AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2001
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MIDAMERICAN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
IOWA 42-1425214
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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666 GRAND AVENUE
DES MOINES, IOWA 50303
(515) 242-4300
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
PAUL J. LEIGHTON, ESQ.
ASSISTANT GENERAL COUNSEL
MIDAMERICAN ENERGY COMPANY
666 GRAND AVENUE
DES MOINES, IOWA 50303
(515) 242-4300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
JENNIFER A. FREDERICK, ESQ.
LATHAM & WATKINS
885 THIRD AVENUE, SUITE 1000
NEW YORK, NEW YORK 10022
(212) 906-1715
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this registration statement as
determined by market conditions.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX: [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED
ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT
OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX: [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX
AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING: [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(c)
UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST THE SECURITIES
ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION
STATEMENT FOR THE SAME OFFERING: [ ]
IF DELIVERY OF A PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX: [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price aggregate registration
securities to be registered(1) registered(2) per unit(3) offering price(4)(5) fee
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Debt securities and preferred stock $500,000,000 -- $500,000,000 $125,000
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(1) Any securities registered under this registration statement may be sold
separately or as units with other securities registered hereunder and may
include hybrid securities including a combination of features of the
securities listed above.
(2) Includes such indeterminate amount of debt securities and shares of
preferred stock as may from time to time be issued at indeterminate
prices. Also includes such additional principal amount of debt securities
issued with an original issue discount such that the aggregate initial
public offering price of all debt securities will not exceed $500,000,000
less the dollar amount of other securities previously issued.
(3) The proposed maximum offering price per unit may be omitted pursuant to
General Instruction II.D. of Form S-3 under the Securities Act.
(4) Estimated in accordance with Rule 457 under the Securities Act solely for
the purpose of calculating the registration fee.
(5) In U.S. dollars or the equivalent thereof in one or more foreign
currencies or composite currencies.
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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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
SUBJECT TO COMPLETION, DATED APRIL 27, 2001
$500,000,000
MIDAMERICAN ENERGY COMPANY
Debt Securities and Preferred Stock
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We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and the applicable prospectus
supplement carefully before you invest.
INVESTING IN THE SECURITIES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 3.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement.
The date of this prospectus is May , 2001.
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TABLE OF CONTENTS
PAGE
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ABOUT THIS PROSPECTUS ................... 1
WHERE YOU CAN FIND MORE
INFORMATION .......................... 1
FORWARD-LOOKING STATEMENTS .............. 2
MIDAMERICAN ENERGY COMPANY .............. 3
RATIO OF EARNINGS TO FIXED
CHARGES .............................. 3
RATIO OF EARNINGS TO FIXED CHARGES PLUS
PREFERRED STOCK DIVIDEND
REQUIREMENTS..........................
RISK FACTORS ............................ 3
USE OF PROCEEDS ......................... 5
DESCRIPTION OF DEBT SECURITIES .......... 6
DESCRIPTION OF CAPITAL STOCK ............ 12
PLAN OF DISTRIBUTION .................... 14
LEGAL MATTERS ........................... 15
EXPERTS ................................. 15
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process.
Using this process, we may offer the securities described in this prospectus,
either separately or in units, in one or more offerings with a total initial
offering price of up to $500,000,000. This prospectus provides you with a
general description of the securities we may offer. Each time we offer
securities, we will provide a prospectus supplement to this prospectus. The
prospectus supplement will describe the specific terms of that offering. The
prospectus supplement may also add, update or change the information contained
in this prospectus. Please carefully read this prospectus and the applicable
prospectus supplement, in addition to the information contained in the documents
we refer you to under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with
the Securities and Exchange Commission. You may read and copy any document we
file at the Securities and Exchange Commission's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the
Securities and Exchange Commission at 1-800-732-0330 for further information on
the public reference rooms. You may also obtain copies of these materials from
the public reference section of the Securities and Exchange Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Our Securities
and Exchange Commission filings are also available to the public from the
Securities and Exchange Commission's web site at http://www.sec.gov.
This prospectus is part of a registration statement we have filed with the
Securities and Exchange Commission relating to the securities described in this
prospectus. As permitted by Securities and Exchange Commission rules, this
prospectus does not contain all of the information set forth in the registration
statement. You should read the registration statement for further information
about us and the securities described in this prospectus. You may inspect the
registration statement and its exhibits without charge at the office of the
Securities and Exchange Commission at 450 Fifth Street, N.W., in Washington,
D.C. 20549, and you may obtain copies from the Securities and Exchange
Commission at prescribed rates. You may also access the registration statement
at the Securities and Exchange Commission's web site described above.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information that we file with them, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus. The information filed by us with the Securities and Exchange
Commission in the future will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made by us with the Securities and Exchange Commission under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the initial filing of the registration statement that contains this prospectus
and until the time that we sell all the securities described in this prospectus.
1. Our Annual Report on Form 10-K, as amended, for the fiscal year ended
December 31, 2000; and
2. Our Current Report on Form 8-K as filed with the Securities and Exchange
Commission on March 15, 2001.
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You may request a copy of these filings, at no cost, by writing or calling
us at the following address or telephone number:
Treasurer
MidAmerican Energy Company
666 Grand Avenue
Des Moines, Iowa 50303
(515) 242-4300
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. You should not assume
that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front of these documents.
FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference statements that do
not directly or exclusively relate to historical facts. Such statements are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. You can typically identify forward-looking
statements by the use of forward-looking words, such as "may," "will," "could,"
"project," "believe," "anticipate," "expect," "estimate," "continue,"
"potential," "plan," "forecast," and similar terms. These statements represent
our intentions, plans, expectations and beliefs and are subject to risks,
uncertainties and other factors. Many of these factors are outside our control
and could cause actual results to differ materially from such forward-looking
statements. These factors include, among others:
o general economic and business conditions in the United States as a whole
and in the midwestern United States, and our service territory in
particular;
o governmental, statutory, regulatory or administrative initiatives
affecting us or the United States electricity industry;
o weather effects on sales and revenues;
o general industry trends;
o increased competition in the power generation industry;
o fuel and power costs and availability;
o changes in business strategy, development plans or vendor relationships;
o availability, term and deployment of capital;
o availability of qualified personnel;
o risks relating to nuclear generation;
o financial or regulatory accounting principles or policies imposed by the
Financial Accounting Standards Board, the Securities and Exchange
Commission, the Federal Energy Regulatory Commission and similar entities
with regulatory oversight; and
o other business or investment considerations that may be disclosed from
time to time in our Securities and Exchange Commission filings or in other
publicly disseminated written documents.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
The foregoing review of factors should not be construed as exhaustive.
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MIDAMERICAN ENERGY COMPANY
We are a public utility company headquartered in Des Moines, Iowa and
incorporated in the State of Iowa. We were formed on July 1, 1995 as a result of
the merger of Iowa-Illinois Gas and Electric Company, Midwest Resources Inc. and
Midwest Power Systems Inc. We are an indirect wholly owned subsidiary of
MidAmerican Energy Holdings Company, a privately owned global energy company
with publicly traded fixed income securities.
We are principally engaged in the business of generating, transmitting,
distributing and selling electric energy and in distributing, selling and
transporting natural gas. We distribute electricity at retail in Iowa, Illinois
and South Dakota and distribute natural gas at retail in Iowa, Illinois,
Nebraska and South Dakota. In addition to retail sales, we sell electric energy
and natural gas to other utilities, marketers and municipalities outside of our
delivery system, and transport natural gas through our distribution system for a
number of end-use customers who have independently secured their supply of
natural gas.
Our headquarters and principal executive offices are located at 666 Grand
Avenue, Des Moines, Iowa 50303. Our telephone number is (515) 242-4300.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of our earnings to our fixed
charges for the periods indicated.
YEAR ENDED DECEMBER 31,
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1996 1997 1998 1999 2000
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Ratio of earnings to fixed charges(1) ........................... 4.06x 3.10x 3.07x 3.54x 4.52x
Ratio of earnings to fixed charges and Cooper Nuclear Station
debt service(2) ................................................ 3.94x 3.02x 3.01x 3.46x 4.45x
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(1) For purposes of computing the ratio of earnings to fixed charges,
"earnings" consist of net income from continuing operations before
interest charges and preferred dividend requirements, plus income taxes,
plus the estimated interest component of rentals. "Earnings" also include
allowances for borrowed and other funds used during construction. Fixed
charges consist of interest charges and the estimated interest component
of rentals.
(2) Ratios of earnings to fixed charges and Cooper Nuclear Station debt
service have been calculated including our portion of the net interest
component of the payments to Nebraska Public Power District under a
long-term contract for one-half of the capacity from the Cooper Nuclear
Station.
RATIO OF EARNINGS TO FIXED CHARGES PLUS PREFERRED STOCK DIVIDEND REQUIREMENTS
The following table sets forth the ratio of our earnings to our fixed
charges plus preferred stock dividend requirements for the periods indicated.
YEAR ENDED DECEMBER 31,
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1996 1997 1998 1999 2000
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Ratio of earnings to fixed charges plus preferred
stock dividend requirements(1) ................................ 3.40x 2.80x 2.82x 3.22x 4.09x
Ratio of earnings to fixed charges and Cooper Nuclear Station
debt service plus preferred stock dividend requirements(2) ..... 3.32x 2.73x 2.77x 3.16x 4.04x
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(1) For purposes of computing the ratio of earnings to fixed charges plus
preferred stock dividend requirements, "earnings" consist of net income
from continuing operations before interest charges and preferred dividend
requirements, plus income taxes, plus the estimated interest component of
rentals. "Earnings" also include allowances for borrowed and other funds
used during construction. Fixed charges consist of interest charges and
the estimated interest component of rentals. Preferred stock dividend
requirements represent the amount of pre-tax earnings that is required to
pay the dividends on outstanding preferred stock.
(2) Ratios of earnings to fixed charges and Cooper Nuclear Station debt
service plus preferred stock dividend requirements have been calculated
including our portion of the net interest component of the payments to
Nebraska Public Power District under a long-term contract for one-half of
the capacity from the Cooper Nuclear Station.
RISK FACTORS
Before you invest in any of the securities described in this prospectus,
you should be aware of the significant risks described below. You should
carefully consider these risks, together with all of the other information
included in this prospectus, the accompanying prospectus supplement and the
information incorporated by reference, before you decide to purchase our
securities.
WE ARE AFFECTED BY THE OPERATING UNCERTAINTIES ASSOCIATED WITH UTILITIES.
The operation of a utility involves many risks, including the breakdown or
failure of power generation equipment, pipelines, transmission lines,
distribution lines or other equipment, interruption of the fuel supply, and
performance below expected levels of output or efficiency. Sales and revenues of
a utility may also be adversely affected by general economic and business
conditions and weather conditions in its territory. We are subject to the
specific risks described above, and our sales and revenues could be adversely
affected by general economic and business conditions and weather conditions in
our service territory.
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OUR GENERATING FACILITIES ARE DEPENDENT ON A LIMITED NUMBER OF SUPPLIERS AND
SERVICE PROVIDERS.
Our electric generating facilities are often dependent on a single or
limited number of entities to supply or transport gas, coal or other fuels, to
dispose of wastes or to deliver electricity. The failure of any of these third
parties to fulfill its contractual obligations could increase the costs incurred
by us to provide electric service to our customers.
INCREASED COMPETITION RESULTING FROM RESTRUCTURING EFFORTS IN THE GEOGRAPHIC
MARKETS IN WHICH WE CONDUCT OUR BUSINESS COULD PUT PRESSURE ON MARGINS FOR
TRADITIONAL ELECTRIC SERVICES PROVIDED BY US AND DECREASE OUR REVENUES.
