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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
[ ] Definitive Proxy Statement Only (as permitted by Rule14a-6(e)(2))
[X] Definitive Additional Materials
[ ] 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:
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<PAGE>
[MidAmerican Energy News Release]
[MidAmerican Energy Logo]
Contact: Keith Hartje (Media) Sue Rozema (Investors) Chuck Burgess/Adam Miller
(515) 281-2575 (515) 281-2250 Abernathy MacGregor Group
(212) 371-5999
For Release: IMMEDIATELY
ISS RECOMMENDS THAT IES INDUSTRIES SHAREHOLDERS
VOTE AGAINST THE WISCONSIN DEAL
---------------------------------------
Des Moines, Iowa (August 28, 1996) -- MidAmerican Energy Company (NYSE:MEC)
announced that Institutional Shareholder Services (ISS), the nation's leading
independent shareholder advisory organization, today endorsed MidAmerican
Energy's position and recommended that shareholders of IES Industries Inc.
(NYSE:IES) vote against IES's proposed merger with WPL Holdings, Inc. and
Interstate Power Company (the "Wisconsin deal").
"The MEC transaction presents a financially superior offer to IES shareholders,"
wrote ISS. "We do not believe the [three-way Wisconsin] agreement warrants
shareholder support.... We recommend that IES shareholders vote AGAINST the
merger agreement."
"If you plan to follow ISS's vote recommendation, vote the BLUE dissident proxy
card and discard the WHITE management proxy card," wrote ISS.
"We are extremely pleased to receive this recommendation from ISS, the leading
advisor on proxy contests and corporate governance issues," said Stanley J.
Bright, President and Chief Executive Officer of MidAmerican Energy. "ISS's
independent analysis is well-respected by both large and small shareholders, and
ISS's recommendation clearly outlines the advantages of our proposal. IES
shareholders must seriously consider ISS's opinion when casting their votes."
MidAmerican's merger proposal offers IES shareholders the option of choosing
stock or cash. IES shareholders receiving stock will receive 2.346 shares of
MidAmerican common stock per share of IES common stock on a tax-free basis and
IES shareholders receiving cash will receive $39.00 per share. If holders of
more than 40% of the total IES shares choose to receive cash, then all
shareholders who elected to receive all cash will receive the same combination
of cash and stock. A MidAmerican/IES combination would provide shareholders of
IES $3.27 more per share than the value of the consideration they would receive
in the Wisconsin transaction (blended value of 40% cash and 60% stock based on
closing stock prices on August 28, 1996). The MidAmerican proposal also offers
IES shareholders a 25% dividend increase over the dividend proposed in the
Wisconsin transaction.
<PAGE>
MidAmerican Energy Company, Iowa's largest utility, serves 635,000 electric
customers and 600,000 natural gas customers in Iowa, Illinois, South Dakota and
Nebraska. The Company is headquartered in Des Moines. Information about
MidAmerican is available on the Internet at http://www.midamerican.com.
# # #
MidAmerican has filed with the Securities and Exchange Commission a proxy
statement and other materials relating to the solicitation of proxies against
the proposed IES/WPL/Interstate transaction and that proxy statement and the
other materials are incorporated herein by reference.
<PAGE>
[August 29, 1996 Wall Street Journal Advertisement]
An Important Message For
IES Industries Shareholders
Maximize Your Dividend
You are currently being asked to vote on a merger of IES Industries with WPL
Holdings, Inc. and Interstate Power Company (the "Wisconsin deal"). If that
merger is approved, you will be deprived of the opportunity to receive the
higher dividend being proposed in the MidAmerican transaction.
Which Dividend Check Do You Want to Receive?
The Choice is Yours.
What IES Wants To Send You:
[Graphic presentation of annual dividend check for $450.00
to holder of 200 IES shares]
What MidAmerican Wants To Send You:
[Graphic presentation of annual dividend check for $564.00
to holder of 200 IES shares]+
+Based on MidAmerican dividend of $1.20 and exchange ratio of 2.346 shares of
MidAmerican common stock for each share of IES common stock.
----------------------------
Time is of the essence--the IES meeting is on September 5, only days away. To
support the MidAmerican proposal, check the "Against" box, then sign, date and
mail your BLUE MidAmerican proxy today. We urge you NOT to return any green or
white proxy sent to you by IES. If you have already returned your IES proxy, you
can still change your vote. Only the latest-dated proxy will count. If your
stock is held by your broker, you should call him or her to make sure your
shares are voted "Against" the Wisconsin deal.
