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):
- -------------------------------------------------------------------------------
(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 following press release was distributed to news wire services and the
public:
For Release: August 5, 1996
Contact: Diane Ramsey (Media)
(319) 398-7288
Denny Vass (Financial)
(319) 398-4475
IES INDUSTRIES ACKNOWLEDGES UNSOLICITED ACQUISITION PROPOSAL
CEDAR RAPIDS, IOWA - IES Industries Inc. today acknowledged receipt of an
unsolicited acquisition proposal from MidAmerican Energy Co. of Des Moines,
Iowa. The offer was received on August 4, and will be given full consideration
by the IES Board of Directors.
The company is requesting that shareholders take no action until the
MidAmerican proposal has been considered and evaluated by the IES Board.
IES Industries is a diversified utility holding company, headquartered in
Cedar Rapids, Iowa. IES's principal subsidiary, IES Utilities, provides service
to 330,000 electric and 175,000 natural gas customers in Iowa. IES Diversified
has interests in energy, telecommunications and transportation businesses.
IES Industries, WPL Holding, Inc. of Madison, Wisconsin, and Interstate
Power Co. of Dubuque, Iowa, in November 1995 announced a joint agreement to
merge, forming a new diversified utility holding company, Interstate Energy
Corporation. Shareholders of the three companies are schedules to vote on the
combination September 5.
<PAGE>
The following letter was sent to IES employees:
August 8, 1996
Dear Fellow IES Employee:
For nearly two years, you've heard much about the changes taking place in our
industry. As a company, we have embraced the coming competitive environment as
an exhilarating prospect and one that will dramatically change our company. We
have witnessed and monitored the growing number of utility company mergers in
recent years. And we have been an active participant in the change. Last fall's
announcement of our plans to merge with WPL Holdings and Interstate Power Co.
was one way that we have quickly moved with the changing environment. We've made
decisions and executed strategies consistent with our plan to position IES
Industries for future success.
Some of the recent utility merger activities have involved unsolicited bids,
including PECO Energy's advances to PP&L Resources and Western Resources'
pursuit of Kansas City Power & Light. We have now joined that group, with
Monday's unsolicited acquisition proposal for IES Industries from MidAmerican
Energy Co.
I want to assure you that senior management and the Board of Directors are
addressing this proposal. The Board of Directors will give this proposal full
and thoughtful consideration. We feel it is our responsibility to look at every
aspect of this proposal to determine its effect on shareholders, customers and
employees. We will keep you, as an employee of IES, fully informed of the
decisions that are made.
Clearly, the coming changing environment we have been describing for our
industry is here with full force. We realize that as an employee, you have a
number of questions about this latest event. We encourage you to present your
questions to us, so that we can address them. Please use the merger hotline, at
1-800-818-2041 to pose your question. As soon as we are able, we will collect
responses and distribute them to all employees.
During this period of change, it is more important than ever that we continue to
focus on safety and on the reason we are here, to provide outstanding customer
service and energy services to our customers. It is our tradition of service
that has made us a sought-after merger partner. Please continue to focus on the
task at hand in order to ensure your personal safety.
I appreciate your continued energy and enthusiasm. Thank you.
Sincerely,
Lee Liu
Chairman of the Board,
President & Chief Executive Officer
<PAGE>
The following letter was sent to IES Industries shareholders:
August 8, 1996
Dear IES Industries Shareholder:
During the past few years, we have shared with you our vision for the future
competitive electric utility industry and how we have been positioning IES
Industries to compete effectively and profitably in this new and challenging
environment. To ensure that IES Industries is a successful company and in the
forefront of this changing landscape, we have carefully built a very
cost-effective infrastructure and prudently expanded our market reach by
implementing strategic mergers and acquisitions.
Last fall's announcement of our plans to merge with WPL Holdings (WPLH) and
Interstate Power (IPC) is the latest and, by far, the most significant action we
have taken to date. That decision came after a very careful analysis of the
opportunities we see for the IES shareholders and customers that such a merger
will provide.
However, on Sunday of this week, we received an unsolicited offer from
MidAmerican Energy of Des Moines to purchase IES Industries in a cash/stock
transaction that they value at about $1.17 billion. This proposal is also
conditioned upon IES rejecting the merger with WPL Holdings and Interstate
Power.
The Board will give the MidAmerican proposal full and thoughtful consideration,
just as it has evaluated other proposals. We feel it is our responsibility to
look at every aspect of this proposal to determine its effect on shareholders,
customers and employees. Once the Board completes its evaluation we will inform
you of its recommendation.
MidAmerican Energy intends to communicate directly with you about their
proposal. To that extent, we expect you will receive correspondence from
MidAmerican within the coming days and they may ask you to vote against the
planned IES/WPLH/IPC merger.
We will continue to provide you with information based upon our analysis of
their proposal and recommendations, along with any concerns we may have
regarding the MidAmerican proposal and how it may affect the value of your
investment in IES. Further, we will evaluate whether a merger of IES and
MidAmerican offers you and our customers the same or better opportunities
compared to the IES/WPLH/IPC merger we have already detailed in our prior
correspondence.
