- --------------------------------------------------------------------------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 1996
REGISTRATION NO. 333-10405
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
PRE-EFFECTIVE
AMENDMENT NO. 2
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
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<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>
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<TABLE>
<S> <C> <C> <C> <C>
Common stock, Not
no par value 42,122,473 applicable $594,759,971 $205,090(1)
</TABLE>
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- --------------------------------------------------------------------------------
(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 PRUSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
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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(e) August 20, 1996 News Release and Retraction
99(f) August 19, 1996 Letter
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 21st 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(e) August 20, 1996 News Release and Retraction
99(f) August 19, 1996 Letter
</TABLE>
-1-
Exhibit 99(e)
Keith Hartje (Media) Sue Rozema (Investors) Chuck Burgess/Adam Miller
(515) 281-2575 (515) 281-2250 Abernathy MacGregor Group
(212) 371-5999
IMMEDIATELY
MIDAMERICAN COMMENTS ON
THE WISCONSIN PUBLIC SERVICE COMMISSION'S
PROTEST AGAINST THE WISCONSIN DEAL
---------------------------------------
Des Moines, Iowa (August 20, 1996) -- MidAmerican Energy Company (NYSE: MEC)
today commented on the Wisconsin Public Service Commission's protest against the
proposed merger of IES Industries (NYSE: IES) with WPL Holdings and Interstate
Power (the "Wisconsin deal") which was filed on August 16, 1996 with the Federal
Energy Regulatory Commission (FERC). MidAmerican believes that the filing is
indicative of the difficult regulatory approval process that the Wisconsin deal,
a complex three-way four state merger, will encounter.
On August 16, 1996, the Wisconsin Public Service Commission filed a protest
against the Wisconsin deal at the FERC, stating: "...even after a second attempt
to address the deficiencies of the Merger Application, the Merger Application
remains incomplete. The Commission cannot find the proposed merger to be
consistent with the public interest based on the record now before it. The
Application continues to raise questions as to how competition within relevant
markets will be affected and cannot be approved without an evidentiary hearing."
John Rasmussen, vice president and general counsel for MidAmerican Energy, said,
"Based on the Wisconsin Public Service Commission's filing with FERC, we believe
that IES and WPL have made little progress in their unsuccessful efforts to gain
regulatory approvals for the Wisconsin deal. We are concerned that there may be
a misperception among some members of the financial community that the
regulatory approval process for the Wisconsin deal has progressed further than
it actually has. We encourage any interested party to contact the appropriate
regulatory authorities directly to find out where IES's approval process really
stands."
Continued...
-2-
<PAGE>
Mr. Rasmussen added, "In terms of our proposal, we expect a prompt hearing from
the Iowa Utilities Board and other necessary regulatory bodies and we are
confident that the evidence will demonstrate the clear benefits to the public
interest inherent in the MidAmerican proposal. We believe MidAmerican's proven
ability to obtain prompt regulatory approvals for its prior mergers will bring
the benefits much more quickly to IES customers and shareholders."
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. The Company is headquartered in Des Moines. Information about
MidAmerican is available on the Internet at http://www.midamerican.com.
MidAmerican has filed with the Securities and Exchange Commission a proxy
statement and other materials relating to the solicitation of proxies against
the proposed IES/WPL/Interstate transaction and that proxy statement and the
other materials are incorporated herein by reference.
###
<PAGE>
Date:
Contact: Keith Hartje (Media) Sue Rozema (Investors) Chuck Burgess/Adam Miller
(515) 281-2575 (515) 281-2250 Abernathy MacGregor Group
(212) 371-5999
For Release: IMMEDIATELY
MIDAMERICAN ENERGY ISSUES RETRACTION
-----------------------------------
Des Moines, Iowa (August 20, 1996) -- MidAmerican Energy Company (NYSE:MEC)
today retracted its earlier press release headlined "MidAmerican Comments on The
Wisconsin Public Service Commission's Protest Against the Wisconsin Deal."
In the release, MidAmerican mistakenly referred to the Wisconsin Public Service
Commission instead of the Wisconsin Public Service corporation. Wisconsin Public
Service Corporation is a public utility. To MidAmerican's knowledge. The
Wisconsin Public Service Commission has not filed a protest in the Federal
Regulatory Commission proceedings concerning the combination of IES Industries
Inc., WPL Holdings Inc. and Interstate Power Company.
MidAmerican has filed with the Securities and Exchange Commission a proxy
statement and other materials relating to the solicitation of proxies against
the proposed IES/WPL/Interstate transaction and that proxy statement and the
other materials are incorporated herein by reference.
