- --------------------------------------------------------------------------------
SCHEDULE 14A
(Rule 14A-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission [ ]
Definitive Proxy Statement Only (as permitted by Rule14a-6(e)(2)) [X] Definitive
Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11 (c)
or Rule 14a-12
IES INDUSTRIES INC.
(Name of Registrant as Specified in Its Charter)
MIDAMERICAN ENERGY COMPANY
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
- --------------------------------------------------------------------------------
-1-
[August 20, 1996 News Release and Retraction]
Keith Hartje (Media) Sue Rozema (Investors) Chuck Burgess/Adam Miller
(515) 281-2575 (515) 281-2250 Abernathy MacGregor Group
(212) 371-5999
IMMEDIATELY
MIDAMERICAN COMMENTS ON
THE WISCONSIN PUBLIC SERVICE COMMISSION'S
PROTEST AGAINST THE WISCONSIN DEAL
---------------------------------------
Des Moines, Iowa (August 20, 1996) -- MidAmerican Energy Company (NYSE: MEC)
today commented on the Wisconsin Public Service Commission's protest against the
proposed merger of IES Industries (NYSE: IES) with WPL Holdings and Interstate
Power (the "Wisconsin deal") which was filed on August 16, 1996 with the Federal
Energy Regulatory Commission (FERC). MidAmerican believes that the filing is
indicative of the difficult regulatory approval process that the Wisconsin deal,
a complex three-way four state merger, will encounter.
On August 16, 1996, the Wisconsin Public Service Commission filed a protest
against the Wisconsin deal at the FERC, stating: "...even after a second attempt
to address the deficiencies of the Merger Application, the Merger Application
remains incomplete. The Commission cannot find the proposed merger to be
consistent with the public interest based on the record now before it. The
Application continues to raise questions as to how competition within relevant
markets will be affected and cannot be approved without an evidentiary hearing."
John Rasmussen, vice president and general counsel for MidAmerican Energy, said,
"Based on the Wisconsin Public Service Commission's filing with FERC, we believe
that IES and WPL have made little progress in their unsuccessful efforts to gain
regulatory approvals for the Wisconsin deal. We are concerned that there may be
a misperception among some members of the financial community that the
regulatory approval process for the Wisconsin deal has progressed further than
it actually has. We encourage any interested party to contact the appropriate
regulatory authorities directly to find out where IES's approval process really
stands."
Continued...
-2-
Mr. Rasmussen added, "In terms of our proposal, we expect a prompt hearing from
the Iowa Utilities Board and other necessary regulatory bodies and we are
confident that the evidence will demonstrate the clear benefits to the public
interest inherent in the MidAmerican proposal. We believe MidAmerican's proven
ability to obtain prompt regulatory approvals for its prior mergers will bring
the benefits much more quickly to IES customers and shareholders."
MidAmerican Energy Company, Iowa's largest utility, serves 635,000 electric
customers and 600,000 natural gas customers in Iowa, Illinois, South Dakota and
Nebraska. The Company is headquartered in Des Moines. Information about
MidAmerican is available on the Internet at http://www.midamerican.com.
MidAmerican has filed with the Securities and Exchange Commission a proxy
statement and other materials relating to the solicitation of proxies against
the proposed IES/WPL/Interstate transaction and that proxy statement and the
other materials are incorporated herein by reference.
###
Date:
Contact: Keith Hartje (Media) Sue Rozema (Investors) Chuck Burgess/Adam Miller
(515) 281-2575 (515) 281-2250 Abernathy MacGregor Group
(212) 371-5999
For Release: IMMEDIATELY
MIDAMERICAN ENERGY ISSUES RETRACTION
-----------------------------------
Des Moines, Iowa (August 20, 1996) -- MidAmerican Energy Company (NYSE:MEC)
today retracted its earlier press release headlined "MidAmerican Comments on The
Wisconsin Public Service Commission's Protest Against the Wisconsin Deal."
In the release, MidAmerican mistakenly referred to the Wisconsin Public Service
Commission instead of the Wisconsin Public Service corporation. Wisconsin Public
Service Corporation is a public utility. To MidAmerican's knowledge. The
Wisconsin Public Service Commission has not filed a protest in the Federal
Regulatory Commission proceedings concerning the combination of IES Industries
Inc., WPL Holdings Inc. and Interstate Power Company.
MidAmerican has filed with the Securities and Exchange Commission a proxy
statement and other materials relating to the solicitation of proxies against
the proposed IES/WPL/Interstate transaction and that proxy statement and the
other materials are incorporated herein by reference.
