MIDAMERICAN ENERGY CO
8-K, 1996-05-29
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934




         Date of Report (Date of earliest event reported): May 28, 1996




                           MidAmerican Energy Company.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)




      Iowa                   1-11505                       42-1425214
 --------------          ---------------               ------------------
(State or other         (Commission File                 (IRS Employer
jurisdiction of            Number)                     Identification No.)
incorporation)




        666 Grand Avenue, P. O. Box 657, Des Moines, Iowa          50303
        -------------------------------------------------       ----------
                (Address of principal executive offices)        (Zip Code)







Registrant's telephone number, including area code:    515/242-4300
                                                       ------------



                                      

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Item 5  Other Events.
        ------------

     On May 28, 1996, MidAmerican Energy Company ("MidAmerican"),  announced the
restructuring  of one of its wholly-owned  nonregulated  subsidiaries and a plan
for an  initial  public  offering  of common  stock in the  newly-restructured
company.  The  subsidiary,  InterCoast  Energy Company  ("InterCoast"),  filed a
registration  statement with the Securities and Exchange  Commission  related to
its initial public  offering.  

     A copy of MidAmerican's press release with respect to the restructuring and
initial public offering is attached as an exhibit to this report.

Item 7.  Financial Statements and Exhibits.
         ---------------------------------


              (c) Exhibits.
                  ---------

              1. Press Release of MidAmerican Energy Company dated May 28, 1996.



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                                   Signature



              Pursuant to the  requirements  of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



                                          MIDAMERICAN ENERGY COMPANY



                                           /s/ Paul J. Leighton
                                          ---------------------
                                          Paul J. Leighton
                                          Vice President and Corporate Secretary



May 28, 1996



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<PAGE>

     MidAmerican  Energy Company today announced a  restructuring  of one of its
wholly owned nonregulated  subsidiaries,  InterCoast Energy Company,  and a plan
for an  initial  public  offering  of  common  stock in the  newly  restructured
InterCoast.  InterCoast filed a registration  statement Friday,  May 24 with the
Securities and Exchange  Commission for its initial public  offering.  Under the
restructuring,  InterCoast  Energy  Company has changed its name to  MidAmerican
Capital  Company and formed a new subsidiary  named  InterCoast  Energy Company.
Under the  restructured  organization,  InterCoast  will have these wholly owned
subsidiaries:
 InterCoast Oil and Gas Company,  formerly named Medallion  Production  Company,
headquartered  in  Tulsa,  Oklahoma,   which  is  engaged  in  the  development,
exploration, acquisition and production of natural gas and crude oil.
 InterCoast Gas Services Company, a natural gas marketing business.
 InterCoast  Power  Marketing  Company,   which  has  wholesale  electric  power
marketing and brokering operations.
 Continental  Power Exchange,  Inc.,  headquartered in Atlanta,  Georgia,  which
developed  and  operates  CPEX TM, the first market-based  national  electronic
exchange for buying and selling of  wholesale  electric  power and  transmission
services.

MidAmerican Capital will retain the marketable securities,  passive investments,
rail service businesses and AmGas, a retail nonregulated gas business.

The  InterCoast  offering  will involve up to  7,072,500  shares of newly issued
common stock,  which will represent  approximately 47 percent of the outstanding
shares of common stock after the  completion of the offering.  The offering does
not include any InterCoast  shares of common stock owned by  MidAmerican  Energy
Company.  PaineWebber  Inc.  and  Merrill  Lynch  & Co.  will  act  as  managing
underwriters.

MidAmerican Energy Company,  Iowa's largest utility, serves 635,000 electric and
600,000  natural gas  customers in Iowa,  Illinois,  Nebraska and South  Dakota.
MidAmerican's  common stock is traded on the New York Stock  Exchange  under the
symbol:  MEC. Corporate  headquarters are in Des Moines,  Iowa.  MidAmerican has
assets of $4.5 billion and revenues of $1.8 billion.

A registration  statement  relating to these  securities has been filed with the
Securities  and  Exchange  Commission  but has not yet become  effective.  These
securities  may not be sold nor may  offers  be  accepted  prior to the time the
registration   statement  becomes  effective.   This  press  release  shall  not
constitute  an offer to sell or the  solicitation  of an offer to buy nor  shall
there  be any sale of  these  securities  in any  state  in  which  such  offer,
solicitation or sale would be unlawful prior to  registration  or  qualification
under  the  securities  laws  of  any  such  state.  A copy  of the  preliminary
prospectus may be obtained from Sue Rozema, MidAmerican Energy Company, P.O. Box
9244, Des Moines, IA 50306-9244.
                                   



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