- --------------------------------------------------------------------------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 23, 1996
REGISTRATION NO. 333-10405
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
PRE-EFFECTIVE
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
MIDAMERICAN ENERGY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
IOWA 4924 42-1425214
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NUMBER)
</TABLE>
666 GRAND AVENUE
P.O. BOX 657
DES MOINES, IA 50303-0657
(515) 242-4300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
PHILIP G. LINDNER
GROUP VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
MIDAMERICAN ENERGY COMPANY
666 GRAND AVENUE
P.O. BOX 657
DES MOINES, IA 50303-0657
(515) 242-4300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-------------------------
Copies to:
DAVID M. KIES
JOSEPH B. FRUMKIN
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON
AS PRACTICABLE AFTER THE CONSUMMATION OF THE BUSINESS COMBINATION TRANSACTION
DESCRIBED HEREIN.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
-------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM
TITLE OF EACH CLASS PRICE PER AGGREGATE
OF SECURITIES TO BE AMOUNT TO BE SHARE OF OFFERING AMOUNT OF
REGISTERED REGISTERED COMMON STOCK PRICE REGISTRATION FEE
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Common stock, Not
no par value 42,122,473 applicable $594,759,971 $205,090(1)
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Previously paid.
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
AMENDMENT TO REGISTRATION STATEMENT
The Registrant hereby amends the Registration Statement to incorporate
the exhibit or exhibits filed herewith and to add the following item or items to
Item 21. See "Incorporation of Certain Information by Reference" in the Proxy
Statement contained in the Registration Statement.
Exhibit Description
99(k) August 22, 1996 News Release
99(l) August 23, 1996 Slide Presentation
Signatures
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Des Moines, State of
Iowa, on the 23rd day of August, 1996.
MIDAMERICAN ENERGY COMPANY
By /s/ S. J. BRIGHT
-----------------------------
S. J. Bright
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1933,
this report has been signed below by the following persons in the capacities
indicated, on the date set forth above.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------- ------------------------------
<C> <S>
/s/ R. E. CHRISTIANSEN* Chairman of the Board of Directors
- ----------------------------------- and Director
R. E. Christiansen
/s/ S. J. BRIGHT President, Chief Executive Officer
- ----------------------------------- and Director
S. J. Bright
/s/ P. G. LINDNER Group Vice President and Chief
- ----------------------------------- Financial Officer (Principal
P. G. Lindner Accounting Officer)
<PAGE>
/s/ J. W. AALFS* Director
- -----------------------------------
J. W. Aalfs
/s/ R. A. BURNETT* Director
- -----------------------------------
R. A. Burnett
/s/ R. D. CHRISTENSEN* Director
- -----------------------------------
R. D. Christensen
/s/ J. W. COLLOTON* Director
- -----------------------------------
J. W. Colloton
/s/ F. S. COTTRELL* Director
- -----------------------------------
F. S. Cottrell
/s/ J. W. EUGSTER* Director
- -----------------------------------
J. W. Eugster
/s/ M. FOSTER, JR.* Director
- -----------------------------------
M. Foster, Jr.
/s/ N. GENTRY* Director
- -----------------------------------
N. Gentry
/s/ J. M. HOAK, JR.* Director
- -----------------------------------
J. M. Hoak, Jr.
s/s R. L. LAWSON* Director
- -----------------------------------
R. L. Lawson
/s/ R. L. PETERSON* Director
- -----------------------------------
R. L. Peterson
<PAGE>
/s/ N. L. SEIFERT* Director
- -----------------------------------
N. L. Seifert
/s/ W. S. TINSMAN Director
- -----------------------------------
W. S. Tinsman
/s/ L. L. WOODRUFF* Director
- -----------------------------------
L. L. Woodruff
*By: /s/ P. J. LEIGHTON
- -----------------------------------
(P. J. Leighton
as Attorney-in-fact of
the persons indicated)
</TABLE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------------- ----------------------------------------------------------------------------------------
<C> <S>
99(k) August 22, 1996 News Release
99(l) August 23, 1996 Slide Presentation
</TABLE>
-1-
Exhibit 99(k)
[August 22, 1996 News Release]
[MidAmerican Energy Logo]
Date: August 22, 1996
Company: Keith Hartje (515) 281-2575
MidAmerican Energy Company on Wednesday began calling shareholders of IES
Industries Inc. to urge them to vote against the proposed merger of IES with WPL
Holdings, Inc. of Madison, WI and Interstate Power Company of Dubuque, IA.