In the traditional regulated electric industry, the generation,
transmission, delivery and sales functions are integrated and electricity is
provided as a bundled service. Generally, in states that have enacted electric
restructuring legislation, the generation and sales functions have been
deregulated and are subject to competition while the transmission and delivery
functions remain regulated. For local gas distribution businesses, the supply
and transportation functions are similarly being separated, with the supply
function being opened to competition for all classes of customers.
We conduct our business primarily in Iowa and Illinois. 89.3% of our 2000
regulated retail electric sales were in Iowa and 10.0% were in Illinois. 78.0%
of our 2000 regulated retail gas sales were in Iowa and 10.2% were in Illinois.
Legislation to initiate retail electric competition was introduced in
Iowa's legislature during the 1999 and 2000 sessions, but it did not pass in
either year. We cannot predict the timing or ultimate outcome of any potential
electric restructuring legislation in Iowa.
In Illinois, legislation to restructure Illinois' electric utility industry
was enacted in December 1997. Under this legislation, beginning on October 1,
1999 larger non-residential customers in Illinois and 33% of the remaining
non-residential Illinois customers are allowed to select their provider of
electric supply services. All other non-residential customers obtained the right
to choose starting on December 31, 2000. Residential customers all receive the
opportunity to select their electric supplier beginning on May 1, 2002.
In Iowa and Illinois, gas customers are permitted to transport gas
purchased from independent suppliers using our distribution facilities.
Although the anticipated changes in the electric utility industry may
create opportunities, the changes will also create additional challenges and
risks for utilities. Competition will put pressure on margins for traditional
electric services. Restructuring efforts in Iowa and Illinois could materially
impact our results of operations in a manner which is difficult to predict.
WE ARE SUBJECT TO COMPREHENSIVE ENERGY REGULATION BY GOVERNMENTAL AGENCIES AND
THE RECOVERY OF OUR COSTS IS DEPENDENT ON REGULATORY ACTION.
We are subject to comprehensive regulation by several utility regulatory
agencies, which significantly influences our operating environment and our
ability to recover our costs from utility customers.
So far, the regulatory environment applicable to us has, in general, given
us an exclusive right to serve customers within our regulated electric service
territory and, in turn, the obligation to provide electric service to those
customers. Base electricity rates for Iowa customers include a factor which
provides for the recovery of a representative level of fuel costs. However, to
the extent actual fuel costs vary from that factor, our earnings are impacted.
A pricing plan settlement agreement that we entered into in 1997 with the
Office of the Consumer Advocate of the Iowa Department of Justice and other
parties pursuant to a rate proceeding before the Iowa Utilities Board
establishing our Iowa retail electric rates, expired on December 31, 2000. With
limited exceptions, the pricing plan settlement agreement precluded us from
seeking an increase in these rates and precluded the other parties, including
the Office of the
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Consumer Advocate, from seeking a decrease in rates prior to January 1, 2001.
The rates established by the pricing plan settlement agreement will remain in
effect until either the plan is renegotiated or a change in rates is approved by
the Iowa Utilities Board pursuant to a rate proceeding.
On March 14, 2001, the Office of the Consumer Advocate filed a petition
with the Iowa Utilities Board to reduce our Iowa retail electric rates by
approximately $77,000,000 annually. We are contesting this filing and, under
Iowa law, the Iowa Utilities Board must rule on the petition within ten months
from March 14, 2001. Iowa law provides that the rates collected after the filing
of the petition are subject to refund with interest if they exceed rates finally
approved by the Iowa Utilities Board.
We cannot assure you that the regulations described above will not change
or that additional regulations will not become applicable to our business in the
future. Changes in regulations or the imposition of additional regulations, or a
rate determination that is unfavorable to us (including in connection with the
petition described above), could have an adverse impact on our results of
operations.
WE ARE SUBJECT TO ENVIRONMENTAL REGULATIONS WHICH COULD BE DIFFICULT AND COSTLY
TO COMPLY WITH.
We are subject to a number of environmental laws and regulations affecting
many aspects of our present and future operations, including the disposal of
various forms of waste, the construction or permitting of new facilities and air
and water quality. These laws and regulations generally require us to obtain and
comply with a wide variety of environmental licenses, permits and other
approvals. Both public officials and private individuals may seek to enforce the
applicable environmental laws and regulations against us. We cannot assure you
that existing environmental regulations will not be revised or that new
regulations seeking to protect the environment will not be adopted or become
applicable to us. Revised or additional regulations which result in increased
compliance costs or additional operating restrictions could have a material
adverse effect on our results of operations.
In particular, regulatory compliance associated with the construction of
new electric generating projects is a costly and time-consuming process.
Intricate and rapidly changing environmental regulations may require major
expenditures for permitting and create the risk of expensive delays or material
impairment of project value if projects cannot function as planned due to
changing regulatory requirements or local opposition.
WE ARE SUBJECT TO THE UNIQUE RISKS ASSOCIATED WITH NUCLEAR GENERATION.
The risks of nuclear generation include the following:
(1) the potential harmful effects on the environment and human health
resulting from the operation of nuclear facilities and the storage,
handling and disposal of radioactive materials;
(2) limitations on the amounts and types of insurance commercially
available to cover losses that might arise in connection with nuclear
operations; and
(3) uncertainties with respect to the technological and financial aspects
of decommissioning nuclear plants at the end of their licensed lives.
The Nuclear Regulatory Commission has broad authority under federal law to
impose licensing and safety-related requirements for the operation of nuclear
generating facilities. In the event of non-compliance, the Nuclear Regulatory
Commission has the authority to impose fines or shut down a unit, or both,
depending upon its assessment of the severity of the situation, until compliance
is achieved. Revised safety requirements promulgated by the Nuclear Regulatory
Commission have, in the past, necessitated substantial capital expenditures at
nuclear plants, including those with which we have a long-term power purchase
contract or in which we have an ownership interest, like the Cooper Nuclear
Station and the Quad Cities Generating Station described in the documents
incorporated by reference in this prospectus, and additional expenditures could
be required in the future. In addition, although we have no reason to anticipate
a serious nuclear incident at the units in which we have an interest, if an
incident did occur, it could have a material but presently undeterminable
adverse effect on our financial condition.
