-----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, O/cEGPcg7L4f6X6Vol6Dwk6OEbo39MLUnC5OM1EkE2nUtiQdJwC/zDUJ2dfrlDH/ tvDn9ILLw4x2WkG+P5fT0g== 0000912057-96-006985.txt : 20040402 0000912057-96-006985.hdr.sgml : 20040402 19960424180000 ACCESSION NUMBER: 0000912057-96-006985 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960424 DATE AS OF CHANGE: 19970218 EFFECTIVENESS DATE: 19960513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDAMERICAN ENERGY HOLDINGS CO CENTRAL INDEX KEY: 0001009526 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC, GAS & SANITARY SERVICES [4900] IRS NUMBER: 421451822 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02803 FILM NUMBER: 96550332 BUSINESS ADDRESS: STREET 1: 666 GRAND AVE STREET 2: PO BOX 657 CITY: DES MOINES STATE: IA ZIP: 50303-0657 BUSINESS PHONE: 5152424300 MAIL ADDRESS: STREET 1: PO BOX 657 STREET 2: 666 GRAND AVE CITY: DES MOINES STATE: IA ZIP: 50303-0657 S-8 1 FORM S-8 As Filed with the Securities and Exchange Commission on April 24, 1996 Registration No. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------------- MIDAMERICAN ENERGY COMPANY (Exact name of registrant as specified in its charter) Iowa 42-1425214 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 666 Grand Avenue, P.O. Box 657 Des Moines, Iowa 50303-657 (515) 242-4300 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) MidAmerican Energy Company 1995 Long-Term Incentive Plan (Full title of the Plan) Paul J. Leighton 666 Grand Avenue, P. O. Box 657 Des Moines, Iowa 50303-657 (515) 242-4300 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------- - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ Proposed Proposed Maximum Maximum Title of Each Class of Amount to be Offering Price Aggregate Amount of Securities to be Registered Registered Per Share Offering Price Registration Fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock, no par value ....... 4,000,000(1) $16.3047(2) $65,218,750(2) $22,490 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement also covers an additional and indeterminate number of shares as may become issuable because of the provisions in the Plan relating to adjustments for changes resulting from stock dividends, stock splits and similar changes. (2) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(h) of the Securities Act, based upon (i) as to options to purchase 700,000 shares of common stock, a $ 14.50 purchase price per share and (ii) as to 3,300,000 shares of common stock, the average of the reported high and low sales prices of the common stock of the Registrant on the New York Stock Exchange, Inc. ("NYSE") Composite Tape on April 17, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, previously filed with the Securities and Exchange Commission ("Commission") pursuant to the Securities Exchange Act of 1934, as amended, ("Exchange Act"), are hereby incorporated by reference herein and shall be deemed a part hereof: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-11505). 2. The description of the Company's common stock, no par value ("Common Stock"), which is contained in the Registration Statement on Form 8-B filed with the Commission on June 23, 1995 under the Exchange Act, including any subsequent amendment or any report filed for the purpose of updating such description. All documents, filed by or on behalf of the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their respective dates of filing (such documents and the documents enumerated above being hereinafter referred to as "Incorporated Documents"); provided, however, that the documents enumerated above or subsequently filed by or on behalf of the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Company's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this Registration Statement or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable II-1 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Sections 490.850 through 490.857 of the Iowa Business Corporation Act ("IBCA") permit corporations organized thereunder to indemnify directors, officers and employees against liability under certain circumstances. Each of the Restated Articles of Incorporation, as amended, and the Restated Bylaws of the Company provide for indemnification of directors, officers and employees to the full extent provided by the IBCA. Each of the Restated Articles of Incorporation, as amended, and the Restated Bylaws state that the indemnification provided therein shall not be deemed exclusive. