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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Email note to employee solicitors:
As you continue to make your calls to shareholders, it is probably a good idea
to start the call by recognizing the numerous calls that shareholders already
have received. A couple suggested points to make:
I realize you have probably been receiving several calls.
I only want to take a few moments of your time.
I am making calls to shareholders today just to make sure you have received the
information from IES Industries, including the white proxy card.
If you have received the materials, we hope you will return the white proxy card
and vote for the three-way merger.
Are there any questions I could answer for you?
We realize that shareholders have been bombarded on this issue. However, the
calls have been going very well and have made a difference. Thanks again for all
your help!
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September 3, 1996
Dear fellow Employees:
No doubt many of you have seen or heard about the open letter to IES employees
from Stanley J. Bright, President and CEO of MidAmerican Energy Company. This
letter, like other communications from MidAmerican, contains empty promises and
misinformation.
In the letter, Mr. Bright states: "We have indicated that a merger of our
(IES/MidAmerican) companies would result in employment adjustments of
approximately 450 positions ... I want to assure you that these adjustments
would be accomplished through attrition and other voluntary methods. We do not
anticipate layoffs being required in the proposed merged company."
I thought you would be interested in the staffing reduction proposal MidAmerican
filed with the Federal Energy Regulatory Commission on August 26, 1996, as part
of its "Analysis of Synergies Related to the Merger of MidAmerican Energy
Company and IES Industries Inc." The summary is printed on the reverse side of
this letter. This information shows projected staffing level reductions and
associated dollar savings by functional area. All of these 448 staff reductions
on a base of 5,710 are projected to occur in the first year (1998). That is an
eight percent reduction in one year. We find it difficult to believe that kind
of labor savings can be achieved simply through natural attrition and other
"voluntary methods."
By contrast, our synergies study (which was shared with employees in March of
this year) shows that with an IES Industries/ Interstate Power Company/WPL
Holdings merger, the staffing level reductions would be 609 over the three-year
period on a base of 5,643 employees. It is important to note that the natural
employment attrition rate for the three companies is between two and one-half
and three percent per year.
I would like to emphasize that there is one offer before the shareholders on
September 5. The three-way merger would result from an agreement among companies
with a shared vision and commitment to treating employees fairly as we
transition to the new Interstate Energy Corporation. We feel that the three-way
strategic alliance offers employees of IES the best opportunity for the future,
compared to the promises of MidAmerican Energy.
Again, thanks for your continued support.
Sincerely,
-2-
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For Release: August 29, 1996
Contact: Diane Ramsey
(319) 398-7288
IES INDUSTRIES DECLARES DIVIDEND
CEDAR RAPIDS, IOWA - The Board of Directors of IES Industries Inc. has declared
a quarterly dividend of 52.5 cents per share on its common stock, equal to an
indicated annual payment of $2.10. The dividend is payable October 1, 1996, to
shareholders of record as of September 13, 1996.
This is the 186th consecutive quarter that IES Industries and its predecessor
companies have maintained or increased the shareholder dividend. Since the
company went public in 1950, it has never decreased the company's quarterly
dividend.
The Board of Directors of IES Utilities Inc., the utility subsidiary of IES
Industries, continued dividends for the company's cumulative preferred stock
issues.
-3-
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From: "Analysis of Synergies Related to the Merger of MidAmerican Energy
Company and IES Industries"; filed as part of MidAmerican Energy's
initial filing with the Federal Energy Regulatory Commission,
August 26, 1996
<TABLE>
<CAPTION>
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Staffing by Functional Area IES MEC Pre-Merger Reductions Reductions Merged
Combined % of Total Net Total
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Corporate and Administrative Labor:
o Executive Management 20 26 46 33% 15 31
o Legal 13 30 43 16% 7 36
o External Relations 7 15 22 23% 5 17
o Finance, Accounting and Planning 72 106 178 23% 41 137
o Human Resources 26 37 63 22% 14 49
o Information Systems 80 140 220 14% 30 190
o Supply Chain & Fleet 55 22 77 4% 3 74
o Administrative and Support 55 85 140 12% 17 123
o Customer Service, Marketing & Sales 346 529 875 6% 56 819
Total Corporate and Administrative Labor 674 990 1664 11% 188 1,476
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Electric Operations:
o Power Supply & Production 853 590 1,443 2% 27 1,416
o Transmission & Distribution 552 1,001 1,553 9% 137 1,416
o Electric System Technical Support 103 80 183 28% 51 132
Total Electric Operations 1,508 1,671 3,179 7% 215 2,984
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Gas Operations:
o Gas Supply Operation 6 58 64 8% 5 59
o Transmission & Distribution 157 646 803 5% 40 763
Total Gas Operations 163 704 867 5% 45 822
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Totals 2,345 3,365 5,710 8% 448 5,262
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</TABLE>
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A MERGER IN HAND IS WORTH MORE THAN MIDAMERICAN'S PROMISES
A Real Deal...