Don't Settle for a Lower Dividend.
Vote AGAINST the Wisconsin Deal.
IMPORTANT
For more information about the MidAmerican Energy merger proposal, please call
this toll-free number:
1-888-PRO-IOWA/1-888-776-4692
[MidAmerican Energy Logo] August 29, 1996
MidAmerican has filed with the Securities and Exchange Commission a proxy
statement and other materials relating to the solicitation of proxies against
the Proposed Wisconsin Transaction and that proxy statement and the other
materials are incorporated herein by reference.
<PAGE>
[Script for August 29, 1996 Analyst Call]
MIDAMERICAN ENERGY
Conference Call Script
August 29, 1996
Good morning, ladies and gentleman. I'm glad you could join us today. This is
Stan Bright, president of MidAmerican Energy.
I want to take a few minutes this morning to update you on recent developments
in our proposal to merge with IES Industries. Then, I'll be happy to answer any
questions you may have.
Before I get started, I want to touch on some good news we've had over the past
week. As many of you know, on August 26th, we filed our application with the
Federal Energy Regulatory Commission (FERC) for approval of our proposed merger.
We think this filing brings us neck and neck in the race to obtain regulatory
approval.
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<PAGE>
And, just yesterday ISS, the nation's leading independent shareholder
organization recommended that IES shareholders vote against the Wisconsin deal.
So, as you can see, it's been a pretty positive week around here
Now I just want to let you know that we realize you have received a good deal of
information from both MidAmerican and IES about the upcoming vote. I appreciate
that you've taken the time to wade through all of these materials and I hope you
feel that you have the tools you need to make your decision.
There are just a few items I want to talk about today before I take your
questions.
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<PAGE>
First of all, let me remind you of the superior financial terms of our proposal.
Our proposal includes an annual dividend of $2.82 per IES share, which is 25%
higher than the $2.25 per share you would receive in the Wisconsin deal.
As you know, our proposal offers IES shareholders a choice of stock or cash for
their shares. I would like to clarify that no shareholder choosing stock will be
required to accept cash. Each share of stock will exchanged for stock only.
Shareholders receiving stock would receive 2.346 shares of MidAmerican common
stock per share of IES common stock. Of course, if you choose stock, the
exchange will be entirely tax-free. Shareholders receiving cash would receive
$39 per share of IES common stock. If holders of more than 40% of the shares
choose cash, we will provide a combination of cash and stock on a pro-rated
basis.
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<PAGE>
Based on yesterday's closing price, the blended value of our proposal is $38.47
per share. That's $3.27 per share higher than the Wisconsin deal. The next issue
I want to talk about is our revised synergies estimate. Since we made our
proposal on August 4, we have identified additional synergies and cost savings
which we believe would be generated in a combination of IES and MidAmerican.
Based on publicly available information about IES, we have made a preliminary
estimate that this combination would generate savings of approximately $650
million over 10 years.
About half of those savings would come from workforce reductions, while the rest
would result from such items as the elimination of redundant non-labor expenses,
the realization of purchasing economies of scale, the joint dispatch of
generating capacity, and the avoidance of capital expenditures. I also want to
point out that our two service territories overlap a great deal, while the
Wisconsin deal requires additional transmission interconnects.
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<PAGE>
We believe the MidAmerican proposal could be completed within 12 months of
executing a definitive merger agreement with IES. That means we could complete
the merger as early as the Wisconsin deal -- if not earlier.
MidAmerican has a proven track record of rapidly integrating mergers so that
shareholders and customers realize significant benefits quickly. Our two
previous mergers were each completed in less than 12 months. The regulatory
structure of MidAmerican's proposed merger with IES closely resembles those last
two mergers, and we believe that this proposed merger would also be approved by
regulators and shareholders within a similar time frame.
In contrast, the Wisconsin deal is a complex three-way, four-state transaction
that requires approval from more regulatory bodies than the MidAmerican
proposal. And, the three companies in the Wisconsin deal lack direct
transmission interconnection. The Wisconsin deal was announced in November,
1995, more than nine months ago, and they have yet to receive approval from a
single regulatory agency.
Meanwhile, as I mentioned earlier, only 21 days after announcing our merger
proposal, we have already filed an application with FERC for approval of our
proposed merger. We anticipate making the rest of our regulatory filings within
one month of the signing of a definitive merger agreement with IES.
