Wayne H. Stoppelmoor
Chairman of the Board,
President and Chief
Executive Officer
August 27, 1996
Dear IPC Stockholder:
Please allow me to take a few moments of your time to share some thoughts
with you about the future of your company.
On August 15, your Board of Directors agreed to a new stock exchange ratio
for IES Industries. IPC, along with Madison-based WPL Holdings, made the
offer to IES to preserve the strategic value of the three-way merger
announced last November that will create Interstate Energy Corp. (IEC),
involving IPC, WPL Holdings and Cedar Rapids-based IES Industries.
The Board of Directors of IES on August 15, in addition to approving the new
IES exchange ratio, also rejected an unsolicited takeover proposal from
MidAmerican Energy Co. (MEC). According to Lee Liu, IES's Chairman of the
Board, President and CEO, the IES Board felt the MidAmerican proposal was
incapable of delivering all that it had promised, nor was it focused on a
long-term strategic plan for the future.
In response to MEC's unsolicited proposal in light of the three-way merger,
Robert W. Baird & Co., a regional investment banking firm based in
Wisconsin, issued a report last week directed to financial analysts located
throughout the Midwest, stating:
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. . . ."
Unfortunately, MidAmerican is attempting to block IES - and therefore IPC
- from taking a step toward a stronger future. Before the September 5
Annual Meeting, you may be seeing a great deal of information in the media
and elsewhere. I apologize for the tremendous amount of material and paper
that these efforts generate. Laws and regulations require that we provide
you a significant amount of information as you decide about the future of
IPC.
I can, however, sum up in a few words why your Board believes that the
merger with IES Industries and WPL Holdings is best for IPC:
The strategic three-way merger positions IPC for regional growth with
access to high-growth markets.
The merger will produce a company that is financially stronger, ready to
build on our heritage of strong earnings.
The merger will increase value for stockholders, customers, employees and
the communities we serve.
Please vote!
If you have already mailed back the proxy card that came with the original
proxy materials, and you are satisfied with your vote, you do not need to
send in another proxy card. If, on the other hand, you have not yet filled
out the original (white) proxy card, please return a white proxy card
before the September 5 IPC Annual Meeting. I have enclosed an additional
white proxy card for your convenience. Your vote will help position
Interstate Energy Corp. to maintain low energy rates and high-quality
customer service for more than 1 million energy customes in a four-state
region.
We are proud of our past success in enhancing long-term stockholder value.
And like our merger partners, we believe that our friendly alliance will
further enhance your investment.
Should you have any questions, please call our Stockholder Services at
(319) 582-5421, ext. 465.
Sincerely,
Wayne H. Stoppelmoor
Chairman of the Board,
President and Chief
Executive Officer
WHS/jk
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(Logo appears
Here)
INTERSTATE POWER COMPANY
COMMON STOCK PROXY
SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
September 5, 1996
Proxy # ___________
Account # __________
Shares Held _________
The undersigned hereby appoints W. H. STOPPELMOOR, J. C. MCGOWAN and
D. D. JANNETTE, and each of them, with power of substitution, as proxies
for the undersigned, to vote at the annual meeting of stockholders of
INTERSTATE POWER COMPANY (The "Company") to be held at the Holiday Inn
Dubuque Five Flags, 450 Main Street, Dubuque, Iowa, on September 5, 1996,
at 10:00 A.M. Central Daylight Time, or at any adjournment or adjournments
thereof:
Please use an (X) to indicate your vote in the boxes below.
(CHECK ONE BOX ONLY FOR EACH ITEM)
The Board of Directors recommends a vote FOR ALL ITEMS.
1. FOR APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
NOVEMBER 10, 1995, AS AMENDED AMONG THE COMPANY, WPL HOLDINGS, INC. , AND
IES INDUSTRIES INC.
YES ____________ NO ________________
2. FOR APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION.
YES____________ NO _________________
3. ELECTION OF CLASS II DIRECTORS.
The nominees, for terms ending in 1999, and until their respective
successors shall have been duly elected and qualified are:
JAMES E BYRNS and GERALD L KOPISCHKE
____ FOR all nominees named above _____ WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees named above.
contrary above)
(INSTRUCTION: to withhold authority to vote for any individual nominee
strike a line through the nominee's name above.)
The undersigned hereby revokes any and all proxies heretofore given or
executed by the undersigned with respect to the shares of stock
represented by this Proxy and, by filing this Proxy with the Secretary of
the Company, gives notice of such revocation.
This proxy will be voted as indicated. If no direction is given, this proxy
will be voted FOR the approval of the Merger Agreement, FOR the approval of
the proposed amendment to the Restated Certificate of Incorporation, FOR
all nominees listed and will be voted in accordance with the proxies'
discretion on such other matters that may properly come before the meeting.
In order to assure that your shares will be represented at the meeting and
to facilitate the tabulation of votes, please vote, date and sign this
proxy and return promptly in the enclosed envelope. If you attend the
meeting and wish to change your vote, you may do so automatically by
casting your ballot at the meeting.
DATED: , 1996
Stockholder
Please sign exactly as shown above.
Stockholder
