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 DISAPPOINTED BY IES
REJECTION OF PROPOSED MERGER
Will Solicit Proxies Against Wisconsin Deal
-------------------------------------------
Des Moines, Iowa (August 16, 1996) -- MidAmerican Energy Company (NYSE: MEC)
today commented on IES Industries Inc.'s (NYSE: IES) announcement that it has
rejected MidAmerican's merger proposal.
Stanley J. Bright, President and CEO of MidAmerican Energy, stated, "I am
extremely disappointed that Mr. Liu and the IES Board of Directors continue to
pursue the Wisconsin deal rather than seeking to maximize value for
shareholders, customers and employees. IES has declined to discuss previous
merger proposals with MidAmerican in pursuit of a less attractive Wisconsin
deal. Our current proposal, which was made on August 4th and explained in
greater detail in the attached August 11th letter to Mr. Liu, was rejected out
of hand without so much as a meeting or a phone call. For some reason, Mr. Liu
seems intent on a deal which moves corporate headquarters to Wisconsin. I'm
frankly surprised by his actions.
"We believe the MidAmerican proposal remains financially superior to the
Wisconsin deal. Our proposal would provide IES shareholders with a significant
premium over the consideration they would receive in the Wisconsin deal. Under
our merger proposal, IES shareholders would receive $37.24 per IES share based
on the MidAmerican closing price on August 15, 1996 and the opportunity, as a
whole, to receive $39 per share in cash for up to 40% of the outstanding IES
shares. Under the Wisconsin deal, IES shareholders would receive $36.20 per IES
share based on the WPL closing price on August 15, 1996. In addition, our merger
proposal would provide IES shareholders with a $2.82 dividend, based on the
exchange ratio of 2.346 IES shares per MidAmerican share and MidAmerican's
current annual dividend of $1.20 per share, in contrast to a $2.25 dividend
under the Wisconsin deal assuming that WPL maintains its current dividend
policy."
Continued...
<PAGE> 2
"IES has provided no compelling reasons for its rejection of our proposal nor
have they explained their failure to communicate the obvious benefits of our
merger proposal to their shareholders. We are committed to our merger proposal
and will solicit proxies from IES shareholders urging them to reject the
Wisconsin deal.
"We are confident that we can obtain all necessary regulatory approvals within
12 months after execution of a definitive merger agreement. It is remarkable to
us how slowly IES has proceeded in seeking and obtaining the necessary
regulatory approvals for the three- way merger. In our last merger we had
already obtained most approvals nine months after the announcement and completed
the merger in eleven months. By contrast, IES appears to have made virtually no
progress in the last nine months. In fact, IES doesn't even have a merger
application on file in Iowa and has just recently amended its Federal Energy
Regulatory Commission (FERC) filing in a manner that requires the FERC
regulatory process to essentially start over," said Mr. Bright.
IES, WPL and Interstate withdrew their merger filing before the Iowa Utilities
Board on May 6 and have not refiled. The filing before FERC was amended on July
29th and renoticed on August 2nd and a procedural schedule for the FERC filing
has not even been set. Their filing before the Wisconsin Public Service
Commission is pending and not set for hearing. MidAmerican therefore concludes
that the parties to the Wisconsin deal -- a complex three-way, four state
transaction -- have not made significant progress in obtaining the requisite
regulatory approvals.
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.
# # #
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 ofMidAmerican (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: Philip G.Lindner (Group VP and
Chief Financial Officer), John A. Rasmussen (Group VP and General Counsel),
Ronald W. Stepien (Group VP), Larry M. Smith (Controller), Paul J. Leighton (VP
& Corporate Secretary), J. Sue Rozema (VP Investor Relations and Treasurer),
Keith D. Hartje (Mgr. Corp. Communications), Alan L. Wells (Mgr. Corp. Dev. &
Strategy), Jack L. Alexander (Manager Human Resources), Beverly A. Wharton
(President Gas Division), Lynn K. Vorbrich (President Electric Division), David
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. Foster (Finance & Investment Admin.),
<PAGE> 3
James C. Galt (Mgr. Financial Planning), Richard T. Tunning (Mgr. Corp. Acctg.),
John P. Palmolea (Sr. Accountant), Merlyn F. Wiese (Senior Financial Analyst),
James C. Parker (Senior Bulk Power Engineer), James J. Howard (VP Gas Admin.