###
[Letters to Branch Managers/Registered Representatives. One version sent within
Iowa; second version sent outside of state]
[MIDAMERICAN ENERGY COMPANY LETTERHEAD]
August 19, 1996
DEAR BRANCH MANAGER/REGISTERED REPRESENTATIVE:
Re: IES Industries Inc. (NYSE:IES) and
MidAmerican Energy Company (NYSE:MEC)
As you probably know, on August 4 MidAmerican Energy Company
("MidAmerican") proposed a merger with IES Industries Inc. ("IES"). We believe
the merger would provide your customers who own IES shares with more value than
they would receive from IES' proposed merger with WPL Holdings, Inc. ("WPL") and
Interstate Power Company (the "Wisconsin Transaction").
MidAmerican is holding informational meetings for registered
representatives in several Iowa locations on thursday, August 22. We encourage
you to attend one of these meetings where senior officers of MidAmerican will be
in attendance to discuss our proposed merger and answer any questions you have.
Date: Thursday, August 22, 1996
Time: 4:00 p.m. to 5:30 p.m.
Locations: Cedar Rapids Davenport
Wyndham Five Seasons Hotel River Center Expansion
350 1st Avenue NE 136 East 3rd
Ballroom I Wisconsin Tributary Room
Des Moines Sioux City
Des Moines Club Hilton
666 Grand Avenue 707 Fourth Street
Governor's Room Plaza South Ballroom
We will be calling you soon to see if you will be attending one of these
meetings.
We have also enclosed for your information a copy of MidAmerican's Proxy
Statement in connection with the IES Annual Meeting of Shareholders scheduled
for September 5, 1996. For you information, we are using a BLUE proxy and are
soliciting votes AGAINST the Wisconsin Transaction.
We believe you should take a close look at the attractiveness of our
proposal. Significantly, our merger proposal offers IES shareholders a $2.82
dividend (pro forma), in contrast to a $2.25 dividend (pro forma) under the
Wisconsin Transaction, assuming that WPL maintains its current dividend policy.
TIME IS OF THE ESSENCE
In order for your clients to preserve their opportunity to consider the
MidAmerican proposal, it is vital that they vote AGAINST the Wisconsin
Transaction. Please remember that time is of the essence and each and every vote
is important. Note that if your clients hold stock in "street name" they must
return their proxies directly to your proxy department or its agent in order for
their shares to be voted.
If you would like additional copies of our materials, or have any
questions, please call us toll-free at 1-(888) 776-4692.
Thank you for your assistance.
Sincerely,
/s/ J. Sue Rozema
J. SUE ROZEMA
MidAmerican has filed with the Securities and Exchange Commission a proxy
statement and other materials relating to the solicitation of proxies against
the Proposed Wisconsin Transaction and that proxy statement and the other
materials are incorporated herein by reference.
[MIDAMERICAN ENERGY COMPANY LETTERHEAD]
August 19, 1996
DEAR BRANCH MANAGER/REGISTERED REPRESENTATIVE:
Re: IES Industries Inc. (NYSE:IES) and
MidAmerican Energy Company (NYSE:MEC)
As you probably know, on August 4 MidAmerican Energy Company
("MidAmerican") proposed a merger with IES Industries Inc. ("IES"). We believe
the merger would provide your customers who own IES shares with more value than
they would receive from IES' proposed merger with WPL Holdings, Inc. ("WPL") and
Interstate Power Company (the "Wisconsin Transaction").
We have also enclosed for your information a copy of MidAmerican's Proxy
Statement in connection with the IES Annual Meeting of Shareholders scheduled
for September 5, 1996. For you information, we are using a BLUE proxy and are
soliciting votes AGAINST the Wisconsin Transaction.
We believe you should take a close look at the attractiveness of our
proposal. Significantly, our merger proposal offers IES shareholders a $2.82
dividend (pro forma), in contrast to a $2.25 dividend (pro forma) under the
Wisconsin Transaction, assuming that WPL maintains its current dividend policy.
TIME IS OF THE ESSENCE
In order for your clients to preserve their opportunity to consider the
MidAmerican proposal, it is vital that they vote AGAINST the Wisconsin
Transaction. Please remember that time is of the essence and each and every vote
is important. Note that if your clients hold stock in "street name" they must
return their proxies directly to your proxy department or its agent in order for
their shares to be voted.
If you would like additional copies of our materials, or have any
questions, please call us toll-free at 1-(888) 776-4692.
Thank you for your assistance.
Sincerely,
/s/ J. Sue Rozema
J. SUE ROZEMA
MidAmerican has filed with the Securities and Exchange Commission a proxy
statement and other materials relating to the solicitation of proxies against
the Proposed Wisconsin Transaction and that proxy statement and the other
materials are incorporated herein by reference.