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USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement, we will
use the net proceeds from the sale of the securities described in this
prospectus for general corporate purposes, which may include additions to
working capital, reductions of our indebtedness and financing of capital
expenditures. We may invest funds not immediately required for such purposes in
short-term securities. The amount and timing of sales of the securities
described in this prospectus will depend on market conditions and the
availability to us of other funds.
DESCRIPTION OF DEBT SECURITIES
This prospectus describes the general terms and provisions of the debt
securities that we may offer. When we offer to sell a particular series of debt
securities, we will describe the specific terms of the series in a prospectus
supplement to this prospectus. We will also indicate in the applicable
prospectus supplement whether the general terms and provisions described in this
prospectus apply to a particular series of debt securities. We may also sell
hybrid or novel securities now existing or developed in the future that combine
certain features of debt securities and other securities described in this
prospectus.
GENERAL
We may issue senior debt securities or subordinated debt securities. The
senior debt securities will be our direct secured or unsecured obligations and
the subordinated debt securities will be our direct unsecured obligations. Each
of the senior debt securities and the subordinated debt securities will be
issued under an indenture to be entered into between us and a trustee named in
the applicable prospectus supplement. The following summary of the indentures is
not a complete description of all of the provisions of the indentures. We have
filed forms of the indentures as exhibits to the registration statement of which
this prospectus is a part. Except to the extent set forth in a prospectus
supplement for a particular issue of debt securities, the indentures for the
debt securities, as amended or supplemented from time to time, will be
substantially similar to the indentures filed as exhibits to the registration
statement and described below.
A prospectus supplement relating to a series of debt securities being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:
o the title of the series of debt securities;
o whether the series of debt securities are senior debt securities or
subordinated debt securities;
o the aggregate principal amount (or any limit on the aggregate principal
amount) of the series of debt securities and, if any debt securities of a
series are to be issued at a discount from their face amount, the method
of computing the accretion of such discount;
o if other than the entire principal amount thereof, the portion of the
principal amount of the debt securities payable upon declaration of
acceleration of the maturity thereof;
o the interest rate or method for calculation of the interest rate;
o the date from which interest will accrue;
o the record dates for principal and interest payable on debt securities;
o the dates when, places where and manner in which principal and interest
will be payable;
o the securities registrar if other than the trustee;
o the terms of any mandatory redemption (including any sinking fund
requirement) or any redemption at our option;
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o the terms of any repurchase or remarketing rights of third parties;
o the terms of any redemption at the option of holders of the debt
securities;
o the denominations in which the debt securities are issuable;
o whether the debt securities will be issued in registered or bearer form
and the terms of any such forms of debt securities;
o whether the debt securities will be represented by a global security and
the terms of any such global security;
o the currency or currencies (including any composite currency) in which
principal or interest or both may be paid;
o if payments of principal or interest may be made in a currency other than
that in which the debt securities are denominated, the method for
determining such payments;
o provisions for electronic issuance of debt securities or issuance of debt
securities in certificated form;
o any events of default, covenants and/or defined terms in addition to or in
lieu of those set forth in the applicable indenture;
o whether and upon what terms debt securities may be defeased;
o whether the debt securities will have guaranties;
o any special tax implications of the debt securities; and
o any other terms in addition to or different from those contained in the
applicable indenture.
The debt securities will bear no interest or interest at a fixed or a
floating rate. Debt securities bearing no interest or interest at a rate that at
the time of issuance is below the prevailing market rate may be sold or deemed
to be sold at a discount below their stated principal amount. With respect to
any debt securities as to which we have the right to defer interest, the holders
of such debt securities may be allocated interest income for federal and state
income tax purposes without receiving equivalent, or any, interest payments. Any
material federal income tax consequences applicable to any such discounted debt
securities or to debt securities issued at par that are treated as having been
issued at a discount for federal income tax purposes will be described in the
applicable prospectus supplement.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
The subordinated debt securities will be subordinate and junior in right of
payment to our senior debt, including the senior debt securities described in
this prospectus. Unless otherwise specified in the applicable prospectus
supplement, no payments on the subordinated debt securities may be made if (1)
any senior debt is not paid when due or (2) the maturity of any senior debt has
been accelerated because of a default. Upon any distribution of our assets to
creditors upon a bankruptcy, insolvency, liquidation, reorganization or similar
event with respect to us, all amounts due on our senior debt must be paid before
any payments are made on the subordinated debt securities.
Subject to the payment in full of all senior debt, the rights of the
holders of subordinated debt securities will be subrogated to the rights of the
holders of our senior debt to receive payments or distributions applicable
thereto until all amounts owing on the subordinated debt securities are paid in
full.
The subordinated indenture will not limit the amount of senior debt that we
can incur.
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GLOBAL SECURITIES
BOOK-ENTRY SYSTEM
Except as may otherwise be set forth in the applicable prospectus
supplement, the debt securities will initially be issued in the form of global
securities. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the global securities. The global securities will be
issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered global security
certificate will be issued for each issue of the debt securities, each in the
aggregate principal amount of such issue, and will be deposited with DTC. If,
however, the aggregate principal amount of any issue of debt securities exceeds
$400 million, one certificate will be issued with respect to each $400 million
of principal amount and an additional certificate will be issued with respect to
any remaining principal amount of such issue.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its direct participants deposit with DTC.
DTC also facilitates the settlement among direct participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in direct participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is owned
by a number of its direct participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange LLC, and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to indirect
participants such as securities brokers and dealers, banks, and trust companies
that clear through or maintain a custodial relationship with a direct
participant, either directly or indirectly. The rules applicable to DTC and its
direct and indirect participants are on file with the Securities and Exchange
Commission.
