-----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, T3g58EMQNZcENwYrDCKxKU8gLG+a8RXcx4EBUImeXVPDkM1D4BxwaNelTFpKi8N8 Gv1r+5opWFizu8bEHYvKKA== 0000950136-06-008392.txt : 20061005 0000950136-06-008392.hdr.sgml : 20061005 20061005172306 ACCESSION NUMBER: 0000950136-06-008392 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20061003 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061005 DATE AS OF CHANGE: 20061005 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-15387 FILM NUMBER: 061131934 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 STREET 2: PO BOX 9244 CITY: DES MOINES STATE: IA ZIP: 50306-9244 8-K 1 file1.htm

UNITED STATES
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

October 5, 2006 (October 3, 2006)
Date of Report (Date of earliest event reported)


Commission
File Number
Registrant’s Name, State of Incorporation,
Address and Telephone Number
IRS Employer
Identification No.
1-11505 MIDAMERICAN ENERGY COMPANY
(An Iowa Corporation)
666 Grand Ave. PO Box 657
Des Moines, Iowa 50303
515-242-4300
42-1425214
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 8.01    Other Events

On October 3, 2006, MidAmerican Energy Company (‘‘MidAmerican’’) commenced a medium-term note program for the possible issuance, from time to time, of up to $600,000,000 of its medium-term notes, pursuant to Registration Statements on Form S-3, File Nos. 333-134163 and 333-110398, declared effective by the U.S. Securities and Exchange Commission on June 2, 2006, and supplemented by a prospectus supplement dated October 3, 2006.

MidAmerican is filing a Form T-1 to designate The Bank of New York Trust Company, N.A. to act as an eligible trustee under a trust indenture to be qualified pursuant to the Trust Indenture Act of 1939. A Form T-1 relating to MidAmerican’s Senior Debt Securities is annexed hereto as Exhibit 25.1 and a Form T-1 relating to MidAmerican’s Subordinated Debt Securities is annexed hereto as Exhibit 25.2 and such exhibits to this Current Report on Form 8-K are incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits


Exhibit No.  
25.1 Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of The Bank of New York Trust Company, N.A., as trustee, relating to the Senior Debt Securities.
25.2 Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of The Bank of New York Trust Company, N.A., as trustee, relating to the Subordinated Debt Securities.

2




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 hereunto duly authorized.


  MIDAMERICAN ENERGY COMPANY
  (Registrant)
Date: October 5, 2006  
  /s/ Paul J. Leighton
  Paul J. Leighton
Vice President, Corporate Secretary and Assistant
General Counsel of MidAmerican Energy
Company

3




EXHIBIT INDEX


Exhibit
Number
Description
25.1 Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of The Bank of New York Trust Company, N.A., as trustee, relating to the Senior Debt Securities.
25.2 Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of The Bank of New York Trust Company, N.A., as trustee, relating to the Subordinated Debt Securities.

4




EX-25.1 2 file2.htm SENIOR DEBT SECURITIES FORM T-1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [    ]

THE BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)


(State of incorporation
if not a U.S. national bank)
95-3571558
(I.R.S. employer
identification no.)
700 South Flower Street
Suite 500
Los Angeles, California
(Address of principal executive offices)
90017
(Zip code)

MIDAMERICAN ENERGY COMPANY
(Exact name of obligor as specified in its charter)


Iowa
(State or other jurisdiction of
incorporation or organization)
42-1425214
(I.R.S. employer
identification no.)
666 Grand Avenue
Des Moines, Iowa
(Address of principal executive offices)
50309
(Zip code)

Senior Debt Securities
(Title of the indenture securities)




1.  General information. Furnish the following information as to the trustee:
  (a) Name and address of each examining or supervising authority to which it is subject.

 
Name Address
Comptroller of the Currency
United States Department of the Treasury
    
Washington, D.C. 20219
   
Federal Reserve Bank San Francisco, California 94105
   
Federal Deposit Insurance Corporation Washington, D.C. 20429
  (b) Whether it is authorized to exercise corporate trust powers.
  Yes.
2.  Affiliations with Obligor.
  If the obligor is an affiliate of the trustee, describe each such affiliation.
  None.
16.  List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the ‘‘Act’’) and 17 C.F.R. 229.10(d).

1.  A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
2.  A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.  A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
4.  A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).
6.  The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).
7.  A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

2




SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 3rd day of October, 2006.

THE BANK OF NEW YORK TRUST
COMPANY, N.A.

  By: /S/ R. ELLWANGER    
  Name:    R. ELLWANGER
Title:      ASSISTANT VICE PRESIDENT

3




EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business June 30, 2006, published in accordance with Federal regulatory authority instructions.


