- --------------------------------------------------------------------------------
SCHEDULE 14A
(Rule 14A-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check
the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use
of the Commission Only [ ] Definitive Proxy Statement (as permitted by Rule
14a-6(e)(2)) [ ] Definitive Additional Materials [X] Soliciting Material
Pursuant to Rule 14a-11 (c)
or Rule 14a-12
IES INDUSTRIES INC.
(Name of Registrant as Specified in Its Charter)
MIDAMERICAN ENERGY COMPANY
(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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
- --------------------------------------------------------------------------------
-1-
<PAGE>
[The following is a press release by MidAmerican Energy issued to the public]
MidAmerican News Release
Energy
Contacts:
Keith Hartje(Media)
(515) 281-2575
Sue Rozeman(Investors)
(515) 281-2250
Chuck Burgess/Adam Miller
The Abernathy MacGregor Group
(212) 371-5999
August 8, 1996
Keith Hartje (515) 281-2575
MidAmerican Energy Company today announced that it will begin an advertising
campaign to inform shareholders and the general public about its proposal to
merge with IES Industries Inc. The campaign, which will begin on August 9, also
urges IES shareholders to oppose the proposed merger of IES with WPL Holdings of
Wisconsin and Interstate Power Company.
The campaign also emphasizes the importance of maintaining an Iowa-based
utility. "Both MidAmerican Energy and IES Industries have aggressively promoted
economic development in the state of Iowa," said Keith Hartje, manager of
corporate communications of MidAmerican. "It is crucial to our continued
statewide economic development success that these efforts continue to have the
leadership of an Iowa-based company."
MidAmerican is providing a toll-free telephone number (1-888-PRO-IOWA) for IES
shareholders who want more information about the proposed merger.
The advertisements contain a footnote, required by federal securities law, which
lists the names of the participants in MidAmerican's proxy solicitation. The
participants include MidAmerican, its directors, executive officers, other
officers and employees, and other persons with an interest in MidAmerican. The
costs of the advertising campaign will not be paid for by MidAmerican customers.
MidAmerican Energy Company, Iowa's largest utility, provides electric service to
635,000 customers and natural gas service to 600,000 customers in Iowa,
Illinois, South Dakota and Nebraska. Company headquarters are in Des Moines,
Iowa. Information on MidAmerican is available on the Internet at
http://www.midamerican.com.
<PAGE>
SHARES OF IES INDUSTRIES INC. ("IES')
COMMON STOCK HELD BY MIDAMERICAN ENERGY COMPANY ("MIDAMERICAN"),
ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER
REPRESENTATIVES OF MIDAMERICAN AND
CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES, AND
CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND IES
MidAmerican may solicit proxies against the IES/WPL Holdings,
Inc./Interstate Power Company merger. The participants in this solicitation may
include MidAmerican, the directors of MidAmerican (John W. Aalfs, Stanley J.
Bright, Robert A. Burnett, Ross D. Christensen, Russell E. Christiansen, John W.
Colloton, Frank S. Cottrell, Jack W. Eugster, Mel Foster, Jr., Nolden Gentry,
James M. Hoak, Jr., Richard L. Lawson, Robert L. Peterson, Nancy L. Seifert, W.
Scott Tinsman, Leonard L. Woodruff), and the following executive officers and
employees of MidAmerican or its subsidiaries: Phil G. Lindner (Group VP Corp.
Services and Chief Financial Officer), John A. Rasmussen (Group VP and General
Counsel), Ron W. Stepien (VP Strategic Planning & Corp. Dev.), Larry M. Smith
(Controller), Paul J. Leighton (VP & Corporate Secretary), J. Sue Rozema (VP
Investor Relations), Keith D. Hartje (Mgr. Corp. Communications), Alan L. Wells
(Mgr. Corp. Dev. & Strategy), Jack L. Alexander (Manager Human Resources), Bev
A. Wharton (President Gas Division), Lynn K. Vorbrich (President Electric
Division), Dave J. Levy (VP & Chief Information Officer), Charlene A. Osier
(Mgr. Shareholder Services), Paul A. Bjork (Shareholder Admin.), Jackie A.
Fulhart (Senior Shareholder Analyst), Marv E. Kingery (Shareholder Analyst), L.
Jene Spurgin (IR Coordinator), Tom C. Foster (Finance & Investment Admin.), Jim
C. Galt (Mgr. Financial Planning), Rick T. Tunning (Mgr. Corp. Acctg.), John P.
Palmolea (Sr. Accountant), Merlyn F. Wiese (Senior Financial Analyst), Jim C.