In considering MidAmerican's proposal, the Board will closely explore a number
of important questions including, among others, how the proposal would be
financed; its effect on debt levels, customer rates and future dividends; the
future business prospects for MidAmerican and the long-term performance outlook
for its stock; and, the impact on employment levels in Iowa.
<PAGE>
We appreciate your continued support of your company. We are proud of our past
success in enhancing long-term shareholder interest. We will continue to work
diligently to achieve a higher return for your investment. If you have any
questions, please feel free to call us at 1-800-388-5074.
Sincerely,
Lee Liu
Chairman of the Board,
President & Chief Executive Officer
<PAGE>
The following press release was distributed to news wire services and the
public:
For Release: August 9, 1996
Contact: Diane Ramsey (Media)
(319) 398-7288
Denny Vass (Financial)
(319) 398-4475
IES INDUSTRIES TELLS SHAREHOLDERS ITS BOARD WILL MEET EVALUATE MIDAMERICAN
PROPOSAL
Urges Shareholders Not To Act Until They Receive IES's Recommendation
CEDAR RAPIDS, IOWA - IES Industries Inc. (NYSE: IES) Chairman of the Board,
President & Chief Executive Officer Lee Liu said today that the IES Industries
Board of Directors will be meeting in due course to consider the unsolicited
proposal offered by MidAmerican Energy of Des Moines, Iowa.
The Board of Directors is addressing this proposal and giving it full and
thoughtful consideration," Liu said.
MidAmerican Energy first proposed a merger with IES Industries in October
1995. IES rejected that proposal and instead signed a definitive merger
agreement with WPL Holdings, Inc. of Madison, Wisconsin, and Interstate Power of
Dubuque, Iowa, in November 1995. The three-way merger will create Interstate
Energy.
"For more than 1 00 years, IES Industries and our utility subsidiary, IES
Utilities, has been a strong force in Iowa and we have proudly served our
customers across the state. Any decision we make will ensure that our commitment
to that tradition will continue in the future and will take into account the
implications for shareholders, customers, employees and the communities of which
we an integral part," Liu added.
IES on Thursday distributed a letter to its shareholders. The following is
complete text of Mr. Liu's letter:
August 8, 1996
Dear IES Industries Shareholder:
During the past few years, we have shared with you our vision for the future
competitive electric utility industry and how we have been positioning IES
Industries to compete effectively and profitably in this new and challenging
environment. To ensure that IES Industries is a successful company and in the
forefront of this changing landscape, we have carefully built a very
cost-effective infrastructure and prudently expanded our market reach by
implementing strategic mergers and acquisitions.
<PAGE>
Last fall's announcement of our plans to merge with WPL Holdings (WPLH) and
Interstate Power (IPC) is the latest and, by far, the most significant action we
have taken to date. That decision came after a very careful analysis of the
opportunities we see for the IES shareholders and customers that such a merger
will provide.
However, on Sunday of this week, we received an unsolicited offer from
MidAmerican Energy of Des Moines to purchase IES Industries in a cash/stock
transaction that they value at about $1.17 billion. This proposal is also
conditioned upon IES rejecting the merger with WPL Holdings and Interstate
Power.
The Board will give the MidAmerican proposal full and thoughtful consideration,
just as it has evaluated other proposals. We feel it is our responsibility to
look at every aspect of this proposal to determine its effect on shareholders,
customers and employees. Once the Board completes its evaluation we will inform
you of its recommendation.
MidAmerican Energy intends to communicate directly with you about their
proposal. To that extent, we expect you will receive correspondence from
MidAmerican within the coming days and they may ask you to vote against the
planned IES/WPLH/IPC merger.
We will continue to provide you with information based upon our analysis of
their proposal and recommendations, along with any concerns we may have
regarding the MidAmerican proposal and how it may affect the value of your
investment in IES. Further, we will evaluate whether a merger of IES and
MidAmerican offers you and our customers the same or better opportunities
compared to the IES/WPLH/IPC merger we have already detailed in our prior
correspondence.
In considering MidAmerican's proposal, the Board will closely explore a number
of important questions including, among others, how the proposal would be
financed; its effect on debt levels, customer rates and future dividends; the
future business prospects for MidAmerican and the long-term performance outlook
for its stock; and, the impact on employment levels in Iowa.
We appreciate your continued support of your company. We are proud of our past
success in enhancing long-term shareholder interest. We will continue to work
diligently to achieve a higher return for your investment. If you have any
questions, please feel free to call us at 1-800-388-5074.
Sincerely,
/s/ Lee Liu
IES Industries is a diversified utility holding company,
headquartered in Cedar Rapids, Iowa. The company's principal subsidiary, IES
Utilities Inc., provides service to more than 330,000 electric and 174,000
natural gas customers in Iowa. IES Diversified Inc. has interests in energy,
telecommunications and transportation businesses.
<PAGE>
