SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only
[ ] Definitive Proxy Statement (as permitted by Rule
14a-6(e)(2))
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
WPL HOLDINGS, INC.
(Name of Registrant as Specified in its Charter)
(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 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[X] 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: $500,063
2) Form, Schedule or Registration Statement No.: Preliminary proxy
materials of WPL Holdings, Inc., IES Industries Inc. and
Interstate Power Company, Joint Registration Statement on
Form S-4 of WPL Holdings, Inc. and Interstate Power Company
(Registration No. 333-07931) and Joint Registration Statement on
Form S-4 of WPL Holdings, Inc. and Interstate Power Company
(Registration No. 333-10401).
3) Filing Party: WPL Holdings, Inc., IES Industries Inc. and
Interstate Power Company.
4) Date Filed: January 18, 1996, July 11, 1996 and August 19,
1996.
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[The following statement was released to the WPL Holdings, Inc. Shareowner
Services 24 Hour Hotline on August 22, 1996]
SHAREOWNER SERVICES
24 HOUR HOTLINE
MERGER/ANNUAL MEETING UPDATE
8/22/96
IN NOVEMBER OF 1995, WPL HOLDINGS ANNOUNCED PLANS FOR A THREE WAY MERGER
WITH INTERSTATE POWER CO. AND IES INDUSTRIES. ON AUGUST 4, MIDAMERICAN
ENERGY CO. OR MEC OF DES MOINES MADE AN UNSOLICITED OFFER TO ACQUIRE IES.
ON AUGUST 15 THE MIDAMERICAN OFFER WAS UNANIMOUSLY REJECTED BY THE IES
BOARD OF DIRECTORS AND A NEW STOCK EXCHANGE RATIO FOR IES SHAREOWNERS WAS
ANNOUNCED BY THE THREE MERGER PARTNERS.
BAIRD, A REGIONAL INVESTMENT BANKING FIRM, HAS RELEASED AN ANALYSIS THAT
SUPPORTS THE THREE WAY COMBINATION.
QUOTE "WE RECOMMEND THAT IES SHAREHOLDERS PASS UP THE POTENTIAL NEAR TERM
BENEFITS OFFERED BY MEC'S TEAM AND JOIN IEC, A TEAM WE BELIEVE OFFERS
SUPERIOR LONG TERM RETURNS TO SHAREHOLDERS AND HAS THE HIGHER PROBABILITY
OF RECEIVING REGULATORY APPROVALS IN THE NEXT EIGHT MONTHS" END QUOTE.
THE NEW IEC WILL BE A STRONG AND VIABLE SUPPLIER IN THE COMPETITIVE,
REGIONAL ENERGY MARKETPLACE OF THE FUTURE, ACCORDING TO THE THREE MERGER
PARTNERS.
ONCE SHAREOWNER AND REGULATORY APPROVALS ARE RECEIVED, IEC WILL FORM THE
34TH LARGEST UTILITY HOLDING COMPANY IN THE UNITED STATES, WITH MORE THAN
ONE MILLION ELECTRIC AND NATURAL GAS CUSTOMERS IN FOUR STATES.
IES, IPC AND WPLH WILL HOLD SEPARATE SHAREOWNER MEETINGS ON SEPT 5, AT
WHICH SHAREOWNERS WILL VOTE ON THE THREE WAY COMBINATION TO FORM
INTERSTATE ENERGY CORP. MIDAMERICAN ALREADY HAS LAUNCHED A PROXY FIGHT IN
AN EFFORT TO CONVINCE IES SHAREOWNERS TO VOTE AGAINST THE INTERSTATE
ENERGY CORP. PROPOSAL.
DURING THE WEEK OF AUGUST 26TH YOU SHOULD RECEIVE SUPPLEMENTAL PROXY
MATERIAL. WE WOULD APPRECIATE YOUR REVIEW AND PROMPT RESPONSE. IF YOU
HAVE ANY QUESTIONS OR CONCERNS, PLEASE PRESS 0 TO SPEAK TO A
REPRESENTATIVE.
