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 party other than the registrant /x/
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
/ / Definitive proxy statement 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)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
/ / $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:
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[This press release was announced to the public by MidAmerican Energy]
Contacts:
Keith Hartje (Media)
(515) 281-2575
Sue Rozema (Investors)
(515) 281-2250
Chuck Burgess/Adam Miller
Abernathy MacGregor Group
(212) 371-5999
MIDAMERICAN ENERGY ANNOUNCES FILING OF PROXY MATERIALS
MidAmerican/IES Combination Provides Better Value
for IES Shareholders
DES MOINES, IA (DATE, 1996) - MidAmerican Energy Company (NYSE:MEC) today
announced that it has filed preliminary proxy materials with the Securities
and Exchange Commission (the "SEC") to be used to solicit proxies from the
shareholders of IES Industries Inc. (NYSE:IES) against approval of IES's
merger with WPL Holdings, Inc. and Interstate Power Company (the "Wisconsin
Transaction"), to be used at IES's annual shareholder's meeting, scheduled
for September 5, 1996.
"We are gratified by the many expressions of support we have received from
IES shareholders," commented Stanley J. Bright, President and Chief
Executive Officer of MidAmerican. "While we hope that IES will agree to
terminate the Wisconsin merger and enter into a merger agreement with
MidAmerican, the filing of these proxy materials indicates our resolve to
take the action necessary to give IES shareholders an opportunity to
receive the greater value offered by the MidAmerican proposal."
The preliminary proxy materials show in greater detail than MidAmerican's
letter to IES Chief Executive Officer Lee Liu why MidAmerican believes its
merger proposal is significantly superior to the Wisconsin Transaction in
every important respect.
MidAmerican's proposal calls for a cash and stock merger with IES,
comprised of up to 40% cash and 60% MidAmerican common stock. IES common
shareholders receiving cash will receive $39 per share of IES common stock
and IES common shareholders receiving stock will receive 2.346 shares of
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MidAmerican common stock per share of IES common stock. A MidAmerican/IES
combination would provide shareholders of IES a 21% premium over the value
of the consideration they would receive in a proposed merger with WPL
Holdings, Inc. and Interstate Power Company, based on closing stock prices
on August 2, 1996 (the last trading day before public announcement of
MidAmerican's proposal), along with a 42% dividend increase over the
dividend proposed in the Wisconsin transaction.
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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. Rasmuseen (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. Forster (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. Grabinsky (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),
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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, if
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.
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 Paul A. Bjork, Marv E. Kingery,
Ginger A. Dasso, Bob L. Lester, Chuck H. Golliher, Sally A. Robinson, Kim K.
Koster, Chuck R. Montgomery, 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 Merril (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.