Parker (Senior Bulk Power Engineer), Jim J. Howard (VP Gas Admin. Services),
Patrick A. Kirchner (Attorney), Maureen E. Sammon (Mgr. Benefits), Dave C. Caris
(Manager Governmental Affairs), Garry W. Osborne (Strategic Planner), George L.
Phillips (Mgr. Corp. Performance), Tom C. Watt (Mgr. Waterloo District), Ginger
A. Dasso (Mgr. Mississippi Valley), Greg B. Elden (Mgr. Siouxland District), Bob
L. Lester (Mgr. Des Moines District), Les A. Juon (Mgr. Sioux City District),
John A. Harvey (Mgr. Distribution Operations Support), Annette J. Johnston (Mgr.
Customer Support), Chris M. Swanson (Mgr. Cedar Valley District), Ron E. Unser
(Mgr. Quad Cities District), Jeanette I. Lose (Mgr. Credit), Barb J. Anderson
(Executive Assistant), Bill G. Stowe (Mgr. Electric Operations), Dave L.Graham
(Mgr. Electric Energy Services), Jim E. Wilson (Mgr. Regulatory Affairs), Chuck
H. Golliher (Mgr. Purchasing), Sally A. Robinson (Supv. Office Services), John
F. McCarroll (Media and IR Coordinator), Kim K. Koster (Regional Communications
Coordinator), Kelly I. Sankey (Customer Communications Coordinator), Tim D.
Grabinski (Regional Communications Coordinator), Jodi E. Bacon (Manager HR
Communications), Suzan M. Stewart (Mgr. Attorney Gas Law Dept.), Chuck R.
Montgomery (Sr. Attorney), Steve R. Weiss (Sr. Attorney), Terry R. Fox
(Attorney), J. Chris Cook (Attorney), Barb A. Pollastrini (Employee
Communications Coordinator), Karen P. Johnson (Communications Specialist), Mary
C. Nelson (Labor Relations Attorney), Janet H. Trentmann (Corporate HR
Consultant), Tom Sweeney (Supv. Employment & Development), Gary Richardson (Mgr.
Electric Operations), John J. Cappello (VP Marketing).
As of the date of this communication, MidAmerican had no security
holdings in IES. Regina Rae Huggins, a person who will solicit proxies, is the
beneficial owner of four (4) shares of common stock, no par value, of IES (the
"IES" Common Stock"). John W. Colloton's wife is the beneficial owner of 250
shares of IES Common Stock with respect to which Mr. Colloton disclaims any
beneficial ownership. Leonard L. Woodruff is the beneficial owner of 100 shares
of IES Common Stock. Jackie A. Fulhart owns 305 shares of IES Common Stock.
Chris M. Swanson's wife owns 12 shares of IES Common Stock.
<PAGE>
Other than as set forth herein, as of the date of the communication,
neither MidAmerican nor any of its directors, executive officers or other
representatives or employees of MidAmerican, or other persons known to
MidAmerican, who may solicit proxies has any security holdings in IES except
that MidAmerican has not yet been able to obtain any information with respect to
the security holdings of IES, if any, of Bob L. Lester, Steve R. Weiss or John
J. Cappello. MidAmerican disclaims beneficial ownership of any securities of IES
held by any pension plan of MidAmerican or by any affiliate of MidAmerican.
Although Dillon Read & Co. Inc. ("Dillon Read"), financial advisors to
MidAmerican, do not admit that they or any of their directors, officers,
employees or affiliates are a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that such Schedule 14A requires the disclosure of
certain information concerning Dillon Read, Ken Crews (Managing Director), James
Hunt (Managing Director), Jeff Miller (Vice President), Jason Sweet (Managing
Director), Forest Williams (Analyst), Jim Brandi (Managing Director), and Elliot
Merrill (Analyst), in each case of Dillon Read, who may assist MidAmerican in
such a solicitation. Dillon Read engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional and
individual clients. In the normal course of their business, Dillon Read may
trade securities of IES for their own account and the account of their customers
and, accordingly, may at any time hold a long or short position in such
securities. As of the most recent practicable date prior to the date hereof as
such information was available, Dillon Read did not hold any securities of IES.
Except as disclosed above, to the knowledge of MidAmerican, none of
MidAmerican, the directors or executive officers of MidAmerican or the employees
or other representatives of MidAmerican named above has any interest, direct or
indirect, by security holdings or otherwise, in IES.
<PAGE>
