposition of 35,000 shares of Non-Voting Preferred Stock
reported in response to Item 5(a) above. The Non-Voting
Preferred Stock presently has no voting rights.
-5-
<PAGE>
(c) Except as described in Items 3 and 4, none of
American Express, AEFC, TRS or, to the best knowledge of American
Express, AEFC or TRS, respectively, any director or executive
officer of American Express, AEFC or TRS has effected any
transaction in the shares of the Non-Voting Preferred Stock
during the past 60 days.
(d) No other person is known to have the right to receive
or the power to direct the receipt of dividends from the shares
of Non-Voting Preferred Stock.
(e) On July 1, 1995, AEFC and TRS ceased to be the
beneficial owners of more than five percent of this class of
securities.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
AEFC provides investment management and accounting
services for TRS in connection with certain securities owned by
TRS in a proprietary capacity, including the Preferred Stock
reported in response to Item 5(a) above. Except as described in
Item 5(b) above, and the preceding sentence, none of American
Express, TRS and AEFC, or, to the best knowledge of American
Express, TRS and AEFC, any of the executive officers or directors
of American Express, TRS and AEFC, has any contracts,
arrangements, understandings or relationships (legal or
otherwise) with each other or with any other person with respect
to any securities of the Issuer, including but not limited to the
transfer or voting of any of the shares of the Preferred Stock,
finder's fees, joint ventures, loan or option arrangement, puts
or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
1. Information with respect to executive officers
and directors of American Express.
2. Information with respect to executive officers
and directors of TRS.
3. Information with respect to executive officers
and directors of AEFC.
-6-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: December 15, 1995
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
By: /s/ Stephen P. Norman
Name: Stephen P. Norman
Title: Secretary
-7-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: December 15, 1995
AMERICAN EXPRESS FINANCIAL
CORPORATION
By: /s/ Robert F. Erdman
Name: Robert F. Erdman
Title: Assistant Treasurer
-8-
<PAGE>
EXHIBIT INDEX
EXHIBIT
1. Information with respect to
executive officers and directors of
American Express.
2. Information with respect to executive
officers and directors of TRS.
3. Information with respect to executive
officers and directors of AEFC.
-9-
<PAGE>
EXHIBIT 1
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS
AND DIRECTORS OF AMERICAN EXPRESS
The following information sets forth the name,
business address and present principal occupation of each of the
directors and executive officers of American Express. Except as
indicated below, the business address of each director and
executive officer of American Express is American Express Tower,
World Financial Center, New York, New York 10285. Each of the
directors and executive officers of American Express, with the
exception of David M. Culver and F. Ross Johnson who are citizens
of Canada, is a citizen of the United States.
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
Daniel F. Akerson Chairman and Chief Executive Officer
General Instrument Corporation
181 W. Madison Street
49th Floor
Chicago, Illinois 60602
Anne L. Armstrong Chairman of the Board of Trustees
Center for Strategic and International
Studies
P.O. Box 1358
Kingsville, Texas 78364
Edwin L. Artzt Chairman of the Executive Committee
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202-3315
William G. Bowen President
The Andrew W. Mellon Foundation
140 East 62nd Street
New York, New York 10021
David M. Culver Chairman
CAI Capital Corporation
3429 Drummond Street
Suite 200
Montreal, Canada H3G 1X6
-10-
<PAGE>
Charles W. Duncan Jr. Duncan Interests
600 Travis
Suite 6100
Houston, Texas 77002-3007
Harvey Golub Chairman of the Board and Chief
Executive Officer
American Express Company
Beverly Sills Greenough Chairman
Lincoln Center for the Performing Arts
165 West 65th Street
9th Floor
New York, New York 10023
F. Ross Johnson Chairman and Chief Executive Officer
RJM Group
200 Galleria Parkway, N.W.
Suite 970
Atlanta, Georgia 30339
Vernon E. Jordan Jr. Senior Partner
Akin, Gump, Strauss, Hauer & Feld,
L.L.P.
1333 New Hampshire Avenue, N.W.
Suite 400
Washington, D.C. 20036
Henry A. Kissinger Chairman
Kissinger Associates, Inc.
350 Park Avenue
26th Floor
New York, New York 10022
Drew Lewis Chairman and Chief Executive Officer
Union Pacific Corporation
Martin Tower
1170 Eighth Avenue
16th Floor
Bethlehem, Pennsylvania 18018
Aldo Papone Senior Advisor
American Express Company
Frank P. Popoff Chairman of the Board
The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674
-11-
<PAGE>
EXECUTIVE OFFICERS OF AMERICAN EXPRESS WHO ARE NOT DIRECTORS
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
Anne M. Busquet President
American Express Relationship Services
American Express Travel Related
Services Company, Inc.
Kenneth I. Chenault Vice Chairman, American Express
Company;
President, U.S.A., American Express
Travel Related Services Company, Inc.
George L. Farr Vice Chairman
American Express Company
Steven D. Goldstein Chairman and Chief Executive Officer
American Express Bank Ltd.
John D. Hayes Executive Vice President
Global Advertising
American Express Company
William J. Heron, Jr. President
American Express Financial Services
Direct
American Express Travel Related
Services Company, Inc.
David House President
Establishment Services Worldwide
American Express Travel Related
Services Company, Inc.
