MidAmerican

Erroll B.

Stephen P. ReynoldsPresident & CEO

Pacific Gas Transmission Co.

Two or three years ago, gas-fired generation was hailed as a cure-all for everything that ailed the natural gas industry.

The Federal Energy Regulatory Commission (FERC) has approved the proposed merger of Midwest Power Systems, Inc. and Iowa-Illinois Gas and Electric Co. to form MidAmerican Energy Co. as consistent with the public interest (Docket No. EC95-4-000).

The City of Independence, MO, asked the FERC to condition the merger on MidAmerican providing some form of protection against merger-related rate increases, but the FERC found no evidence that costs would increase as a result of the merger.

While the intensity of management activity was very high throughout the merger planning process, it was generally well ordered, in large measure because our Corporate/ Utility Transition Team and 16 sub-teams formed an effective vehicle for managing the planning process.

The Transition Team was given less than one year from the July 27, 1994, merger announcement date to plan the implementation of the merger.

Any executive who has gone through a merger, however well planned and executed, knows that it is a challenging process. Two essential ingredients are required before merger discussions can proceed from the initial "what if" stage to agreement on all critical and strategic issues. These ingredients must be developed by the chief executive officers through face-to-face meetings and a combination of intuitive response as well as specific examination of strategic issues.