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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[This letter was sent to IES shareholders on August 30]
August 30, 1996
Dear IES Shareholder:
Because we believe that the enclosed information is extremely important to
IES shareholders, we are sending it directly to you to eliminate any delays you
may experience in receiving it from your broker or bank.
The IES Annual Meeting is only a few days away.
Remember:
o With shareholder approval on September 5, the three-way IEC merger
could be completed in the next eight to ten months. We believe any
transaction with MidAmerican--if it ever occurs--could take 24 months
to complete.
o Based on WPLH's current dividend rate, it is anticipated that you will
receive an initial cash dividend of at least $2.25 for each share of
IES common stock that you now hold. On the other hand, to meet its
promised dividend payout, MidAmerican could have to pay out more than
it earns to write checks to shareholders. After its 1990 merger,
MidAmerican had to cut its dividend by 26%.
If you support the three-way merger, but have not yet voted, you must
return a WHITE proxy voting FOR to ensure your vote is represented. Remember,
since the approval of the merger requires the favorable vote by a majority of
shares, a failure to vote or an abstention has the effect of a vote against the
three-way merger.
To protect your valuable IES investment, we urge you to return the WHITE
proxy card today to your broker or bank. Since time is short, we have enclosed a
prepaid Federal Express return envelope addressed to Georgeson & Company Inc.
You may call Federal Express toll-free at 1-800- 238-5355 to arrange for a
pickup. Georgeson will deliver your proxy to your bank or broker on your behalf.
If you need any assistance in the last-minute voting of your shares, please
call Georgeson & Company Inc., toll-free, at 1-800-223-2064.
Sincerely,
Lee Liu
Chairman of the Board, President and
Chief Executive Officer
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[This letter was sent on August 30 to IES shareholders]
August 30, 1996
Dear IES Shareholder:
The IES Annual Meeting, at which you will vote on the three-way merger of IES,
WPL Holdings and Interstate Power, is now only a few days away. Your vote on the
merger, which is critical to the future of your investment, is very important,
no matter how many shares you own. REMEMBER, SINCE THE APPROVAL OF THE MERGER
REQUIRES THE FAVORABLE VOTE BY A MAJORITY OF SHARES, A FAILURE TO VOTE OR AN
ABSTENTION HAS THE EFFECT OF A VOTE AGAINST THE THREE-WAY MERGER.
As you evaluate all of the information you have received from us regarding the
three-way merger and the information you may have received from MidAmerican
concerning their hostile proposal, we think there are three important questions
you should consider:
WHO CAN DELIVER VALUE?
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Look at what MidAmerican and WPL Holdings have done in the past. Based on past
performance, which stock would you like to own?
Cumulative Return for Past Five Years
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MidAmerican 21%
WPL Holdings 60%
Five Year Total Dividend Growth
-------------------------------
MidAmerican -14.5%
WPL Holdings +7.8%
WHO CAN SUSTAIN VALUE?
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To compete in the coming era of deregulation, it is critical to be a low-cost
supplier. MidAmerican has substantially higher cost than IES, WPL Holdings or
IPC and a sales growth rate one-fourth to one-third that of the three-way merger
partners. And their debt will be almost 60% of capital, making it much more
costly for them to invest in necessary infrastructure and new business
development.
Annual Sales Growth Rate 1991-1995
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MidAmerican 1.1%
IPC 3.0%
WPL Holdings 3.5%
IES 4.4%
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Average Industrial Customer Charge Per KWH
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MidAmerican 4.04 cents per Kwh
IES 3.88
IPC 3.72
WPL Holdings 3.63
Pro Forma Debt Ratios (as of 6/30/96)
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MidAmerican 59%
Three-Way Merger 49%
CAN MIDAMERICAN GET ANTITRUST CLEARANCE?
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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 Federal Energy Regulatory Commission ("FERC") on
March 1, almost six months ago.
We believe any MidAmerican merger--if it ever occurred--could take at least 24
months to complete.