David R. Hubers President and Chief Executive Officer
American Express Financial Corporation
IDS Tower 10
Minneapolis, Minnesota 55440
Joseph W. Keilty Executive Vice President
Human Resources and Quality
American Express Company
Carl B. Lehmann, III President
Stored Value Group
American Express Travel Related
Services Company, Inc.
-12-
<PAGE>
Jonathan S. Linen Vice Chairman
American Express Company
Allan Z. Loren Executive Vice President and Chief
Information Officer
American Express Company
Michael P. Monaco Executive Vice President and Chief
Financial Officer
American Express Company
Louise M. Parent Executive Vice President and
General Counsel
American Express Company
Phillip J. Riese President
U.S. Consumer Card Services Group
American Express Travel Related
Services Company, Inc.
Thomas O. Ryder President, TRS International, Inc.
American Express Travel Related
Services Company, Inc.
Thomas Schick Executive Vice President
Corporate Affairs and Communications
American Express Company
-13-
<PAGE>
EXHIBIT 2
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS
AND DIRECTORS OF TRS
The following information sets forth the name, business
address and present principal occupation of each of the directors
and executive officers of TRS. The business address of each
director and executive officer of TRS is American Express Tower,
World Financial Center, New York, New York 10285. Each of the
directors and executive officers of TRS is a citizen of the
United States.
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
Harvey Golub Chairman and Chief Executive Officer
American Express Travel Related
Services Company, Inc.
Walter S. Berman Executive Vice President and Chief
Financial Officer
American Express Travel Related
Services Company, Inc.
Kenneth I. Chenault Vice Chairman, American Express
Company;
President, U.S.A., American Express
Travel Related Services Company, Inc.
Louise M. Parent Executive Vice President and General
Counsel
American Express Company
-14-
<PAGE>
EXECUTIVE OFFICERS OF TRS WHO ARE NOT DIRECTORS
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
Anne M. Busquet President
American Express Relationship Services
American Express Travel Related
Services Company, Inc.
William J. Heron, Jr. President
American Express Financial Services
Direct
American Express Travel Related
Services Company, Inc.
David House President
Establishment Services Worldwide
American Express Travel Related
Services Company, Inc.
Carl B. Lehmann, III President
Stored Value Group
American Express Travel Related
Services Company, Inc.
Phillip J. Riese President
Consumer Card Services Group
American Express Travel Related
Services Company, Inc.
Thomas O. Ryder President
TRS International, Inc.
American Express Travel Related
Services Company, Inc.
Bonnie J. Stedt Executive Vice President, Human
Resources
American Express Travel Related
Services Company, Inc.
-15-
<PAGE>
EXHIBIT 3
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS
AND DIRECTORS OF AEFC
The following information sets forth the name, business
address and present principal occupation of each of the directors
and executive officers of AEFC. Except as indicated below, the
business address of each director and executive officer of AEFC
is IDS Tower 10, Minneapolis, Minnesota 55440. Each of the
directors and executive officers of AEFC is a citizen of the
United States.
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
William H. Dudley Executive Vice President, Investment
Operations
American Express Financial Corporation
Harvey Golub Chairman and Chief Executive Officer
American Express Company
American Express Tower
World Financial Center
New York, New York 10285
Peter J. Anderson Senior Vice President, Investments
American Express Financial Corporation
Karl J. Breyer Senior Vice President, Corporate
Affairs and General Counsel
American Express Financial Corporation
James E. Choat Senior Vice President, Field Management
American Express Financial Corporation
Roger S. Edgar Senior Vice President and
Technology Advisor
American Express Financial Corporation
Gordon L. Eid Senior Vice President and Deputy
General Counsel
American Express Financial Corporation
-16-
<PAGE>
David R. Hubers President and Chief Executive Officer
American Express Financial Corporation
Marietta L. Johns Senior Vice President, Field Management
American Express Financial Corporation
Susan D. Kinder Senior Vice President, Human Resources
American Express Financial Corporation
Richard W. Kling Senior Vice President, Risk Management
Products
American Express Financial Corporation
Steven C. Kumagai Senior Vice President, Field Management
and Business Systems
American Express Financial Corporation
Peter A. Lefferts Senior Vice President, Corporate
Strategy and Development
American Express Financial Corporation
Douglas A. Lennick Executive Vice President, Private
Client Group
American Express Financial Corporation
Jonathan S. Linen Vice Chairman
American Express Company
American Express Tower
World Financial Center
New York, New York 10285
James A. Mitchell Executive Vice President, Marketing
and Products
American Express Financial Corporation
Barry J. Murphy Senior Vice President, Client Service
American Express Financial Corporation
Erven A. Samsel Senior Vice President, Field Management
American Express Financial Corporation
John R. Thomas Senior Vice President, Information and
Technology
American Express Financial Corporation
Norman Weaver Jr. Senior Vice President, Field Management
American Express Financial Corporation
William N. Westhoff Senior Vice President and Global Chief
Investment Officer
American Express Financial Corporation
-17-
<PAGE>
Michael R. Woodward Senior Vice President, Field Management
American Express Financial Corporation
Melinda S. Urion Senior Vice President, and Chief
Financial Officer
American Express Financial Corporation
-18-
<PAGE>