Purchases of debt securities under the DTC system must be made by or
through direct participants, which will receive a credit for the debt securities
on DTC's records. The ownership interest of each actual beneficial owner of each
debt security is in turn to be recorded on the direct and indirect participants'
records. Beneficial owners will not receive written confirmation from DTC of
their purchase, but beneficial owners are expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the direct or indirect participant through
which the beneficial owner entered into the transaction. Transfers of ownership
interests in the securities are to be accomplished by entries made on the books
of direct and indirect participants acting on behalf of beneficial owners.
Beneficial owners will not receive certificates representing their ownership
interests in debt securities, except as described below.
The laws of some states require that certain persons take physical delivery
in certificated form of securities that they own. Consequently, the ability to
transfer beneficial interests in the global securities to such persons will be
limited to that extent. Also, because DTC can act only on behalf of direct
participants, which in turn act on behalf of indirect participants, the ability
of a person having beneficial interests in the global securities to pledge such
interests to persons that do not participate in the DTC system, or otherwise
take actions in respect of such interests, may be affected by the lack of a
physical certificate evidencing such interests.
To facilitate subsequent transfers, all global securities deposited by
direct participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of global securities with DTC and their
registration in the name of Cede & Co. or such other nominee do not effect any
change in beneficial ownership. DTC has no knowledge of the actual beneficial
owners of the debt securities.
8
DTC's records reflect only the identity of the direct participants to whose
accounts such debt securities are credited, which may or may not be the
beneficial owners. The direct and indirect participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. Beneficial owners of debt securities may
wish to take certain steps to augment transmission to them of notices of
significant events with respect to the debt securities, such as redemptions,
tenders, defaults and proposed amendments to the indenture. Beneficial owners of
debt securities may wish to ascertain that the nominee holding the debt
securities for their benefit has agreed to obtain and transmit notices to
beneficial owners, or in the alternative, beneficial owners may wish to provide
their names and addresses to the registrar and request that copies of the
notices be provided directly to them.
Redemption notices will be sent to DTC. If less than all of the debt
securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each direct participant in such issue to be
redeemed.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or
vote with respect to the debt securities. Under its usual procedures, DTC mails
an Omnibus Proxy to us as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those direct
participants to whose accounts the debt securities are credited on the record
date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds and principal and interest payments on the debt
securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit direct
participants' accounts upon DTC's receipt of funds and corresponding detail
information from us or the trustee on the payment date in accordance with their
respective holdings shown on DTC's records. Payments by participants to
beneficial owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
the participants and not of DTC, the trustee, or us, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds and principal and interest payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the
responsibility of us or the trustee, disbursement of such payments to direct
participants is the responsibility of DTC, and disbursement of such payments to
the beneficial owners is the responsibility of direct and indirect participants.
DTC may discontinue providing its services as securities depository with
respect to the global securities at any time by giving reasonable notice to us
or the trustee. Under such circumstances, in the event that a successor
securities depository is not obtained, individual security certificates are
required to be printed and delivered.
We may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, individual
security certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe to be reliable, but we take no
responsibility for the accuracy thereof.
EXCHANGE OF GLOBAL SECURITIES FOR CERTIFICATED SECURITIES
Except as otherwise may be set forth in the applicable prospectus
supplement, the global securities may be exchanged for debt securities in
certificated form only in the following circumstances:
(1) if DTC notifies us that it is unwilling or unable to continue as
depositary for the global securities, or if DTC is no longer registered
as a clearing agency under the Exchange Act, and we do not appoint a
replacement depositary within 90 days;
9
(2) an event of default under the applicable indenture occurs; or
(3) if we determine that an issue of debt securities will no longer be
represented by global securities.
If any global securities are exchangeable for certificated securities as
described above, we will execute, and the trustee will authenticate upon our
order, certificated securities of like tenor and terms in certificated form in
an aggregate principal amount equal to the principal amount of such global
securities. These certificated securities will be delivered to persons specified
by DTC in exchange for the beneficial interests in the global securities being
exchanged.
REDEMPTION AND REPAYMENT
The applicable prospectus supplement will specify the following:
o if the debt securities are subject to any sinking fund and the terms of
any such sinking fund;
o if we may elect to redeem the debt securities prior to maturity and the
terms of any such optional redemption;
o if we will be required to redeem the securities prior to maturity upon the
occurrence of certain events and the terms of any such mandatory
redemption;
o if the holders of the debt securities will have the right to repayment of
the debt securities prior to maturity and the terms of any such optional
repayment.
If we elect or are required to redeem debt securities, a redemption notice
will be sent to each holder of debt securities to be redeemed at least 30 but
not more than 60 days prior to the redemption date. The redemption notice will
include the following: (1) the redemption date, the places of redemption and the
redemption price; (2) a statement that payment of the redemption price will be
made on surrender of the debt securities at the places of redemption; (3) a
statement that accrued interest to the redemption date will be paid as specified
in the notice and that after the redemption date interest will cease to accrue;
(4) if less than all of the debt securities of a series are to be redeemed, the
particular debt securities or portions thereof to be redeemed; (5) if any debt
securities are to be redeemed in part only, the portion of the debt securities
to be redeemed and a statement that, upon surrender of the debt securities for
redemption, new debt securities having the same terms will be issued in an
amount equal to the unredeemed portion; and (6) if applicable, a statement that
redemption is subject to the receipt by the trustee prior to the redemption date
of sufficient funds to make such redemption.
If notice of redemption is given as specified above, the debt securities
called for redemption will become due and payable on the date and at the places
stated in the notice at the applicable redemption price, together with accrued
interest to the redemption date. After the redemption date, the debt securities
subject to redemption will cease to bear interest and will not be entitled to
the benefits of the applicable indenture, other than the right to receive
payment of the redemption price together with accrued interest to the redemption
date.