The IEC three-way merger is well on its way to completion. We believe that
shareholder approval on September 5 will allow us to complete the merger in
eight to ten months.
Versus No Deal.
MidAmerican has put forth nothing more than a proposal which, we believe, may
never be completed. Consider that a MidAmerican-IES combination would control
85% of the Iowa retail energy market. Regulators, who must consider the
anti-competitive effects of the deals they review, have raised major issues with
other utility mergers.
MidAmerican's proposal has not been submitted for antitrust review by the
Department of Justice and the Federal Trade Commission. In contrast, the
three-way IEC merger has already passed antitrust review at the Department of
Justice. And IES filed with the FERC on March 1, almost six months ago.
We believe any MidAmerican merger-if it ever occurred-could take 24 months to
complete.
MidAmerican itself has said: "EVEN IF THE PROPOSED WISCONSIN [three-way merger]
TRANSACTION IS NOT APPROVED, A MERGER AGREEMENT BETWEEN MIDAMERICAN AND IES MAY
NOT BE ENTERED INTO. IF SUCH A MERGER AGREEMENT IS ENTERED INTO, THE TERMS OF
SUCH AGREEMENT MAY VARY SUBSTANTIALLY FROM THE TERMS OF THE MIDAMERICAN PROPOSED
TRANSACTION DESCRIBED HEREIN." (Underlining added.)
A "No" Vote Means No Deal.
Not Voting Could Also Mean No Deal.
Vote "YES" To The Deal That Can Get Done:
The IEC Three-Way Merger
IMPORTANT INFORMATION FOR IES SHAREHOLDERS
Some shareholders have expressed confusion about how to vote for the IEC
three-way merger. To support the IEC merger, you should vote on the WHITE proxy
card. DISCARD ANY BLUE CARDS YOU HAVE RECEIVED. If you have already voted a blue
card by mistake, you can still support the IEC merger by signing, dating and
returning the WHITE proxy card.
If you have any questions about the proxy or the merger, please
call IES SHAREHOLDER SERVICES TOLL-FREE: 1-800-247-9785 or
GEORGESON & COMPANY INC. TOLL FREE: 1-800-223-2064.
-5-
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Experts From The Heartland Say:
The Best Deal For IES Shareholders Is The Three-Way Merger.
"... we feel that WPL's (Wisconsin Power & Light) status as a lower-cost
producer with better growth prospects than MidAmerican offers IES a better
choice for a long-term merger partner than MidAmerican." - Dain Bosworth, August
30, 1996.
"... we recommend that IES shareholders pass up the potential near-term benefits
offered by MEC's team (MidAmerican) and join IEC (the company that would be
formed by the three-way merger), a team we believe offers superior long-term
returns to shareholders..." - Robert W. Baird & Co. Inc., August 19, 1996.
These respected financial analysts understand the Midwest. Analysts who know the
nation's heartland, including Edward Jones, urge approval of the merger of IES
Industries with WPL Holdings and Interstate Power Company for long-term value
for IES shareholders.
The conclusions presented are based upon the analyses conducted
by Dain Bosworth, Robert W. Baird & co. Inc, and Edward Jones,
respectively.
IMPORTANT INFORMATION FOR IES SHAREHOLDERS
We urge you to support the merger of IES, WPL Holdings and Interstate Power, a
transaction the IES board recommends as in the best interests of shareholders.
Vote YES to support the IEC merger.
If you have any questions about the proxy or the merger, please
call IES SHAREHOLDER SERVICES TOLL-FREE: 1-800-247-9785 or
GEORGESON & COMPANY INC. TOLL FREE: 1-800-223-2064.
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