###
Exhibit 99(f)
[Letters to Branch Managers/Registered Representatives. One version sent within
Iowa; second version sent outside of state]
[MIDAMERICAN ENERGY COMPANY LETTERHEAD]
August 19, 1996
DEAR BRANCH MANAGER/REGISTERED REPRESENTATIVE:
Re: IES Industries Inc. (NYSE:IES) and
MidAmerican Energy Company (NYSE:MEC)
As you probably know, on August 4 MidAmerican Energy Company
("MidAmerican") proposed a merger with IES Industries Inc. ("IES"). We believe
the merger would provide your customers who own IES shares with more value than
they would receive from IES' proposed merger with WPL Holdings, Inc. ("WPL") and
Interstate Power Company (the "Wisconsin Transaction").
MidAmerican is holding informational meetings for registered
representatives in several Iowa locations on thursday, August 22. We encourage
you to attend one of these meetings where senior officers of MidAmerican will be
in attendance to discuss our proposed merger and answer any questions you have.
Date: Thursday, August 22, 1996
Time: 4:00 p.m. to 5:30 p.m.
Locations: Cedar Rapids Davenport
Wyndham Five Seasons Hotel River Center Expansion
350 1st Avenue NE 136 East 3rd
Ballroom I Wisconsin Tributary Room
Des Moines Sioux City
Des Moines Club Hilton
666 Grand Avenue 707 Fourth Street
Governor's Room Plaza South Ballroom
We will be calling you soon to see if you will be attending one of these
meetings.
We have also enclosed for your information a copy of MidAmerican's Proxy
Statement in connection with the IES Annual Meeting of Shareholders scheduled
for September 5, 1996. For you information, we are using a BLUE proxy and are
soliciting votes AGAINST the Wisconsin Transaction.
We believe you should take a close look at the attractiveness of our
proposal. Significantly, our merger proposal offers IES shareholders a $2.82
dividend (pro forma), in contrast to a $2.25 dividend (pro forma) under the
Wisconsin Transaction, assuming that WPL maintains its current dividend policy.
<PAGE>
TIME IS OF THE ESSENCE
In order for your clients to preserve their opportunity to consider the
MidAmerican proposal, it is vital that they vote AGAINST the Wisconsin
Transaction. Please remember that time is of the essence and each and every vote
is important. Note that if your clients hold stock in "street name" they must
return their proxies directly to your proxy department or its agent in order for
their shares to be voted.
If you would like additional copies of our materials, or have any
questions, please call us toll-free at 1-(888) 776-4692.
Thank you for your assistance.
Sincerely,
/s/ J. Sue Rozema
J. SUE ROZEMA
MidAmerican has filed with the Securities and Exchange Commission a proxy
statement and other materials relating to the solicitation of proxies against
the Proposed Wisconsin Transaction and that proxy statement and the other
materials are incorporated herein by reference.
<PAGE>
[MIDAMERICAN ENERGY COMPANY LETTERHEAD]
August 19, 1996
DEAR BRANCH MANAGER/REGISTERED REPRESENTATIVE:
Re: IES Industries Inc. (NYSE:IES) and
MidAmerican Energy Company (NYSE:MEC)
As you probably know, on August 4 MidAmerican Energy Company
("MidAmerican") proposed a merger with IES Industries Inc. ("IES"). We believe
the merger would provide your customers who own IES shares with more value than
they would receive from IES' proposed merger with WPL Holdings, Inc. ("WPL") and
Interstate Power Company (the "Wisconsin Transaction").
We have also enclosed for your information a copy of MidAmerican's Proxy
Statement in connection with the IES Annual Meeting of Shareholders scheduled
for September 5, 1996. For you information, we are using a BLUE proxy and are
soliciting votes AGAINST the Wisconsin Transaction.
We believe you should take a close look at the attractiveness of our
proposal. Significantly, our merger proposal offers IES shareholders a $2.82
dividend (pro forma), in contrast to a $2.25 dividend (pro forma) under the
Wisconsin Transaction, assuming that WPL maintains its current dividend policy.
TIME IS OF THE ESSENCE
In order for your clients to preserve their opportunity to consider the
MidAmerican proposal, it is vital that they vote AGAINST the Wisconsin
Transaction. Please remember that time is of the essence and each and every vote
is important. Note that if your clients hold stock in "street name" they must
return their proxies directly to your proxy department or its agent in order for
their shares to be voted.
If you would like additional copies of our materials, or have any
questions, please call us toll-free at 1-(888) 776-4692.
Thank you for your assistance.
Sincerely,
/s/ J. Sue Rozema
J. SUE ROZEMA
MidAmerican has filed with the Securities and Exchange Commission a proxy
statement and other materials relating to the solicitation of proxies against
the Proposed Wisconsin Transaction and that proxy statement and the other
materials are incorporated herein by reference.