If debt securities are repayable at the option of the holders prior to
maturity, a holder that elects to have its debt securities repaid will be
required to deliver such debt securities (or a guarantee of delivery from an
eligible institution) to the trustee at least 30 but not more than 45 days prior
to the repayment date. For debt securities represented by global securities held
by DTC, the repayment option may be exercised by a DTC direct participant on
behalf of the beneficial owner by sending written notice to the trustee
(specifying certain information regarding the debt securities to be repaid) at
least 30 but not more than 60 days prior to the repayment date.
COVENANTS
In addition to other covenants, if any, as may be described in the
applicable prospectus supplement and except as may otherwise be set forth in the
applicable prospectus supplement, the indentures will contain the following
covenants:
10
o a covenant which requires us to maintain an office for payment and
registration of transfer or exchange of the debt securities in the City of
New York;
o a covenant which requires us to notify the trustee in writing of any event
of default under an indenture within five days after we become aware of
such event of default;
o a covenant which requires us to maintain our corporate existence, rights
and franchises, unless the maintenance of such rights and franchises is no
longer desirable in the conduct of our business; and
o a covenant which prohibits us from consolidating with or merging with or
into any other person or conveying, transferring or leasing our properties
substantially as an entirety to any other person, unless the surviving
company or transferee, as applicable, is a U.S. company and assumes all of
our obligations under the indenture.
EVENTS OF DEFAULT
Except as described in the applicable prospectus supplement, the following
events will constitute events of default under the applicable indenture:
o we fail to pay interest on the debt securities and such failure
continues for 30 days;
o we fail to pay principal of the debt securities when due;
o we breach any other covenant or representation in the indenture and such
breach continues for 60 days after we receive a notice of default with
respect thereto;
o we default in the payment of any indebtedness other than the debt
securities in excess of $60,000,000, or we breach any other provision of
such indebtedness and such breach results in an acceleration of such
indebtedness, and in each case such indebtedness is not discharged or such
acceleration is not rescinded, as applicable, within 30 days after we
receive a notice of default with respect thereto;
o a final non-appealable judgment for the payment of money in excess of
$60,000,000 is entered against us and is not discharged or satisfied
within 45 days after we receive a notice of default with respect thereto;
o a decree or order is entered against us in an involuntary bankruptcy
proceeding and is not vacated in 60 days, or a similar involuntary event
relating to our bankruptcy or insolvency occurs and continues for 60 days;
and
o we commence a voluntary bankruptcy case or take similar voluntary actions
relating to our bankruptcy or insolvency.
Upon the occurrence of an event of default under an indenture, the holders
of at least 25% in aggregate principal amount of the applicable debt securities
may declare such debt securities to be immediately due and payable. Holders of a
majority in principal amount of such debt securities may rescind the
acceleration so long as the conditions set forth in the applicable indenture
have been satisfied.
Prior to acceleration, holders of a majority in aggregate principal amount
of an issuance of debt securities may waive an event of default, other than (1)
an event of default related to non-payment of principal or interest and (2) an
event of default related to a covenant or other provision of the indenture that
cannot be modified without the consent of each holder of debt securities
affected thereby.
MODIFICATIONS TO THE INDENTURE
Except as otherwise set forth in the applicable prospectus supplement, each
indenture will contain provisions which allow us and the trustee to amend the
indenture without the consent of any holder of debt securities for the following
purposes:
11
o to cure ambiguities or to cure, correct or supplement any defective or
inconsistent provisions;
o to add additional covenants, events of default or collateral, or to
surrender a right or power conferred upon us in the indenture;
o to establish the form of additional debt securities in accordance with
the terms of the indenture;
o to evidence the succession of another company to us and the assumption
by the successor of our obligations under the indenture;
o to grant to or confer upon the trustee for the benefit of the holders any
additional rights, remedies, powers or authority;
o to permit the trustee to comply with any duties imposed upon it by law;
o to specify further the duties and responsibilities of, and to define
further the relationships among, the trustee and any authenticating agent
or paying agent for the debt securities; and
o to change or eliminate any of the provisions of the indenture, so long as
the change or elimination becomes effective only when there are no debt
securities outstanding that were created prior to the execution of the
supplemental indenture or other document evidencing such change or
elimination.
Except as set forth in the applicable prospectus supplement, each indenture
will contain provisions which allow us and the trustee to amend the indenture
for any other purpose with the consent of holders of a majority in principal
amount of the applicable issue of debt securities, other than amendments which
(1) extend the stated maturity of the debt securities, (2) reduce the principal
amount of the debt securities, (3) reduce the interest rate for the debt
securities, (4) extend the dates for scheduled payments of principal and
interest, (5) impair the right of a holder of debt securities to institute suit
for the payment of its debt securities, or (6) reduce the percentage of holders
of debt securities required to consent to amendments or waive defaults under the
indenture. The items described in (1) through (5) above will require the consent
of all holders affected by the change. The item described in (6) above will
require the consent of all holders.
GOVERNING LAW
The senior indenture and the subordinated indenture will be governed by the
laws of the State of New York.
DESCRIPTION OF CAPITAL STOCK
We have the authority under our articles of incorporation to issue
350,000,000 shares of common stock, no par value, and 100,000,000 shares of
preferred stock, no par value. As of March 31, 2001, 70,980,203 shares of our
common stock were outstanding, all of which are owned by MHC Inc. The common
stock is not listed on any exchange. All outstanding shares of common stock are
fully paid and non-assessable.
Also as of March 31, 2001, the following shares of our preferred stock were
outstanding: 49,451 shares of the $3.30 series; 38,305 shares of the $3.75
series; 32,630 shares of the $3.90 series; 47,362 shares of the $4.20 series;
49,945 shares of the $4.35 series; 50,000 shares of the $4.40 series; 49,898
shares of the $4.80 series; 100,000 shares of the $5.25 series; and 400,000
shares of the $7.80 series. All outstanding shares of preferred stock are fully
paid and non-assessable. The terms of these preferred securities are described
in an amendment to our articles of incorporation which is incorporated herein by
reference.