WE THINK THE ANSWERS ARE CLEAR. THE BEST OPPORTUNITY FOR IES SHAREHOLDERS IS THE
THREE-WAY MERGER. VOTE "YES" FOR THE THREE-WAY MERGER.
REMEMBER: A "No" vote for the three-way merger means no deal at all. A "No" vote
is not a vote for a MidAmerican merger. 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."
If you have any questions about the last-minute voting of your shares, please
call our proxy solicitor, Georgeson & Company Inc., toll-free at 1-800-223-2064.
Thank you for your support.
Sincerely,
Lee Liu
Chairman of the Board, President and
Chief Executive Officer
-3-
<PAGE>
[This letter was sent to IES shareholders on August 30]
August 30, 1996
Dear IES Shareholder:
The IES Annual Meeting, at which you will vote on the three-way merger of IES,
WPL Holdings and Interstate Power, is now only a few days away. Your vote on the
merger, which is critical to the future of your investment, is very important,
no matter how many shares you own. REMEMBER, SINCE THE APPROVAL OF THE MERGER
REQUIRES THE FAVORABLE VOTE BY A MAJORITY OF SHARES, A FAILURE TO VOTE OR AN
ABSTENTION HAS THE EFFECT OF A VOTE AGAINST THE THREE-WAY MERGER. Since time is
short, we have established a method to vote by a toll-free telephone call.
Please follow the simple instructions at the end of this letter.
As you evaluate all of the information you have received from us regarding the
three-way merger and the information you may have received from MidAmerican
concerning their hostile proposal, we think there are three important questions
you should consider:
o WHO CAN DELIVER VALUE?
Look at what MidAmerican and WPL Holdings have done in the past. Based on past
performance, which stock would you like to own?
CUMULATIVE RETURN FOR PAST FIVE YEARS:
MidAmerican 21%
WPL Holdings 60%
FIVE YEAR TOTAL DIVIDEND GROWTH:
MidAmerican -14.5%
WPL Holdings +7.8%
o WHO CAN SUSTAIN VALUE?
To compete in the coming era of deregulation, it is critical to be a low-cost
supplier. MidAmerican has substantially higher cost than IES, WPL Holdings or
IPC and a sales growth rate one-fourth to one-third that of the three-way merger
partners. And their debt will be almost 60% of capital, making it much more
costly for them to invest in necessary infrastructure and new business
development.
ANNUAL SALES GROWTH RATE 1991-1995:
MidAmerican 1.1%
IPC 3.0%
WPL Holdings 3.5%
IES 4.4%
AVERAGE INDUSTRIAL CUSTOMER CHARGE PER KWH:
MidAmerican 4.04 cents per Kwh
IES 3.88
IPC 3.72
WPL Holdings 3.63
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<PAGE>
PRO FORMA DEBT RATIOS (AS OF 6/30/96)
MidAmerican 59%
Three-Way Merger 49%
o CAN MIDAMERICAN GET ANTITRUST CLEARANCE?
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 Federal Energy Regulatory Commission ("FERC") on
March 1, almost six months ago.
We believe any MidAmerican merger--if it ever occurred-- could take at least 24
months to complete.
WE THINK THE ANSWERS ARE CLEAR. THE BEST OPPORTUNITY FOR IES SHAREHOLDERS IS THE
THREE-WAY MERGER. VOTE "YES" FOR THE THREE-WAY MERGER.
REMEMBER: A "No" vote for the three-way merger means no deal at all. A "No" vote
is not a vote for a MidAmerican merger. 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."
If you have any questions about the last-minute voting of your shares, please
call our proxy solicitor, Georgeson & Company Inc., toll-free at 1-800-223-2064.
Thank you for your support.
Sincerely,
Lee Liu
Chairman of the Board, President amd
Chief Executive Officer
IES INDUSTRIES INC.
[INSTRUCTIONS AND TEXT OF PROXY CARD]
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