SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 1998
Commission Exact Name Of Registrant As IRS Employer
File Number Specified In Its Charter Identification No.
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1-11505 MidAmerican Energy Company 42-1425214
(An Iowa Corporation)
666 Grand Avenue, P. O. Box 657, Des Moines, Iowa 50303-0657
(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.
This amendment on Form 8-K/A replaces entirely the Form 8-K which was filed
June 17, 1998 by MidAmerican Energy Company ("MidAmerican") solely to include
exhibits in MidAmerican's previously filed and effective Registration Statement
on Form S-3, Registration No. 333-15387.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
8(c) Opinion and consent of Sidley & Austin relating to tax matters
concerning Medium-Term Notes, date June 16, 1998.
23(d) Consent of Coopers & Lybrand L.L.P. dated June 16, 1998.
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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/ Patrick A. Kirchner
Patrick A. Kirchner
Attorney
June 18, 1998
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June 16, 1998 Exhibit 8(c)
To The Agents for the
Offering of Medium Term Notes
by MidAmerican Energy Company
Ladies and Gentlemen:
We have acted as counsel to you in connection with the
proposed offering by MidAmerican Energy Company, an Iowa corporation (the
"Company"), of its Medium-Term Notes (the "Notes") as described in the
Registration Statement, as amended, on Form S-3 (Registration No. 333-15387)
(the "Registration Statement"), which was filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended on November 1, 1996 and was declared effective on December 11, 1996. The
Registration Statement includes the Prospectus and the Prospectus Supplement
(collectively, the "Prospectuses") relating to such offering.
In rendering the opinion expressed below, we have examined the
Prospectuses and such other documents as we have deemed relevant and necessary,
including, without limitation, the Indenture and the Supplemental Indenture
attached as Exhibits to the Registration Statement. Such opinion is conditioned,
among other things, upon the accuracy and completeness of the facts, information
and representations contained in the Prospectuses as of the date hereof and the
continuing accuracy and completeness thereof as of the date of the issuance of
the Notes. We have assumed that the transactions contemplated by the
Prospectuses and such other documents will occur as provided therein and that
there will be no material change to the Prospectuses or any of such other
documents between the date hereof and the date of the issuance of the Notes.
Based upon and subject to the foregoing, we are of the opinion
that the discussion set forth in the Prospectus under the caption "UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES" is a fair and accurate summary of the matters
addressed therein, based upon current law and the assumptions stated or referred
to therein.
We assume no obligation to update or supplement this letter to
reflect any facts or circumstances which may hereafter come to our attention
with respect to the opinion expressed above, including any changes in applicable
law which may hereafter occur.
We hereby consent to the filing of this letter as an Exhibit
to the Registration Statement and to all references to our Firm included in or
made a part of the Registration Statement.
Very truly yours,
/s/ Sidley & Austin
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Exhibit 23(d)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 (File No. 333-15387) of our report dated January 23, 1998, on our
audits of the financial statements and financial statement schedule of Mid-
American Energy Company and subsidiaries. We also consent to the references to
our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Kansas City, Missouri
June 16, 1998