Three shareholder call centers are operating in Des Moines, Sioux City and
Davenport, staffed by administrative employees of MidAmerican who volunteered to
help. More than 250 employees will initiate contact with thousands of IES
shareholders.
"I am confident that the personal efforts of our employees will make a
difference in the proxy solicitation directed at IES shareholders," said Stan
Bright, president and chief executive officer. "These employees explain the
superior value of our proposed merger, compared with the Wisconsin deal."
Callers offer no speculation about the outcome of the merger, but they provide
information on the MidAmerican proposal to merge with IES in a stock and cash
transaction. They also explain how IES shareholders can vote against the
Wisconsin deal. Employees also are answering incoming calls from IES
shareholders and customers on a toll-free number -- 1-888-PRO-IOWA.
IES shareholders are scheduled to consider the Wisconsin deal at a meeting to be
held on Sept. 5. MidAmerican is urging IES shareholders to oppose the Wisconsin
deal so the company can put the MidAmerican proposal before them for
consideration.
MidAmerican Energy Company, Iowa's largest utility, serves 635,000 electric
customers and 600,000 natural gas customers in Iowa, Illinois, South Dakota and
Nebraska. Company headquarters are in Des Moines, Iowa. Information on
MidAmerican is available on the Internet at http://www.midamerican.com.
# # #
Exhibit 99(l)
[The following is a slide presentation to Institutional Shareholders Services in
Washington, D.C. by MidAmerican officers on August 23, 1996]
[Slide #1]
MIDAMERICAN ENERGY
COMPANY
PRESENTATION TO INSTITUTIONAL
SHAREHOLDER SERVICES
AUGUST 23, 1996
[MidAmerican Energy Logo]
<PAGE>
[Slide #2]
Forward-Looking Statements
From time to time during this presentation, we will
make forward-looking statements.
* These statements may include:
- Cost reduction strategies and anticipated outcomes
- Pricing strategies
- Changes in utility industry
- Planned capital expenditures
- Financing needs and availability
- Future plans and strategies
- Anticipated events
* These statements are subject to risks and uncertainties
- Results could differ from those expressed in statements
* Some of these risks and uncertainties include:
- General economic conditions
- Competition factors
- Regulatory actions
- Potential weather effects on sales and revenue
- Others
[MidAmerican Energy Logo]
<PAGE>
[Slide #3]
MidAmerican Energy Company
* Gas and electric utility with unregulated subsidiaries
* Strategic intent is to be a regional energy and
communications provider
* Serve over 630,000 electric customers and nearly 600,000
gas customers in Iowa, Illinois, South Dakota and Nebraska
[MidAmerican Energy Logo]
<PAGE>
[Slide #4]
Merger Experience
1990 Midwest Energy and Iowa Resources
Midwest Resources
- - First Iowa utility merger, completed without FERC approval
- - Community presence model developed
[MidAmerican Energy Logo]
<PAGE>
[Slide #5]
Merger Experience
(Continued)
1995 Midwest Resources and IIGE
MidAmerican Energy Company
- - Fastest modern utility merger to date - 11 months - First multi-state ICC
merger approval - First market based pricing plan in Iowa or Illinois
[MidAmerican Energy Logo]
<PAGE>
[Slide #6]
MidAmerican Financial Profile
(millions)
Balance Sheet 6/30/96 12/31/95
Net Plant $2,631.5 $2,654.5
Purchase Power contract 209.2 212.1
Current Assets 312.9 409.8
Investments 869.2 826.5
Other Assets 409.9 420.5
Total Assets $4,432.7 $4,523.5
[MidAmerican Energy Logo]
<PAGE>
[Slide #7]
MidAmerican Financial Profile (cont.)