COMMON STOCK
The shares of our authorized common stock are identical in all respects and
have equal rights and privileges. Each holder of our common stock is entitled to
one vote in the election of directors and
12
other matters. Common shareholders may receive dividends when declared by our
board of directors. Dividends may be paid in cash, stock or another form. In
certain cases, common shareholders may not receive dividends until we have
satisfied our obligations to any preferred shareholders. If we liquidate,
dissolve or wind-up our business, either voluntarily or not, common shareholders
will share equally in the assets remaining after we pay our creditors and
preferred shareholders.
PREFERRED STOCK
We may issue, from time to time, shares of one or more series or classes of
our preferred stock with such preferences and designations as our board of
directors may determine. The following summary description sets forth some of
the general terms of the preferred stock. We will describe the specific terms of
any series of preferred stock that we issue in a prospectus supplement. To the
extent the description contained in the prospectus supplement differs from this
summary description, you should rely on the information in the prospectus
supplement. You should also read our articles of incorporation and bylaws before
purchasing the preferred stock.
Our board of directors is authorized to determine for each series of
preferred stock, and the applicable prospectus supplement will set forth with
respect to any such series:
o the designation of such series and the number of shares that constitute
such series;
o the dividend rate (or the method of calculation thereof), if any, on the
shares of such series and the priority as to payment of dividends with
respect to other classes or series of our capital stock;
o the dividend periods (or the method of calculating the dividend
periods);
o the voting rights of the shares, if any;
o the liquidation preference and the priority as to payment of such
liquidation preference with respect to the classes or series of preferred
stock and any other rights of the shares of such series if we liquidate,
dissolve or wind-up our affairs;
o whether and on what terms we can redeem or repurchase the shares of
preferred stock;
o whether the preferred stock of such series will have the benefit of a
sinking fund; and
o any other material terms.
The shares of a series of preferred stock will not have any preferences,
voting powers or relative, participating, optional or other special rights
except as set forth above or in the applicable prospectus supplement, our
articles of incorporation or the applicable certificate of designation or as
otherwise required by law.
Except as set forth in the applicable prospectus supplement, no series of
preferred stock will be redeemable or receive the benefit of a sinking fund. If
we voluntarily or involuntarily liquidate, dissolve or wind up our affairs, the
holders of each series of preferred stock will be entitled to receive the
liquidation preference per share specified in the prospectus supplement plus any
accrued and unpaid dividends. Holders of preferred stock will be entitled to
receive these amounts before any distribution is made to the holders of common
stock, but only after the liquidation preference has been fully paid on any
shares of senior ranking preferred stock, if any. Neither the par value nor the
liquidation preference is indicative of the price at which the preferred stock
will actually trade on or after the date of issuance.
We will designate the transfer agent for each series of preferred stock in
the applicable prospectus supplement.
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PLAN OF DISTRIBUTION
We may offer and sell or exchange the securities described in this
prospectus:
o through agents,
o through one or more underwriters,
o through one or more dealers,
o directly to one or more purchasers (through a specific bidding or
auction process or otherwise), or
o through a combination of any such methods of sale.
The distribution of the securities described in this prospectus may be
effected from time to time in one or more transactions either:
o at a fixed price or prices, which may be changed,
o at market prices prevailing at the time of sale,
o at prices relating to such prevailing market prices,
o at negotiated prices, or
o at a fixed exchange ratio in return for other of our securities.
Offers to purchase or exchange the securities may be solicited by agents
designated by us from time to time. Any such agent will be named, and any
commissions payable by us to such agent will be set forth, in the applicable
prospectus supplement. Unless otherwise indicated in the applicable prospectus
supplement, any such agent will be acting on a best efforts basis for the period
of its appointment. Any such agent may be deemed to be an underwriter, as that
term is defined in the Securities Act, of the securities so offered and sold.
If an underwriter or underwriters are utilized in the sale of the
securities, we will execute an underwriting agreement with such underwriter or
underwriters at the time an agreement for such sale is reached. The names of the
specific managing underwriter or underwriters, as well as any other
underwriters, and the terms of the transactions, including compensation of the
underwriters and dealers, which may be in the form of discounts, concessions or
commissions, if any, will be set forth in the applicable prospectus supplement,
which will be used by the underwriters to make resales of the securities.
If a dealer is utilized in the sale of the securities, we or an underwriter
will sell such securities to the dealer as principal. The dealer may then resell
such securities to the public at varying prices to be determined by such dealer
at the time of resale. The name of the dealer and the terms of the transactions
will be set forth in the applicable prospectus supplement relating thereto.
Offers to purchase or exchange the securities may be solicited directly by
us and sales or exchanges thereof may be made by us directly to institutional
investors or others. The terms of any such sales, including the terms of any
bidding or auction process, if utilized, will be described in the applicable
prospectus supplement relating thereto.
We may enter into agreements with agents, underwriters and dealers under
which we agree to indemnify them against certain liabilities, including
liabilities under the Securities Act, or to contribute to payments they may be
required to make in respect thereof. The terms and conditions of such
indemnification or contribution will be described in the applicable prospectus
supplement. Certain of the agents, underwriters or dealers, or their affiliates,
may be customers of, engage in transactions with or perform services for us in
the ordinary course of business.
14
LEGAL MATTERS
The validity of the debt securities described in this prospectus will be
passed upon for us by Latham & Watkins, 885 Third Avenue, Suite 1000, New York,
New York 10022. The validity of the preferred stock described in this
prospectus will be passed upon for us by Paul J. Leighton, Esq., our Assistant
General Counsel.
EXPERTS
The consolidated statements of income, comprehensive income, cash flows and
retained earnings of us and our subsidiaries for the year ended December 31,
1998 incorporated in this prospectus by reference from our Annual Report on Form
10-K for the year ended December 31, 2000, as amended, have been so incorporated
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
Our consolidated financial statements and related financial statement
schedules as of and for the years ended December 31, 2000 and 1999, incorporated
in this prospectus by reference from our Annual Report on Form 10-K for the year
ended December 31, 2000, as amended, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
15
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by
MidAmerican Energy Company in connection with the issuance and distribution of
the securities being registered. All amounts are estimates other than the
Securities and Exchange Commission registration fee.