  Dollar Amounts
in Thousands
ASSETS  
Cash and balances due from depository institutions:  
Noninterest-bearing balances and currency and coin $ 3,885
Interest-bearing balances 0
Securities:  
Held-to-maturity securities 63
Available-for-sale securities 64,252
Federal funds sold and securities purchased under agreements to resell:  
Federal funds sold 49,300
Securities purchased under agreements to resell 115,000
Loans and lease financing receivables:  
Loans and leases held for sale 0
Loans and leases, net of unearned income 0
LESS: Allowance for loan and lease losses 0
Loans and leases, net of unearned income and allowance 0
Trading assets 0
Premises and fixed assets (including capitalized leases) 3,897
Other real estate owned 0
Investments in unconsolidated subsidiaries and associated companies 0
Not applicable Intangible assets:  
Goodwill 267,487
Other Intangible Assets 15,747
Other assets 39,669
Total assets $ 559,300
LIABILITIES  
Deposits:  
In domestic offices $ 2,420
Noninterest-bearing 2,420
Interest-bearing 0
Not applicable  
Federal funds purchased and securities sold under agreements to repurchase:  
Federal funds purchased 0
Securities sold under agreements to repurchase 0
Trading liabilities 0
Other borrowed money:  
(includes mortgage indebtedness and obligations under capitalized leases) 58,000
Not applicable  
Not applicable  
Subordinated notes and debentures 0
Other liabilities 79,825
Total liabilities 140,245
Minority interest in consolidated subsidiaries 0

1





  Dollar Amounts
in Thousands
EQUITY CAPITAL  
Perpetual preferred stock and related surplus 0
Common stock 1,000
Surplus (exclude all surplus related to preferred stock) 321,520
Retained earnings 96,770
Accumulated other comprehensive income −235
Other equity capital components 0
Total equity capital 419,055
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) $ 559,300

I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.


William J. Winkelmann ) Vice President

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.


Michael K. Klugman, President )  
Michael F. McFadden, MD ) Directors (Trustees)
Frank P. Sulzberger, Vice President )  

2




EX-25.2 3 file3.htm SUBORDINATED DEBT SECURITIES FORM T-1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [    ]

THE BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)


(State of incorporation
if not a U.S. national bank)
95-3571558
(I.R.S. employer
identification no.)
700 South Flower Street
Suite 500
Los Angeles, California
(Address of principal executive offices)
90017
(Zip code)

MIDAMERICAN ENERGY COMPANY
(Exact name of obligor as specified in its charter)


Iowa
(State or other jurisdiction of
incorporation or organization)
42-1425214
(I.R.S. employer
identification no.)
666 Grand Avenue
Des Moines, Iowa
(Address of principal executive offices)
50309
(Zip code)

Subordinated Debt Securities
(Title of the indenture securities)




1.  General information. Furnish the following information as to the trustee:
  (a) Name and address of each examining or supervising authority to which it is subject.

 
Name Address
Comptroller of the Currency  
United States Department of the Treasury Washington, D.C. 20219
Federal Reserve Bank San Francisco, California 94105
Federal Deposit Insurance Corporation Washington, D.C. 20429
  (b) Whether it is authorized to exercise corporate trust powers.
  Yes.
2.  Affiliations with Obligor.
  If the obligor is an affiliate of the trustee, describe each such affiliation.
  None.
16.  List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the ‘‘Act’’) and 17 C.F.R. 229.10(d).

1.  A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
2.  A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.  A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
4.  A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).
6.  The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).
7.  A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

2




SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 3rd day of October, 2006.

THE BANK OF NEW YORK TRUST
COMPANY, N.A.

  By: /S/ R. ELLWANGER
  Name:    R. ELLWANGER
Title:       ASSISTANT VICE PRESIDENT

3




EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business June 30, 2006, published in accordance with Federal regulatory authority instructions.


  Dollar Amounts
in Thousands
ASSETS  
Cash and balances due from depository institutions:  
Noninterest-bearing balances and currency and coin $ 3,885
Interest-bearing balances 0
Securities:  
Held-to-maturity securities 63
Available-for-sale securities 64,252
Federal funds sold and securities purchased under agreements to resell:  
Federal funds sold 49,300
Securities purchased under agreements to resell 115,000
Loans and lease financing receivables:  
Loans and leases held for sale 0
Loans and leases, net of unearned income 0
LESS: Allowance for loan and lease losses 0
Loans and leases, net of unearned income and allowance 0
Trading assets 0
Premises and fixed assets (including capitalized leases) 3,897
Other real estate owned 0
Investments in unconsolidated subsidiaries and associated companies 0
Not applicable Intangible assets:  
Goodwill 267,487
Other Intangible Assets 15,747
Other assets 39,669
Total assets $ 559,300
LIABILITIES  
Deposits:  
In domestic offices $ 2,420
Noninterest-bearing 2,420
Interest-bearing 0
Not applicable  
Federal funds purchased and securities sold under agreements to repurchase:  
Federal funds purchased 0
Securities sold under agreements to repurchase 0
Trading liabilities 0
Other borrowed money:  
(includes mortgage indebtedness and obligations under capitalized leases) 58,000
Not applicable  
Not applicable  
Subordinated notes and debentures 0
Other liabilities 79,825
Total liabilities 140,245
Minority interest in consolidated subsidiaries 0

1





  Dollar Amounts
in Thousands
EQUITY CAPITAL  
Perpetual preferred stock and related surplus 0
Common stock 1,000
Surplus (exclude all surplus related to preferred stock) 321,520
Retained earnings 96,770
Accumulated other comprehensive income −235
Other equity capital components 0
Total equity capital 419,055
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) $ 559,300

I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.


William J. Winkelmann ) Vice President

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.


Michael K. Klugman, President )  
Michael F. McFadden, MD ) Directors (Trustees)
Frank P. Sulzberger, Vice President )  

2




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