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.
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(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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
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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
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(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
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(3) Filing Party:
IES INDUSTRIES INC, WPL HOLDINGS, INC and INTERSTATE POWER COMPANY
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(4) Date Filed:
JANUARY 18, 1996, JULY 11, 1996, AUGUST 19, 1996 and AUGUST
22, 1996
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Press Release:
CEDAR RAPIDS, IOWA - (August 30, 1996) - "If it sounds too good to be
true, it probably is." That's the simple, long-standing adage that IES
Industries is asking its shareholders to remember when they vote September 5 on
the nation's first three-way merger in the electric utility industry. That means
approving the merger that the company has carefully refined for 15 months, not a
recent hostile takeover bid.
"IES shareholders have a good, solid partnership deal on the table with
two well-managed utilities, companies that also are low-cost providers with long
histories of increased dividends and attractive overall returns for
shareholders," said Lee Liu, IES Industries Chairman of the Board, President and
Chief Executive Officer. "The three-way strategic alliance will provide
additional opportunities for diversification in areas we already know well, and
will offer greater long-term return and stability to our shareholders.
"Some IES shareholders may be intrigued by the hostile takeover bid of
MidAmerican Energy, a company we've rejected as not being the best strategic
partner for the long-term future of IES," said Liu. "That company has been
working to lure our shareholders into rejecting an upcoming merger vote through
the vision of their personal, short-term financial gain. On the surface, it may
seem appealing, but a takeover by MidAmerican could create hundreds of millions
of dollars of debt that could ultimately have to be paid for by Iowa rate payers
and IES shareholders. Because of our overlapping service delivery areas, a
MidAmerican/IES combination could result in greater unemployment in our state."
The September 5 shareholder vote is on the merger between IES
Industries Inc., Wisconsin Power & Light of Madison, WI, and Interstate Power of
Dubuque to create Interstate Energy Corporation, a regional diversified energy
company. IES believes required regulatory approvals are on schedule for
completion of the merger within eight to 10 months.
If approved, IES shareholders would own more than 44 percent of IEC,
the new holding company, with 60% of its assets and a commensurate number of its
total employees in Iowa. Both the company's energy delivery headquarters and
unregulated business unit would be based in Cedar Rapids. Dubuque would house
administrative support function business for this new Midwestern energy
powerhouse.
In August, the IES board rejected an eleventh-hour proposal by
MidAmerican Energy, determining it to be inferior to a revised Interstate Energy
merger agreement and not in the best interests of IES shareholders, customers,
employees and the communities IES has served for more than 100 years.
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"For some time now, deregulation has been at the doorstep of the
electric utility industry," said Liu. "Our company decided early-on to position
itself for accelerated growth, for entry into new markets and for increased
opportunities for its shareholders, customers and employees. We selected our
partners last year, and we're anxious to move ahead with the Interstate Energy
combination. It offers us strategic advantages far superior to the MidAmerican
alternative."
"The value of the MidAmerican proposal is substantially less than they
represent," states Liu. "For most IES shareholders, exercising the cash option
could entail adverse tax consequences. And for MidAmerican, the financial burden
could be monumental because of the high acquisition premiums to be paid and from
amortization that would reduce reported earnings. It could require the sales of
assets and the implementation of debt-reduction strategies that would be felt by
both rate paying customers and shareholders."
The merger will be voted on at the IES annual meeting which begins at
10 a.m., Thursday, September 5, in Cedar Rapids.
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