(millions)
Balance Sheet (cont.) 6/30/96 12/31/95
Common Equity $1,242.6 $1,225.7
Preferred Stock 128.6 139.9
Long-Term Debt 1,405.4 1,403.3
Current Liabilities 481.0 575.4
Deferred Taxes 750.4 746.6
Purchase Power Contract 112.7 112.7
Other Liabilities 312.1 319.8
Total Capitalization & Liabilities $$4,432.7 $4,523.5
[MidAmerican Energy Logo]
<PAGE>
[Slide #8]
MidAmerican Financial Profile (cont.)
(millions)
Income Statement 12 months ending 6/30/96 12 months ending 12/31/95
Utility Revenues $1,607.5 $1,554.2
Utility Expenses (1,268.9) (1,249.6)
Utility Operating Income $338.6 $304.6
Unregulated 2.8 (3.5)
Operating Income $341.4 $301.1
Other Income 10.4 11.7
Interest (112.6) (114.4)
Income Taxes (89.3) (68.0)
Discontinued Operations 0.8 0.4
Net Income $150.8 $130.8
Preferred Dividends (8.2) (8.1)
Net Income Common $142.6 $122.8
[MidAmerican Energy Logo]
<PAGE>
[Slide #9]
MidAmerican Financial Profile (cont.)
(millions)
Income Statement 12 months ending 6/30/96 12 months ending 12/31/95
Net Income $142.6 $122.8
Average Shares Outstanding 100.8 100.4
Earnings per Share $1.42 $1.22
Dividends per Share $1.20 $1.20
[MidAmerican Energy Logo]
<PAGE>
[Slide #10]
MidAmerican Financial Profile (cont.)
Bond Rating
Moody's A2
S & P A+
Capitalization Ratios 6/30/96
Common Equity 44.8%
Preferred 4.6%
Long Term Debt 50.6%
[MidAmerican Energy Logo]
<PAGE>
[Slide #11]
Generation Profile
* 4,311 MW of capacity
* Balanced supply mix (as a % of generation)
- Coal 77%
- Nuclear 22%
- Oil/Gas 1%
* Minimal Clean Air Act exposure
* 25% owner of Quad-Cities Nuclear Power Station
* Purchase 50% of the energy of Cooper Nuclear Station
[MidAmerican Energy Logo]
<PAGE>
[Slide #12]
Recent Activities
Corporate
* Filed for approvals to form an Exempt Holding Company with the
following subsidiaries; - MidAmerican Energy (utility operations) -
MidAmerican Capital (unregulated) - Midwest Capital (regional business
development)
* IES merger proposal
[MidAmerican Energy Logo]
<PAGE>
[Slide #13]
Recent Activities (cont.)
Utility Operations
* Electric Pricing Plan filed in Illinois and Iowa - Immediate
residential price reductions for customers above
market proxy
- Annual price reductions thereafter, declining to market proxy
- Flexibility to negotiate commercial and industrial rates
- Eliminates fuel adjustment clause ROE deadband between 9% and 12.5%
- Earnings over 12.5 % used to accelerate recovery of regulatory
assets, fund customer service improvements, or improve
earnings
- Orders expected by year-end
[MidAmerican Energy Logo]
<PAGE>
[Slide #14]
Recent Activities (cont.)
Utility Operations (cont.)
* OCA Show Cause proceeding in Iowa
- Not yet set for hearing
- Petitioned IUB to reject the case, or consolidate with Pricing
Proposal docket
[MidAmerican Energy Logo]
<PAGE>
[Slide #15]
Recent Activities (cont.)
