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
(As permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ' 240.14a-11(c) or '240.14a-12
INTERSTATE POWER COMPANY
(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(j)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rules 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 prelimary 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: $453,367
<PAGE>
INTERSTATE POWER COMPANY, IES INDUSTRIES AND WPL HOLDINGS
ANNOUNCE NEW EXCHANGE RATIO FOR IES COMMON STOCK
DUBUQUE, Iowa-August 16, 1996-Interstate Power Company, IES Industries Inc.
and WPL Holdings, Inc., today announced that they have agreed on a new
exchange ratio for IES, given the strategic value of their unprecedented
three-way merger to customers, shareholders and employees. If approved,
the three utility companies would combine as Interstate Energy Corp.
All three Boards of Directors, by unanimous vote of the directors present at
the meetings, are recommending that the shareholders approve the agreement
on the new exchange ratio for IES. This was announced following a decision
by the IES Board of Directors to reject a recent unsolicited offer for IES
by MidAmerican Energy Co.
Under the terms of the agreement, holders of IES Industries common stock will
receive 1.14 shares of Interstate Energy Corp. common stock for each share
of IES stock they own. Under the previous terms of the merger agreement,
holders of IES common stock would have received 1.01 shares of Interstate
Energy Corp. common stock for each share of IES stock. Holders of
Interstate Power common stock will continue to receive 1.11 shares of
Interstate Energy Corp. common stock for each share of Interstate Power
stock they own. WPL shares, meanwhile, will remain outstanding as an
identical number of shares in Interstate Energy Corp.
Wayne H. Stoppelmoor, president and CEO of Interstate Power Company, said
"Because of the unique strategic value of this three-way combination, the
directors of Interstate Power Comany unanimously supported the new exchange
ratio."
Stoppelmoor explained, "This strategic three-way combination will ensure our
position in a competitive regional market. It will offer our customers the
opportunity for better service and continued low rates. For our shareholders
it offers growth and increased value."
"Growth opportunities for employees and our communties make this strategic
regional merger highly desirable. The electric utility world is changing
around us and with this unique alliance, we are prepared for the competitive
era." Stoppelmoor concluded.
The annual meetings of stockholders for Interstate Power Company, WPL
Holdings,Inc. and IES Industries Inc. remain scheduled for Thursday,
September 5, 1996 beginning at 10:00 a.m. Interstate Power's meeting will
take place at the Holiday Inn Dubuque Five Flags in Dubuque.
In the very near future, Interstate Power Company stockholders will receive
supplemental proxy materials describing the new stock exchange ratio.
<PAGE>
ANALYST CONFERENCE CALL AUGUST 16, 1996 11:00AM CDT
Iowa has a long tradition of embracing new markets for the products and
services of our highly educated and motivated citizenry. The notion of some
sort of fortress Iowa, as MidAmerican has trumpeted, is just plain wrong for
the operating environment facing us today-and tomorrow.
When we export our products to other states and countries, we enhance our
economic position and create good jobs at home. Iowans and Iowa regulators
understand this fact and, we believe, will see our vision as forward looking
and our transaction as superior. We are eager to move forward to complete
this transaction.
NEWS MEDIA NEWS CONFERENCE 2:00PM CDT
I am pleased to be in Cedar Rapids today representing Dubuque based
Interstate Power Company. Iowa has a long tradition of embracing new
markets for the products and services of our highly educated and motivated
citizens. The notion of some sort of fortress Iowa, as MidAmerican has
trumpeted, is just plain wrong for the operating environment facing us
today - and tomorrow.
When we export our products to other states and countries, we enhance our
economic position and create good jobs at home. Iowans and Iowa regulators
understand this fact and, we believe, they will see our vision as forward
looking and our transaction as superior. This merger of equals reflects a
solid commitment by all three companies to the long-term strategic value of
Interstate Energy Corp. We are eager to move forward to complete this
transaction, the formation of Interstate Energy Corp.
