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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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[Newspaper advertisement published throughout the state of Iowa]
The MidAmerican-IES Merger Proposal
**************************************************
IES has again
turned down a proposal
we believe would be much better
for IES shareholders.
**************************************************
The MidAmerican Energy proposal offers IES shareholders a dividend 25% greater
than the one now proposed in the IES three-way merger which includes a Wisconsin
utility. IES has rejected this proposal without even discussing it with
MidAmerican.
In failing to discuss a proposal that would pay $114 more in annual dividends
for every 200 shares, IES continues to ignore a real opportunity to put more
money in their shareholder's pockets. It's time for shareholders to send IES a
message...
Compare Dividends Per Existing IES Share
Current IES Dividend--$2.10
The MidAmerican Proposal The Wisconsin Deal
$1.95
Original Proposed
Dividend (11/10/95)
$2.82 $2.01
Proposed Dividend 1st Revised
(8/2/96)* Dividend (5/22/96)
$2.25
2nd Revised
Dividend (8/16/96)**
*Based on MidAmerican dividend of $1.20 and conversion ratio of 2.346
**Based on WPL dividend of $1.97 and conversion ratio of 1.14
**************************************************
Vote AGAINST the Wisconsin Deal
IES shareholders are receiving proxy materials, including a BLUE proxy,
from MidAmerican in the mail this week. Simply sign, date and mail the BLUE
proxy as soon as you receive it. We urge you not to return any green or white
proxies 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. For more
information about MidAmerican's merger proposal, call this toll-free number.
1-888-PRO-IOWA (1-888-776-4692)
**************************************************
[MidAmerican Energy Logo]
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>
[Television advertisement broadcast throughout the state of Iowa]
[TV Copy: Better Plan]
[Video: TYPE OF COPY, WHITE AGAINST BLACK SCREEN. TYPE CRAWL OR OTHER MOVEMENT
IN SYNCH WITH ANNOUNCER. FADE IN IOWA VISTA, MIDAMERICAN ENERGY LOGO AND SHORT-
VERSION LEGEND. TO BLACK.]
Audio:
IES has again turned down MidAmerican Energy's merger proposal--without even
discussing it! Why won't they talk to us?
MidAmerican's proposal offers IES shareholders a much larger dividend than the
latest IES plan...25 per cent larger! MidAmerican's proposal would pay a
dividend of $2.82 per IES share, versus only $2.25.
Vote against the Wisconsin deal.
We believe MidAmerican's plan is better for shareholders...customers...employees
...and better for Iowa!
[Graphic presentation of legend]
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>
