-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IhK6xFusvn09wgmMBVojnUJ9nzMxzdG3JE/foJX/a+8Bg3vY2R6riCZljMAhU6Z0 5DxpxuzUD0yoc3CSTzV72A== 0000928576-96-000028.txt : 19960826 0000928576-96-000028.hdr.sgml : 19960826 ACCESSION NUMBER: 0000928576-96-000028 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960823 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDAMERICAN ENERGY CO CENTRAL INDEX KEY: 0000928576 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 421425214 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-10405 FILM NUMBER: 96620154 BUSINESS ADDRESS: STREET 1: 666 GRAND AVE STREET 2: P O BOX 657 CITY: DES MOINES STATE: IA ZIP: 50306-9244 BUSINESS PHONE: 5152424300 MAIL ADDRESS: STREET 1: 666 GRAND AVENUE POST OFFICE BOX 9244 STREET 2: 666 GRAND AVENUE POST OFFICE BOX 9244 CITY: DES MOINES STATE: IA ZIP: 50306-9244 S-4/A 1 PRE-EFFECTIVE AMENDMENT TO FORM S-4 - -------------------------------------------------------------------------------- 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) IOWA 4924 42-1425214 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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 - -------------------------------------------------------------------------------- - ------------------------------------------------------ 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
- -------------------------------------------------------------------------------- Common stock, Not no par value 42,122,473 applicable $594,759,971 $205,090(1)
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (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.
SIGNATURE TITLE - ----------------------------------- ------------------------------ /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) /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 /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)
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - ------------- ---------------------------------------------------------------------------------------- 99(k) August 22, 1996 News Release 99(l) August 23, 1996 Slide Presentation
-1- EX-99.(K) 2 AUGUST 22, 1996 NEWS RELEASE 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. # # # EX-99.(L) 3 AUGUST 23, 1996 SLIDE PRESENTATION 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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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] [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 $36M [MidAmerican Energy Logo] [Slide #29] Pro Forma Cash Flow Impact ($ 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] [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] [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] [Slide #32] Merger Announcement Date WPH-IES-IPW November 11, 1995 MidAmerican-IES August 4, 1996 [MidAmerican Energy Logo] [Slide #33] FERC Approvals Transaction Filing Date Status WPH-IES-IPW July 29, 1996* Hearing not set MidAmerican-IES TBD TBD [MidAmerican Energy Logo] [Slide #34] NRC Application Transaction Filing Date Status WPH-IES-IPW No action ---- MidAmerican-IES No action ---- [MidAmerican Energy Logo] [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] [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] [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] [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] [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] [Slide #40] This is a unique strategic opportunity for MidAmerican. Our commitment is unwavering. [MidAmerican Energy Logo] -----END PRIVACY-ENHANCED MESSAGE-----