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 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 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
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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 and JOINT PROXY STATEMENT of WPL HOLDINGS,
INC., IES INDUSTRIES INC. and INTERSTATE POWER COMPANY AND PROSPECTUS
of WPL HOLDINGS, INC. and INTERSTATE POWER COMPANY, ALL ON FORM S-4
FILE NO. 333-07931
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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 and JULY 11, 1996
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[IES INDUSTRIES LETTERHEAD]
Dear Fellow Employees
I am pleased to report to you that your Board has unanimously approved revised
terms to the merger agreement with WPLH and Interstate Power to create the
regional powerhouse, Interstate Energy Corporation. Under the new terms, IES
shareholders will receive 1.14 shares of Interstate Energy stock for each share
of IES held at the time of the exchange. The previous exchange ratio was 1.01
shares of Interstate Energy common stock for each share of IES, common stock.
The new exchange ratio translates into a value of approximately $36.20 per IES
share, based on the August 14 WPL Holdings closing price of $31.75. Under the
new terms, IES shareholders will receive an initial annual cash dividend valued
at $2.25 for each share of IES common stock now held.
Most significantly, we are going forward with a merger that has strategic
advantages benefiting you--our employees--our customers and communities, as well
as our shareholders. We will be well-positioned for accelerated growth, with
enhanced financial flexibility and an increased regional presence. Interstate
Energy will be 60% Iowa-owned and Iowa-based. IES has committed to a three-year
electric price freeze throughout Iowa, so our customers here are protected from
sudden increases. I can also assure you that Interstate Energy will continue
IES's long-standing commitment to attracting new business to Iowa, creating job
opportunities in the state and increasing demand for the energy we produce.
At the same time, your Board also unanimously rejected an I 11th hour hostile
takeover attempt by MidAmerican Energy Co. of Des Moines. The Board concluded
that the MidAmerican proposal was inferior to the Interstate Energy merger from
a financial point of view and viewed with concern the impact of the transaction
on the shareholders, customers, employees and the communities IES has served for
more than 100 years.
Your Board believes MidAmerican's attempt to take over IES is nothing less than
an attempt to use our own assets and strategic positioning to improve their
stagnant growth and vulnerable market position. The Board steadfastly refuses to
allow this hostile suitor to take advantage of this company and its success,
which all of us have worked together to create.
While a hostile takeover attempt invariably generates publicity which can be
distracting, it is obviously essential that all of us at IES remain clearly
focused on our number one mission: providing the best possible service to our
customers
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and communities. With your support, we are confident that IES will prevail in
securing the bright future afforded by the merger with WPLH and Interstate
Power.
Sincerely,
Lee Liu
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