Services), Patrick A. Kirchner (Attorney), Maureen E. Sammon (Mgr. Benefits),
David C. Caris (Manager Governmental Affairs), Garry W. Osborn (Strategic
Planner), George L. Phillips (Mgr. Corp. Performance), Thomas C. Watt (Mgr.
Waterloo District), Virginia A. Dasso (Mgr. Mississippi Valley), Greg B. Elden
(Mgr. Siouxland District), Robert L. Lester (Mgr. Des Moines District), Lester
A. Juon (Mgr. Sioux City District), John A. Harvey (Mgr. Distribution Operations
Support), Annette J. Johnston (Mgr. Customer Support), Christian M. Swanson
(Mgr. Cedar Valley District), Ron E. Unser (Mgr. Quad Cities District), Jeanette
I. Lose (Mgr. Credit), Barb J. Anderson (Executive Assistant), William G. Stowe
(Mgr. Electric Operations), David L. Graham (Mgr. Electric Energy Services),
James 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. Grabinski (Regional
Communications Coordinator), Jodi E. Bacon (Manager HR Communications), Suzan M.
Stewart (Mgr. Attorney Gas Law Dept.), Charles R. Montgomery (Sr. Attorney),
Steven R. Weiss (Sr. Attorney), Terry R. Fox (Attorney), J. Christopher Cook
(Attorney), 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), Stephen E. Hollonbeck (Sr. VP Gas Operations), Stephen E. Shelton
(Sr. VP Electric Distribution), James R. Bull (VP Generation), Mark W. Roberts
(Mgr. Elec. Admin. Services), O. Dale Stevens (Mgr. Resource Planning), James
Averweg (Mgr. Transmission), William D. Leech (Mgr. Generation), Brent E. Gale
(VP Law & Reg. Affairs), Gregory C. Schaefer (Mgr. Elec. Rates & Regulation),
Taylor S. Davis (Attorney), Karen M. Huizenga (Attorney), Robert P. Jared
(Attorney), Randall B. Palmer (Attorney), Jean F. Stier (Shareholder
Representative), L.T. Smith (Mgr. Loess Hills District), John H. Wetzel
(Economic Development Consultant), Martha A. Matthews (MIS Analyst), David C.
Weiss (Customer Coordinator), Jeffrey J. Gust (Sr. Bulk Power Engineer), Richard
J. Singer (Mgr. Nuclear), James M. Howard (Customer Coordinator), Marcia L. Vest
(Acct. Assist.), John T. Holmes (IT Training Coord.), Debra L. Calvert (Economic
Development Consultant), Thomas H. Hutchins (Gas Engineer), Mark K. Etchen
(Supervisor Customer Coordination), Mary J. Brown (HR Analyst), Brian E. Johnson
(Mgr. State Gov't Relations), LeAnne S. Turner (Customer Service), Robert M.
Ockerman (Customer Coordinator), Connie L. Schwab (Customer Service), Juanita F.
Mosher (Customer Coordinator Asst.), Robin B. Fortney (Sr. Environmental
Coordinator), Deb J. Kraft (Secretary), Dian E. Nowell (Records Mgmt. Assist.),
Joel D. Krusemark (Gas Technician), Michelle G. Sieren (Call Center Supr.),
Linda W. Ruble (Employee Communications Coordinator), John L. Mehalovich, Rodney
L. Schroeder (Customer Coordinator), Dawn M. Martino (Customer Coordinator),
Jane M. Bushbaum (HR Consultant), William G. Nowell (Mgr. Electric Operations),
Eric C. Heikes (Customer Coordinator) Nancy Lynn Hall (Customer Service
Representative), Steven E. Verbeski (Manager, Corporate Insurance), David J.