AMOUNT TO BE PAID
------------------
Registration fee ...................... $ 125,000
Printing expenses ..................... 300,000
Legal fees and expenses ............... 300,000
Accounting fees and expenses .......... 125,000
Rating agency fees .................... 100,000
Trustee fees and expenses ............. 10,000
Miscellaneous expenses ................ 50,000
----------
Total ................................ $1,010,000
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 490.850-490.855 and 490.857 of the Iowa Business Corporation Act
permit corporations organized thereunder to indemnify directors, officers,
employees and agents against liability under certain circumstances. The Restated
Articles of Incorporation and the Restated Bylaws of MidAmerican Energy Company
provide for indemnification of directors, officers and employees to the full
extent provided by the Iowa Business Corporation Act. The Articles of
Incorporation and the Bylaws state that the indemnification provided therein
shall not be deemed exclusive. MidAmerican Energy Company may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of MidAmerican Energy Company or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not MidAmerican Energy Company would have the
power to indemnify such person against such expense, liability or loss under the
Iowa Business Corporation Act. Pursuant to Section 490.857 of the Iowa Business
Corporation Act, the Articles of Incorporation and the Bylaws, MidAmerican
Energy Company, through MidAmerican Energy Holdings Company, maintains
directors' and officers' liability insurance coverage. MidAmerican Energy
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 Iowa Business Corporation Act, the
Articles of Incorporation of MidAmerican Energy Company provide that no director
shall be personally liable to MidAmerican Energy Company or its shareholders for
monetary damages for breach of fiduciary duty as a director, except for
liability: (1) for any breach of the directors' duty of loyalty to MidAmerican
Energy Company or its shareholders, (2) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (3) under
Section 490.833 of the Iowa Business Corporation Act (relating to certain
unlawful distributions to shareholders) or (4) for any transaction from which
the director derived an improper personal benefit.
The form of underwriting agreement filed as Exhibit 1.1 hereto includes
provisions requiring the underwriters, dealers or agents to indemnify directors,
officers and certain controlling persons of MidAmerican Energy Company in
certain circumstances.
II-1
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
1.1* Form of Underwriting Agreement
4.1* Form of Indenture (Senior Debt Securities)
4.2* Form of Indenture (Subordinated Debt Securities)
5.1* Opinion of Latham & Watkins regarding the validity of the debt securities
5.2* Opinion of Paul J. Leighton, Esq. regarding the validity of the preferred stock
12.1 Computation of Ratio of Earnings to Fixed Charges (Filed as Exhibit 12 to
MidAmerican Energy Company's Annual Report on Form 10-K for the year ended December 31, 2000, as
amended, Registration No. 1-11505)
23.1* Consent of Latham & Watkins (included in their opinion filed as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Deloitte & Touche LLP
23.4* Consent of Paul J. Leighton, Esq. (included in his opinion filed as Exhibit 5.2)
24.1 Power of Attorney
25.1* Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of
1939 (Senior Debt Securities)
25.2* Statement of Eligilibity and Qualification (Form T-1) under the Trust Indenture Act of
1939 (Subordinated Debt Securities)
- ----------
* To be filed by amendment or as an exhibit to a document to be
incorporated by reference herein.
(b) Financial Data Schedules
Schedule II -- Valuation and Qualifying Accounts (Filed as Schedule II
to MidAmerican Energy Company's Annual Report on Form 10-K
for the year ended December 31, 2000, as amended,
Registration No. 1-11505)
All other financial data schedules are not included because the required
information is inapplicable or is presented in the financial statements or the
notes to the financial statements.
ITEM 17. 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 of 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the
changes in volume and price present no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
II-2
(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 paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that 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 the 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.
(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 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) To file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act of 1939 in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Trust Indenture Act of 1939.
(6) 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 provisions referred to in Item 15 of this
registration statement, 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
II-3
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 and will be
governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has resonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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, State of Iowa, on April 27, 2001.
MIDAMERICAN ENERGY COMPANY
By: /s/ Paul J. Leighton
------------------------------
Name: Paul J. Leighton
Title: Assistant General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.
Signature Title Date
- --------- ----- ----
* Chief Executive Officer and April 27, 2001
- --------------------------- Director (principal executive
Gregory E. Abel officer)
* Senior Vice President, Chief April 27, 2001
- --------------------------- Financial Officer and Director
Patrick J. Goodman (principal financial officer and
principal accounting officer)
* President, Chief Operating April 27, 2001
- --------------------------- Officer and Director
Ronald W. Stepien
*By /s/ Paul J. Leighton
Attorney-In-Fact
II-5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
1.1* Form of Underwriting Agreement
4.1* Form of Indenture (Senior Debt Securities)
4.2* Form of Indenture (Subordinated Debt Securities)
5.1* Opinion of Latham & Watkins regarding the validity of the securities
5.2* Opinion of Paul J. Leighton, Esq. regarding the validity of the preferred securities
12.1 Computation of Ratio of Earnings to Fixed Charges (Filed as Exhibit 12 to
MidAmerican Energy Company's Annual Report on Form 10-K for the year ended
December 31, 2000, as amended, Registration No. 1-11505)
23.1* Consent of Latham & Watkins (included in their opinion filed as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Deloitte & Touche LLP
23.4* Consent of Paul J. Leighton, Esq. (including in his opinion filed as Exhibit 5.2)
24.1 Power of Attorney
25.1* Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of
1939 (Senior Debt Securities)
25.2* Statement of Eligilibity and Qualification (Form T-1) under the Trust Indenture Act of
1939 (Subordinated Debt Securities)
- ----------
* To be filed by amendment or as an exhibit to a document to be
incorporated by reference herein.