Unregulated
* Restructured into MidAmerican Capital with
InterCoast Energy subsidiary
* Initiated IPO of InterCoast Energy, but canceled due to
general market conditions
* Retained Dillon Read to evaluate alternatives,
including possible divestiture
[MidAmerican Energy Logo]
<PAGE>
[Slide #16]
MEC Strategic Development
Mid 1994 Merge for size, low cost, financial strength
Mid 1995 Achieve merger savings and utility operational success
Enhance unregulated performance
Late 1995 Enhance utility performance
Restructure unregulated unit
Develop market centered competitive company
Mid 1996 Maximize utility cash flow and optimize earnings
Align unregulated business to market strategy
Assess mergers based on competitive advantage
[MidAmerican Energy Logo]
<PAGE>
[Slide #17]
MEC - IES Merger Transaction
* Unique strategic and operational fit
* Substantial opportunity for synergies
* Financially compelling offer for shareholders
* Ability to quickly consummate a combination
* Creates powerful regional provider of energy and communications
products and services
* Everybody wins: shareholders, customers and employees
[MidAmerican Energy Logo]
<PAGE>
[Slide #18]
Company Comparisons - 1995
MidAmerican IES Combined
Headquarters Des Moines, IA Cedar Rapids, IA Des Moines, IA
Assets $4.50 B $2.00 B $6.50 B
Revenue $1.72 B $0.85 B $2.57 B
Earnings $123 M $64 M $187 M
Equity Market $1,612 M $997 M $2,609 M
Value*
MW Capacity 4,311 MW 2,080 MW 6,391 MW
Customers
Electric 631,000 332,000 963,000
Gas 595,000 173,000 768,000
*August 9, 1996
[MidAmerican Energy Logo]
<PAGE>
[Slide #19]
MidAmerican's Proposed Merger
With IES Industries
* Exchange ratio of 2.346 MidAmerican shares for each
IES share in a tax-free exchange
- Common Stock election available to all
* Cash election of $39 per IES share, subject to a
maximum of 40% of outstanding shares
- If cash election is oversubscribed, cash will be prorated
* IES shareholders can elect cash or common stock for
each share
[MidAmerican Energy Logo]
<PAGE>
[Slide #20]
Financial Considerations
* MidAmerican's proposal is compelling and
demonstrably superior
- 31% premium to IES market price (before announcement)
- 6% premium to revised Wisconsin transaction
- 25% higher dividend than the Wisconsin Transaction ($2.82
vs. $2.25)
- Election to receive stock or cash
[MidAmerican Energy Logo]
<PAGE>
[Slide #21]
Pre-Offer Communication
August 1993 IES - IIGE discussion
August 1995 Verbal contact
October 1995 Written correspondence including
request to make proposal
November 1995 Wisconsin deal announced
[MidAmerican Energy Logo]
<PAGE>
[Slide #22]
Strategic Elements of Combination
* Natural Fit
- System integration relatively seamless
- Joint ownership of 1,078 megawatts of generation
- No new regulatory jurisdictions
- Similar production costs and rates
- Contiguous and overlapping territory spans most of Iowa
[MidAmerican Energy Logo]
<PAGE>
[Slide #23]
Strategic Elements of Combination
[GRAPHIC]
Geographical map of State of Iowa depicting MidAmerican Energy Service Area, IES
Industries Service Area and Service Area Overlaps.
[MidAmerican Logo]
<PAGE>
[Slide #24]
Strategic Elements of Combination
* Synergy opportunities would benefit customers and
shareholders alike
- Preliminary savings estimate $655 million over 10 years
[MidAmerican Energy Logo]
<PAGE>
[Slide #25]
Preliminary Cost Savings
1998 - 2007 Time Frame
[PIE CHART]
Corporate/Administrative $117M
Purchasing Economics $86M
System Optimization $132M
Labor $349M
440 people - 7.6% of 5800 total
Estimated 10 year savings over $655 million*
* net of $29 million of costs to achieve savings
* Virtually all operating cost savings
* Based entirely on public information
* MidAmerican projected approximately $30
million annual O&M savings in its 1994
merger announcement. Has actually
achieved $50 million in estimated savings
* Estimate is conservative - not out of
line with other transactions
* Over 90% O & M vs. capital
[MidAmerican Logo]
<PAGE>
[Slide #26]
Strategic Elements of Combination
* Merged entity would have resources to focus on core business
- Redeployment of non-strategic, unregulated assets which
do not meet performance criteria
- Proceeds from potential sale, if sufficient, may be used for
non-utility investment, debt repayment or stock buy-back
[MidAmerican Energy Logo]
<PAGE>
[Slide #27]
Strategic Elements of Combination
* Combined company could more aggressively pursue
strategy in a competitive environment
- Natural linkage of telecommunication with electric products
and services
- Financial ability to develop and invest in products and
services which complement the core business
- Low cost production status reduces competitive risks
[MidAmerican Energy Logo]
<PAGE>
[Slide #28]
McLeod Inc.
* Iowa based full service regional telecommunications company
* Management team from prior Telecom USA company. Sold to MCI in
1990 for $1.25 billion.
