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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Newspaper advertisement:
FIELDS OF OPPORTUNITY
[PICTURE OF POWER LINES IN FIELDS]
At IES Industries, we see the rapid changes taking place in the electric utility
industry as a time of great opportunity. To make the most of it, we've agreed to
an innovative strategic combination to create Interstate Energy Corporation
(IEC), a company that will position us for accelerated growth, catapult us into
new markets, and provide greater opportunities for our shareholders, customers
and employees.
[LEFT HAND COLUMN]
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IEC: A Smart Choice
The Board of IES Industries chose to merge with WPL Holdings and Interstate
Power to form IEC because of the transaction's significant strategic advantages.
It will enable us to market electricity from our efficient, low-cost power
plants to attractive, higher-growth markets in neighboring states. These new
markets are fields of opportunity, and we have structured the new company to
have the financial and human resources to pursue them.
Benefiting shareholders, customers and fellow Iowans
Based on the closing price of WPL common stock on August 15, 1996, each share of
IES common stock is valued at $36.20 per share, representing a premium of 13%
over the previous IEC exchange ratio. In addition, under newly revised terms, it
is anticipated that IES holders of common stock will receive an initial annual
cash dividend from IEC valued at $2.25 for each IES share now held.
IEC will be a regional powerhouse--Iowa-domiciled and with 60% of its assets in
Iowa--and well positioned to create shareholder value in an industry that is
becoming highly competitive.
[RIGHT HAND COLUMN]
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IES has committed to a 3 year rate freeze throughout Iowa, so our customers here
are protected from sudden increases. IEC's customers in Minnesota, Wisconsin and
Illinois will also benefit from competitively priced electricity. And, over
time, all IEC
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time, all IEC customers will benefit from a rate structure that spreads costs
over an enlarged customer base.
IEC will also continue IES's commitment to attracting new business to Iowa,
creating job opportunities in the state and increased demand for the energy we
produce.
Enter MidAmerican Energy at the 11th-hour
Now, in an 11th-hour act, MidAmerican is threatening a hostile takeover of IES.
Their attempt is nothing less than an effort to use IES as the solution to their
stagnant growth and strategic problems. Having already been turned down in 1995
by our Board as not the proper partner for a merger, now MidAmerican is seeking
to prevent us from completing a merger that meets our strategic and financial
goals. And it's not in the interest of Iowa rate payers or IES shareholders to
allow them to heap hundreds of millions of dollars of debt upon a combined
MidAmerican and IES in the process.
IES
INDUSTRIES
We Put Our Pride On the Line,
Every Day.
IMPORTANT
We urge you to vote "YES" on the new proxy card...and vote for a future that
will provide shareholders, customers and Iowans with opportunities.
If you have any questions about the proxy or the merger, please
call GEORGESON & COMPANY INC. TOLL FREE: 1-800-223-2064.
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