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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>
[Letter to Members of the Professional Investment Community]
September 3, 1996
Members of the Professional Investment Community:
As you assist your clients in making a decision on the IES Industries merger
vote on September 5, we believe the following elements of the MidAmerican
proposal should be considered:
* Higher Value - MidAmerican's proposal offers a 25% higher
dividend than the Wisconsin deal and a $2.47 (based on 8/30/96
closing prices) greater value per share for a tax-free,
stock-for-stock exchange. MidAmerican also offers a cash option
at $39 per share for those who wish to sell their stock. (Cash
option available for up to 40% of shares).
* Clear Strategy - MidAmerican intends to be a major regional
energy and communications company.
* Natural Fit - MidAmerican and IES system integration and
contiguous and overlapping territory make the MidAmerican
proposal compelling.
* Commitment - MidAmerican's commitment to this unique strategic
opportunity is unwavering.
We urge your support for the MidAmerican proposal by a VOTE AGAINST the
Wisconsin transaction.
Thank you for your support.
Sincerely,
Stanley J. Bright
President and CEO
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>
[Personal Solicitation Answering Machine Script]
ANSWERING MACHINE SCRIPT
"Hello, this is ..............., an employee of MidAmerican Energy. We've been
unable to contact you previously, and have some important information regarding
the proposed merger between IES and a Wisconsin utility."
"Recently, Institutional Shareholder Services, the nation's leading independent
shareholder organization, recommended that IES shareholders vote AGAINST the
Wisconsin deal because MidAmerican's proposal provides a higher dividend and a
higher value for your IES shares."
"If you have not done so already, we ask that you vote AGAINST the Wisconsin
deal by sending or faxing your BLUE MidAmerican proxy card immediately. If you
have questions, please call toll-free 1-888-776-4692. Thank you."