Many of you have received letters and phone calls from IES over the last few
weeks. We believe that IES is trying to distract you from the central issues of
our proposal. We believe the MidAmerican proposal is financially superior to the
Wisconsin deal; it could be completed in the same timeframe as the Wisconsin
deal; and it is a more natural fit. But IES doesn't want you to focus on that.
We urge you not to let IES pull your attention away from the facts.
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<PAGE>
Finally, I'd like to thank you all for your support throughout the last few
weeks. It is encouraging to receive so many positive comments from you, both
publicly and privately. Just recently, for example, Value Line issued a
supplementary report in which it called the MidAmerican proposal "better" for
IES. And, of course, to reiterate, we were delighted that Institutional
Shareholder Services recommended in its report yesterday that IES shareholders
vote against the Wisconsin deal. ISS provides a valuable service to its
institutional subscribers and its recommendations are an important factor in
their voting decisions. Now I'd be happy to answer any questions that you have.
[Q&A session]
CLOSE: I'd like to thank everyone for joining us. If anyone has further
questions, please call Sue Rozema at (515) 281-2250.
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<PAGE>
[August 29, 1996 Letter to Holders of 1,000 or More IES Shares Who Hold Such
Shares in "Street Name"]
[MidAmerican Energy Company Letterhead]
IMPORTANT DEVELOPMENT
August 29, 1996
DEAR IES SHAREHOLDER:
On August 28, 1996, Institutional Shareholder Services ("ISS"), the
nation's leading independent proxy voting advisory service, endorsed MidAmerican
Energy's position and recommended that its clients, including institutional
investors, mutual funds and other fiduciaries, VOTE AGAINST THE WISCONSIN DEAL.
Here's what ISS wrote in its recommendation:
* "[T]he MEC transaction presents a financially superior offer to IES
shareholders."
* "[W]e do not believe the [three-way Wisconsin] agreement warrants
shareholder support."
* "[D]espite the financially superior offer to purchase IES prior to
the agreement being negotiated with WPL and IPC, management and
the board of IES chose not to meet with representatives of MEC to
discuss their offer to combine the companies. .....At the very
least, the IES board should meet with MEC representatives to discuss
its financially superior offer. ....."
* "If you plan to follow ISS's vote recommendation, vote the BLUE
[MidAmerican] proxy card and discard the WHITE management card."
THE MIDAMERICAN PROPOSAL
HIGHER PRICE, HIGHER DIVIDEND, GREATER VALUE!
Remember, MidAmerican is offering you higher value and a higher
dividend -- $2.82 per IES share -- a 25% higher dividend than you would receive
in the Wisconsin deal. If you oppose the Wisconsin merger, but have not yet
voted, you must do so now to ensure that your vote is counted.
TIME IS SHORT -- ACT TODAY
To support the MidAmerican Proposal, check the "Against" box, then
sign, date and mail the enclosed BLUE proxy today. We urge you NOT to return any
green or white proxy sent to you by IES. If you have already returned your IES
proxy, you can still change your vote. Only the latest-dated proxy will count.
Time is of the essence, so please act today.
<PAGE>
If you have any questions or need assistance in the last-minute voting
of your shares, please call us, toll-free, at 1-888-776-4692.
Thank you for your continued support.
Sincerely,
/s/ Russell E. Christiansen /s/ Stanley J. Bright
RUSSELL E. CHRISTIANSEN STANLEY J. BRIGHT
Chairman of the Board President and
Chief Executive Officer
IMPORTANT
If your IES shares are held in your name, please sign, date and return
the enclosed BLUE proxy card today. If your shares are held in the name of a
brokerage firm, only your broker can vote your shares and only upon receipt of
your specific instructions. Please call and instruct your broker to execute a
BLUE proxy card on your behalf. You should also promptly sign, date and return
your BLUE card when you receive it from your broker. Please do so for each
separate account you maintain.
If you have any questions or need assistance in voting your shares,
please call D. F. King & Co., at (212)269-5550 or MidAmerican toll free at
1-888-776-4692.
MidAmerican has filed with the Securities and Exchange Commission a
proxy statement and other materials relating to the solicitation of proxies
against the proposed IES/WPL/Interstate transaction and that proxy statement and
the other materials are incorporated herein by reference.
<PAGE>
[August 29, 1996 Letter to Registered Holders of 1,000 or More IES Shares]
[MidAmerican Energy Company Letterhead]
IMPORTANT DEVELOPMENT
August 29, 1996
DEAR IES SHAREHOLDER:
On August 28, 1996, Institutional Shareholder Services ("ISS"), the
nation's leading independent proxy voting advisory service, endorsed MidAmerican
Energy's position and recommended that its clients, including institutional
investors, mutual funds and other fiduciaries, VOTE AGAINST THE WISCONSIN DEAL.