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the IBCA. Pursuant to Section 490.857 of the IBCA, the Restated Articles of Incorporation, as amended, and the Restated Bylaws, the Company maintains directors' and officers' liability insurance coverage. The Company has also entered into indemnification agreements with certain directors and officers, and expects to enter into similar agreements with future directors and officers, to further assure such persons indemnification as permitted by Iowa law. As permitted by Section 490.832 of the IBCA, the Restated Articles of Incorporation of the Company, as amended, provide that no director shall be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the director derived an improper personal benefit or (iv) under Section 490.833 of the IBCA (relating to certain unlawful distributions to shareholders). ITEM 7. EXEMPTION FROM REGISTRATION Not applicable ITEM 8. EXHIBITS 4(1) Restated Articles of Incorporation of the Company, as amended (filed as Exhibit 3 to the Company's Registration Statement on Form 8-B, File No. 1-11505)* II-2 4(2) Restated Bylaws of the Company (filed as Exhibit 4 to the Company's Registration Statement on Form 8-B, File No. 1-11505 )* 4(3) MidAmerican Energy Company 1995 Long-Term Incentive Plan (filed as Exhibit 10(a) to the MidAmerican Energy Holdings Company Registration Statement on Form S-4, File No. 333-01645)* 5 Opinion of John A. Rasmussen, Jr., Esq. 23(1) Consent of Arthur Andersen LLP 23(2) Consent of Deloitte & Touche LLP 23(3) Consent of John A. Rasmussen, Jr. (included in Exhibit 5) ------------------------ * Incorporated herein by reference, as indicated. ITEM 9. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that the registrant need not file a post-effective amendment to include the information required to be included by subsection (i) or (ii) if such information is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, which are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-3 (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-4 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Des Moines, and State of Iowa on this 24th day of April, 1996. MIDAMERICAN ENERGY COMPANY By /s/ Russell E. Christiansen --------------------------------------------- Russell E. Christiansen Chairman and Chairman, Office of the Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on this 24th day of April, 1996. Signature Title --------- ----- /s/ Russell E. Christiansen Chairman of the Board, Chairman, - ----------------------------------- Office of the Chief Executive Russell E. Christiansen Officer, and Director (Principal Executive Officer) /s/ Stanley J. Bright President and President, Office of the - ----------------------------------- Chief Executive Officer, and Stanley J. Bright Director (Principal Executive Officer) /s/ Lance E. Cooper Group Vice President, Finance and - ----------------------------------- Accounting (Principal Financial Officer Lance E. Cooper and Principal Accounting Officer) /s/ John W. Aalfs Director - ----------------------------------- John W. Aalfs /s/ Betty T. Asher Director - ----------------------------------- Betty T. Asher II-5 /s/ Robert A. Burnett Director - ----------------------------------- Robert A. Burnett /s/ Ross D. Christensen Director - ----------------------------------- Ross D. Christensen /s/ John W. Colloton Director - ----------------------------------- John W. Colloton /s/ Frank S. Cottrell Director - ----------------------------------- Frank S. Cottrell /s/ Jack W. Eugster Director - ----------------------------------- Jack W. Eugster /s/ Mel Foster, Jr. Director - ----------------------------------- Mel Foster, Jr. /s/ Nolden Gentry Director - ----------------------------------- Nolden Gentry /s/ James M. Hoak, Jr. Director - ----------------------------------- James M. Hoak, Jr. /s/ Richard L. Lawson Director - ----------------------------------- Richard L. Lawson /s/ Robert L. Peterson Director - ----------------------------------- Robert L. Peterson /s/ Nancy L. Seifert Director - ----------------------------------- Nancy L. Seifert /s/ W. Scott Tinsman Director - ----------------------------------- W. Scott Tinsman /s/ Leonard L. Woodruff Director - ----------------------------------- Leonard L. Woodruff II-6 EXHIBIT LIST Exhibit No Description ------- ----------- 4(1) Restated Articles of Incorporation of the Company, as amended (filed as Exhibit 3 to the Company's Registration Statement on Form 8-B, File No. 1-11505)* 4(2) Restated Bylaws of the Company (filed as Exhibit 4 to the Company's Registration Statement on Form 8-B, File No. 1-11505 )* 4(3) MidAmerican Energy Company 1995 Long-Term Incentive Plan (filed as Exhibit 10(a) to the MidAmerican Energy Holding Company Registration Statement on Form S-4, File No. 333-01645)* 5 Opinion of John A. Rasmussen, Jr., Esq. 23(1) Consent of Arthur Andersen LLP 23(2) Consent of Deloitte & Touche LLP 23(3) Consent of John A. Rasmussen, Jr. (included in Exhibit 