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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<PAGE>
The MidAmerican Deal:
Less Than Advertised
The IES Industries Board of Directors carefully analyzed MidAmerican's hostile
takeover proposal and found a whole lot less than advertised.
The Truth Is, MidAmerican's Bid Isn't What It Claims. When you consider recent
trading prices of MidAmerican stock, the fact that most IES shareholders who
take the cash option would incur a tax liability and the fact that even with the
most rapid regulatory approval process, the MidAmerican transaction could take
substantially longer to complete than ours, the value of MidAmerican's proposal
is considerably less than MidAmerican represents.
How Will MidAmerican Pay For Almost Half-A-Billion Dollars of Debt It May Take
On? MidAmerican's preliminary proxy statement indicates it intends to pay for
this takeover the same way the corporate raiders of the 1980s did -- through
asset sales and layoffs of Iowans. How else? Increased rates for customers? What
is MidAmerican's plan for how much Iowans will pay for energy supplied by a
combined MidAmerican and IES?
MidAmerican's Bid Could Hurt Its Own Shareholders. MidAmerican's preliminary
proxy statement fails to talk about the impact on earnings per share for its
shareholders under the hostile takeover plan. Even if one assumes MidAmerican
can achieve the synergies it claims -- and we don't -- we think the deal would
dilute MidAmerican's earnings per share in the first year and beyond.
MidAmerican Hasn't Kept Its Word.
In its last merger, MidAmerican said it would reduce employment by 250
positions. In fact they shed 850 positions in Iowa. MidAmerican's dividend is
less than it was 5 years ago. They promised that a previous merger would lead to
higher dividends but they ended up cutting it instead. What does this say about
their promises to IES shareholders and Iowa today?
Take a Closer Look:
MidAmerican's Deal is an Inferior Deal for IES
Shareholders, MidAmerican Shareholders
and Iowans.
We urge you to support the merger of IES, WPL
Holdings and Interstate Power, a transaction
the IES Board
recommends is in the best interests of shareholders.
IES INDUSTRIES
We Put Our Pride On The Line. Every Day.
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______________IMPORTANT INFORMATION FOR IES SHAREHOLDERS________________
Vote Yes to support the merger of IES, WPL Holdings and Interstate Power.
If you have questions about the proxy or the merger, please call
IES Shareholder Service TOLL FREE: 1-800-247-6786 or GEORGESON &
COMPANY INC. TOLL FREE: 1-800-223-2064.
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