Anderson (Manager, Combustion Turbines), Donald A. York (Employment Development
Specialist), Robert Wrobel (Operations Mgr. Appliance Service Div.), Roger Ringo
(Marketing Representative), Evonne E. Schaaf (Administrative Assistant), JoAnne
F. Hauserman (Records Management Assistant), Kyle M. Whitaker (Energy
Consultant), Ralph C. Watts (Project Manager), Kristi B. Krueger (HR Analyst),
Tina M. Johnson (Customer Coordinator), Tammy J. Summy (Customer Coordinator),
Charles B. Woods (Customer Coordinator), Michelle A. Bernholtz (Energy Services
Specialist), Alan R. Oneal (Sr. Bulk Power Engineer), Michele K. Sheehey (Energy
Services Specialist), Kathryn M. Curran (Legislative Communications
Coordinator), Patrick E. Keener (Mgr. Energy Consultants), Garrett O. Baldwin
(Energy Consultant), Jennifer J. Chaplin (Customer Coordinator), Mark W.
Albright (Sr. Engineer), Veronica L. Danner (Admin. Assistant), Teresa L.
Nielsen (Admin. Assistant), Kenneth D. Setzkorn (Sr. Energy Consultant), Nancy
J. Anderson (HR Assistant), Vickie L. Wonder (HR Analyst), Charles W. Krueger
(Sr. Accountant), David R. Alberg (Energy Consultant), Janet K. Woods (Legal
Assistant), Corey C. Phelps (Tree Trimming Specialist), Thomas P. Nolan (Payroll
Tax Accountant), Polly Fortune (Financial Analyst), Sara J. Schillinger (Mgr.
Gas Supply), Robert W. Vargason, Jr. (Corp. Safety & Facilities Supr.), Jeffrey
S. Liittschwager (Sr. Accountant), Craig M. Nelson (Facility Coordinator), Edwin
R. Kasner, James P. Diemer (Sr. ROW Agent), Teresa M. Anderson (Mgr. Property
Accounting), Donald O. Jennings (MIS Analyst), Steven L Haacke (Mgr. Project
Engineering), Larry L. Loring (Gen'l Mgr. Appliance Service Div.), James R.
Rasley, Jr. (Energy Consultant), Jacqueline C. Cassity (Auditor), Diane S. McGee
(IT Supervisor), Muriel A. Boggs (Drug Testing Admin.), Winston A. Morrill (Sr.
Financial Analyst), Michelle Book (Property Accountant), Steven J. Kehoe (Sr.
Energy Consultant), Jay H. Dillavou (Environmental Coordinator), Brian J. Gannon
(Sr. Accountant), Patricia M. Morin (Energy Consultant), Sarah L. Peters
(Communications Specialist), Thomas B. Specketer (Mgr. Gen'l Accounting),
William E. Turnbull (Sr. Engineer), Mark C. Yocum (Mgr. Acct. Systems Support),
Jean Olmstead, Monte G. Hauserman (Safety Training Coord.), Timothy A. Leach
(Economic Development Consultant), Rex G. McClaflin (Energy Consultant), and
Jeffrey S. Trometer (Supr. Corp. Security).
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, of 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 is the beneficial owner of 305 shares of IES
Common Stock. Christian M. Swanson's wife is the beneficial owner of 12 shares
of IES Common Stock.
Other than as set forth herein, as of the date of this 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 Steve R. Weiss, John J. Cappello,
Stephen E. Hollonbeck, Gregory C. Schaefer, Robert P. Jared, L.T. Smith, Robin
B. Fortney, Rodney L. Schroeder, Jay H. Dillavou, Brian J. Gannon, Patricia M.
Morin, Sarah L. Peters, Thomas B. Specketer, Mark C. Yocum, Jean Olmstead, Rex
G. McClaflin, or Jeffrey S. Trometer. MidAmerican disclaims beneficial ownership
of any securities of IES held by any pension plan of MidAmerican or by any
affiliate of MidAmerican.
<PAGE> 4
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
Merrill (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.