5) ------------------------ * Incorporated herein by reference, as indicated. EX-5 2 EXH. 5 EXHIBIT 5 666 Grand Avenue P. O. Box 657 Des Moines, Iowa 50303-657 April 24, 1996 MidAmerican Energy Company 666 Grand Avenue P.O. Box 657 Des Moines, Iowa 50303-657 Ladies and Gentlemen: I refer to the proposed issuance and sale by you ("Company") of 4,000,000 shares of authorized but unissued shares of your common stock, without par value ("Shares"), pursuant to the MidAmerican Energy Company 1995 Long-Term Incentive Plan. I have examined such documents and satisfied myself as to such matters of procedure, law and fact as I deem relevant for the purposes hereof, and based upon the foregoing, I advise you that, in my opinion, all requisite action will have been taken by and before all bodies, including directors and regulatory authorities, that is necessary to make valid the offering, issuance and sale of the Shares when the following additional steps shall have been taken: (1) The proposed offering, issuance and sale of the Shares shall have been authorized by your Board of Directors, or a committee thereof; (2) Your proposed registration statement on Form S-8 relating to the Shares being filed with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended, ("Act"), and any required post- effective amendments thereto shall have become effective; (3) Certificates representing the Shares shall have been duly executed, contersigned and registered and duly delivered against receipt by the Company of the consideration provided in the Plan; MidAmerican Energy Company April 24, 1996 Page 2 (4) The Shares shall have been issued and sold on the terms contemplated by your registration statement and in accordance with the authorizations of the Board of Directors of the Company and the applicable provisions of the Iowa Business Corporation Act; (5) The Federal Energy Regulatory Commission and the Illinois Commerce Commission shall have issued the appropriate orders upon an application with respect to the Shares filed with the Federal Energy Regulatory Commission and the Illinois Commerce Commission; and (6) All statutory fees imposed upon or by reason of the issuance of the Shares shall have been paid. I am further of the opinion that no action of any state or federal regulatory authority, other than the Commission under the Act and the Securities Exchange Act of 1934, as amended, and the Federal Energy Regulatory Commission and the Illinois Commerce Commission, is required with respect to the proposed offering, issuance and sale of the Shares, and that when the additional steps set forth above shall have been taken the Shares will be legally issued, fully paid and nonassessable. I do not find it necessary for the purposes of this opinion, and accordingly I do not purport herein, to cover the application of blue sky or securities laws of various states relating to sales of the Shares. This opinion is being delivered solely for the benefit of the Securities and Exchange Commission; accordingly, it may not be quoted or otherwise circulated or used for any other purpose without my prior written consent. I consent that copies of this opinion letter may be filed with the Commission in connection with your registration statement on Form S-8 with respect to the Shares. Sincerely, /s/ John A. Rasmussen, Jr. - -------------------------------- John A. Rasmussen, Jr., Esq. Counsel for MidAmerican Energy Company EX-23.1 3 EXH. 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated January 26, 1996 included in MidAmerican Energy Company's Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Chicago, Illinois April 23, 1996 EX-23.2 4 EXH. 23.2 EXHIBIT 23(2) DELOITTE & TOUCHE LLP [LETTERHEAD] CONSENT OF INDEPENDENT AUDITORS MidAmerican Energy Company We consent to the incorporation by reference in this Registration Statement of MidAmerican Energy Company on Form S-8 of our reports dated January 25, 1995, covering the consolidated balance sheet and statement of capitalization of Iowa-Illinois Gas and Electric Company and subsidiary as of December 31, 1994, and the related consolidated statements of income, retained earnings and cash flows for the years ended December 31, 1994 and 1993, and the schedule listed in Item 14(a)2 as of December 31, 1994 and 1993 and for each of the two years in the period ended December 31, 1994, appearing in MidAmerican Energy Company's Form 10-K for the year ended December 31, 1995. It should be noted that we have not audited any financial statements of Iowa-Illinois Gas and Electric Company and subsidiary subsequent to December 31, 1994, or performed any audit procedures subsequent to the date of our report. /s/ Deloitte & Touche LLP April 23, 1996 [LOGO] -----END PRIVACY-ENHANCED MESSAGE-----