Here's what ISS wrote in its recommendation:
* "[T]he MEC transaction presents a financially superior offer to IES
shareholders."
* "[W]e do not believe the [three-way Wisconsin] agreement warrants
shareholder support."
* "[D]espite the financially superior offer to purchase IES prior to
the agreement being negotiated with WPL and IPC, management and
the board of IES chose not to meet with representatives of MEC to
discuss their offer to combine the companies. .....At the very
least, the IES board should meet with MEC representatives to discuss
its financially superior offer. ....."
* "If you plan to follow ISS's vote recommendation, vote the BLUE
[MidAmerican] proxy card and discard the WHITE management card."
THE MIDAMERICAN PROPOSAL
HIGHER PRICE, HIGHER DIVIDEND, GREATER VALUE!
Remember, MidAmerican is offering you higher value and a higher
dividend -- $2.82 per IES share -- a 25% higher dividend than you would receive
in the Wisconsin deal. If you oppose the Wisconsin merger, but have not yet
voted, you must do so now to ensure that your vote is counted.
TIME IS SHORT -- ACT TODAY
To support the MidAmerican Proposal, check the "Against" box, then sign,
date and mail the enclosed BLUE proxy today. We urge you NOT to return any green
or white proxy sent to you by IES. If you have already returned your IES proxy,
you can still change your vote. Only the latest-dated proxy will count. Time is
of the essence, so please act today.
<PAGE>
If you have any questions or need assistance in the last-minute voting
of your shares, please call us, toll-free, at 1-888-776-4692.
Thank you for your continued support.
Sincerely,
/s/ Russell E. Christiansen /s/ Stanley J. Bright
RUSSELL E. CHRISTIANSEN STANLEY J. BRIGHT
Chairman of the Board President and
Chief Executive Officer
IMPORTANT
If your IES shares are held in your name, please sign, date and return
the enclosed BLUE proxy card today. If your shares are held in the name of a
brokerage firm, only your broker can vote your shares and only upon receipt of
your specific instructions. Please call and instruct your broker to execute a
BLUE proxy card on your behalf. You should also promptly sign, date and return
your BLUE card when you receive it from your broker. Please do so for each
separate account you maintain.
If you have any questions or need assistance in voting your shares,
please call D.F. King & Co., at (212)269-5550 or MidAmerican toll free at
1-888-776-4692.
FOR THE INFORMATION OF IES SHAREHOLDERS: Please be advised that each
proxy card that you have received or will receive from MidAmerican is a card
with which you can vote (i) sharesof IES Common Stock registered in your name,
if any, and (ii) shares of IES Common Stock owned by you a a participant in each
of the following Company Plans: the IES Dividend Reinvestment and Stock Purchase
Plan, IES Employee Stock Purchase Plan, and the IES Bonus Stock Ownership Plan,
if any.
MidAmerican has filed with the Securities and Exchange Commission a
proxy statement and other materials relating to the solicitation of proxies
against the proposed IES/WPL/Interstate transaction and that proxy statement and
the other materials are incorporated herein by reference.
<PAGE>
[Additional Q&A For Use in Response to Questions From IES Employees]
Retirement Update 8/29/96
Q. How will my health insurance plan be affected if IES were to merge with
MEC?
A. We cannot guarantee what will happen with your health insurance, but we
can tell you what we've done in the past. In previous mergers, retirees
remained on the health insurance plan they retired under.
Q. What will happen to my retiree medical premiums?
A. We cannot guarantee what will happen with your retiree medical premiums,
but we can tell you what we've done in the past. In previous mergers,
retirees remained on the same premium structure they retired under.
Q. IES is providing a 14% cost of living adjustment to their pension
participants. Can MEC guarantee that we will maintain that increase
through a merger?
A. MidAmerican would need to review the plan prior to making any promises.
However, in previous mergers, retirees' pension amounts were not adjusted
because of the merger.
Q. Will MEC establish a separate trust fund for the IES pension plan
participants?
A. If the merger is successful, MidAmerican will review the current trusts.
Until this review occurs, we are unable to answer your question.
Community Presence
Q. What plans does MidAmerican have for the Centerville office(s)?
A. MidAmerican has not formulated its plan for the Centerville office.
MidAmerican has made a strong effort to maintain its community presence
throughout its service territory.
