- --------------------------------------------------------------------------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 1996
REGISTRATION NO. 333-10405
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
PRE-EFFECTIVE
AMENDMENT NO. 9
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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(ll) MidAmerican Energy News Release
99(mm) August 30, 1996 Newspaper Advertisement
99(nn) Newspaper Advertisement
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 30th 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
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<C> <S>
99(ll) MidAmerican Energy News Release
99(mm) August 30, 1996 Newspaper Advertisement
99(nn) Newspaper Advertisement
</TABLE>
-1-
Exhibit 99(ll)
[MidAmerican Energy News Release]
[MidAmerican Energy Logo]
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 ASKS FERC TO REJECT IES FILING
------------------------------------------
Des Moines, Iowa (August 29, 1996) -- MidAmerican Energy Company (NYSE:MEC)
continued its effort to obtain prompt regulatory approvals of its proposed
merger with IES Industries Inc. (NYSE:IES) by filing a motion today with the
Federal Energy Regulatory Commission (FERC) asking the FERC to reject a recent
IES filing. On August 28, IES filed a motion with the FERC asking that
MidAmerican's merger application be rejected.
"We are confident that our merger application will move forward without
interruption," said Stanley J. Bright, president and CEO of MidAmerican Energy.
"We believe that our proposal is in the best interests of the shareholders of
IES, MidAmerican Energy and the state of Iowa. Our FERC filing, which took place
only 21 days after we announced our merger proposal, is an indication of our
resolve and dedication to the pursuit of a MidAmerican/IES merger."
IES took almost four months to file for approval regarding its proposed merger
with WPL Holdings, Inc. and Interstate Power Company (The "Wisconsin deal").
IES' filing was amended as recently as July 29, 1996.
Mr. Bright further explained that the proposed merger with IES will allow the
two companies, which have contiguous and overlapping service territories, to
realize synergies that the Wisconsin deal cannot match.
MidAmerican previously announced it has filed a plan with the Iowa Utilities
Board that would reduce or freeze prices for its retail customers in Iowa
through the year 2001. If MidAmerican's proposal is approved, IES customers
could realize savings from that plan.
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.
# # #
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(mm)
[August 30, 1996 Newspaper Advertisement]
Independent experts
recommend voting against
the Wisconsin Deal:
******************************************************************************
'Vote AGAINST'
Institutional Shareholder Services (ISS), Bethesda, MD
An independent proxy voting advisory organization providing advice
to holders of more than two million IES shares.
'Vote AGAINST'
Edward Tirello, Jr., utilities analyst for
NatWest Securities Corp., New York, NY
"Vote AGAINST'
E. B. Wright, Executive Vice President,
Broker Dealer Financial Services Corp., Des Moines, IA
IES shareholders: To make sure your vote counts,
vote today! Your BLUE proxy must be received
before Thursday, September 5.
********************************************************************************
Vote AGAINST the Wisconsin Deal
Time is of the eseence. The IES meeting is September 5---only days away. Check
the "Against" box; sign, date and mail your BLUE MidAmerican proxy as soon as
possible. We urge you not to return any green or white proxies sent to you by
IES. If you have already returned your IES proxy, we urge you to change your
vote and vote AGAINST the Wisconsin deal by sending in the BLUE proxy. If your
stock is held by your brokerage, call your broker to make sure your shares are
voted AGAINST. Only the latest-dated proxy will count. For more information
about MidAmerican's merger proposal, call this toll-free number:
1-888-PRO-IOWA (1-888-776-4692)
******************************************************************************
[MidAmerican Energy Logo]
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(nn)
[Newspaper Advertisement]
Independent experts
recommend voting against
the Wisconsin Deal:
********************************************************************************
'Vote AGAINST'
"The MidAmerican transaction presents a
financially superior offer to IES shareholders.
We recommend that IES shareholders vote AGAINST
the [Wisconsin] merger agreement."
Institutional Shareholder Services (ISS), Bethesda, MD
The nation's leading independent shareholder advisory organization.
'Vote AGAINST'
"IES has provided no compelling reasons for its
rejection of the MidAmerican offer.....
We recommend that shareholders vote against the
[Wisconsin deal] and in favor of MidAmerican's proposal."
Nat West Securities Corp., New York, NY
Value Line says 'MidAmerican's offer [is] better'
"We still consider MidAmerican's offer better for IES.
It represents a 25% dividend increase and a slightly higher stock-price
premium than the WPL-IP arrangement."
Value Line Investment Survey, August 23, 1996
********************************************************************************
Your BLUE proxy must be received before Thursday, September 5.
********************************************************************************
Vote AGAINST the Wisconsin Deal
Time is of the eseence. The IES meeting is September 5---only days away. Check
the "Against" box; sign, date and mail your BLUE MidAmerican proxy as soon as
possible. We urge you not to return any green or white proxies sent to you by
IES. If you have already returned your IES proxy, we urge you to change your
vote and vote AGAINST the Wisconsin deal by sending in the BLUE proxy. If your
stock is held by your brokerage firm, call your broker to make sure your shares
are voted AGAINST. Only the latest-dated proxy will count. For more information
about MidAmerican's merger proposal, call this toll-free number: 1-888-PRO-IOWA
(1-888-776-4692)
[MidAmerican Energy Logo]
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.
