IES INDUSTRIES INC
DEFA14A, 1996-09-03
ELECTRIC & OTHER SERVICES COMBINED
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                            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]      Defintive Additional Materials
[ ]      Soliciting Material Pursuant to Section 240.14a-11(c) or Section
         240.14a-12



                               IES INDUSTRIES 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 



<PAGE>



         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 PROXY  STATEMENT of WPL HOLDINGS,
         INC., IES INDUSTRIES  INC. and INTERSTATE  POWER COMPANY AND PROSPECTUS
         of WPL HOLDINGS,  INC. and INTERSTATE  POWER COMPANY,  ON FORM S-4 FILE
         NO.  333-07931,  and SUPPLEMENT TO JOINT PROXY STATEMENT and PROSPECTUS
         SUPPLEMENT,  ON FORM S-4  amended  by FORM  S-4/A  FILE  NO.  333-10401
- --------------------------------------------------------------------------------

(3)      Filing Party:

         IES INDUSTRIES INC, WPL HOLDINGS, INC and INTERSTATE POWER COMPANY
- --------------------------------------------------------------------------------

(4)      Date Filed:
         JANUARY 18, 1996,  JULY 11,  1996,  AUGUST 19, 1996 and AUGUST
         22, 1996
- --------------------------------------------------------------------------------





<PAGE>

Release:  August 30, 1996


Re:  Retiree Benefits

Dear IES Industries Retiree:

Members of the IES retiree  family have contacted us regarding how their retiree
benefits would be affected by the Interstate Energy Corporation merger (IEC).

This letter is the assure you that your existing benefits will remain intact. We
do routinely review the benefits that are available to you and periodically make
adjustments.  For example,  the IES Board of Directors  recently  authorized  an
increase in pension  payments  to  individuals  who retired  prior to January 1,
1995.

While the  pensions  of the three  merging  companies  differ  (e.g.  retirement
formula),  your pension benefit is protected by the Employee  Retirement  Income
Security Act (ERISA).  Many of you as Iowa  Electric,  Iowa Southern and CRANDIC
retirees  may recall that when these  companies  merged to form IES your pension
payment  remained  the  same.  You can  expect  a  similar  outcome  when IEC is
established.

If you have questions regarding the matter,  please call 1-800- 822-4348 and ask
for the IES benefits department at extension 4104.

As you  know,  IES is  attempting  to fight off a hostile  takeover  attempt  by
MidAmerican  Energy.  We will appreciate your continued support for your company
by voting "yes" for the three-way  merger with WPL Holdings and Interstate Power
Company.

If you have already sent in your proxy, please accept my personal thanks. If you
have not yet voted your proxy,  please do so soon. If you don't vote your proxy,
it's the same as voting against the three-way  merger. If you have any questions
regarding the proposed three-way merger, please call IES Shareholder Services at
1-800-247-9785 or (319) 398-7755. Remember, your vote counts!
Thanks for your support!

Sincerely,




<PAGE>




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