* McLeod IPO @$20/share in May, 1996. Current price $28/share
* Market capitalization of approximately $1.2 billion
* Merged company will hold approximately 41% of total shares
* Carrying value for MidAmerican is approximately $36M
[MidAmerican Energy Logo]
<PAGE>
[Slide #29]
Pro Forma Cash Flow Impact
($ millions, except per share)
IES cash flow (latest twelve months 6/30/96) $206
Interest expense on new debt (18)
Acquired cash flow $188
MEC cash flow (latest 12 twelve months 6/30/96) 435
After-tax synergies to shareholders 19
Combined cash flow $642
Combined shares outstanding (million) 142
Pro forma per share -operating cash flow $4.51 per share
-dividend $1.20 per share
Notes: Assumes 40% of total consideration is cash.
Assumes $65 million synergies are split 50/50 between customers and
shareholders. Based on after-tax cash flow from operations, exclusive
of non-recurring items.
{MidAmerican Energy Logo]
<PAGE>
[Slide #30]
Unrecognized Value*1
Pro forma cash flow per share $4.51
Typical midwest utility multiple*2 5-6 times
$22.54-$27.06
Pro forma McLeod holding $497 million
Pro forma shares outstanding (million) 142
Pro forma McLeod holdings per share $3.49
Total implied value per share $26.03 - 30.55
*1 Based upon free cash flow and investment holding valuations; both approaches
readily recognized in the financial community.
*2 Example based on cash Examples: Illinova 5.1x
flow for the 12 months Western Resources 5.0x
ended March 31, 1996 NIPSCO 5.8x
[MidAmerican Energy Logo]
<PAGE>
[Slide #31]
Merger Timing - Regulatory Realities
* Strong MEC track record of rapid merger approval
* Easier application process
- No Wisconsin or Minnesota approvals required
- Merger climate good in Iowa
- Avoid Registered Holding Company issue
[MidAmerican Energy Log]
<PAGE>
[Slide #32]
Merger Announcement Date
WPH-IES-IPW November 11, 1995
MidAmerican-IES August 4, 1996
[MidAmerican Energy Logo]
<PAGE>
[Slide #33]
FERC Approvals
Transaction Filing Date Status
WPH-IES-IPW July 29, 1996* Hearing not set
MidAmerican-IES TBD TBD
[MidAmerican Energy Logo]
<PAGE>
[Slide #34]
NRC Application
Transaction Filing Date Status
WPH-IES-IPW No action ----
MidAmerican-IES No action ----
[MidAmerican Energy Logo]
<PAGE>
[Slide #35]
Iowa Application
Transaction Filing Date Status
WPH-IES-IPW March 1, 1996; To be filed
withdrawn May 6, 1996
MidAmerican-IES 1 month after agreement To be filed
[MidAmerican Energy Logo]
<PAGE>
[Slide #36]
Wisconsin Application
Transaction Filing Date Status
WPH-IES-IPW March 1, 1996 Hearing not scheduled
Anticipated March,
1997
MidAmerican-IES N/A N/A
[MidAmerican Energy Logo]
<PAGE>
[Slide #37]
Merger Timing - Regulatory Realities
* Strong MEC track record of rapid merger approval
* Easier application process
- No Wisconsin or Minnesota approvals required
- Merger climate good in Iowa
- Avoid Registered Holding Company issue
* Fully integrated system
[MidAmerican Energy Log]
<PAGE>
[Slide #38]
345 kV Transmission System
[GRAPHIC]
Geographical map of Iowa and parts of neighboring States showing MidAmerican's
345 kV transmission system in comparison with IES', Interstate's and other
transmission systems within Iowa and such States.
[MidAmerican Logo]
<PAGE>
[Slide #39]
MEC-IES Merger Transaction
* Unique strategic and operational fit * Substantial opportunity for synergies *
Financially compelling offer for shareholders * Ability to quickly consummate a
combination * Creates powerful regional provider of energy and
communications products and services
* Everybody wins: shareholders, customers and employees
{MidAmerican Energy Logo]
<PAGE>
[Slide #40]
This is a unique strategic opportunity for
MidAmerican.
Our commitment is unwavering.
[MidAmerican Energy Logo]
