- --------------------------------------------------------------------------------
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 Only [ ] Definitive Proxy Statement (as permitted by 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, 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:
- --------------------------------------------------------------------------------
-1-
<PAGE>
[The following is a newspaper advertisement by MidAmerican Energy Company]
POSITIVE
ENERGY
FOR IOWA
Why shareholders of IES Industries Inc.
should vote against the "Wisconsin deal."
Right now, IES shareholders are voting on a proposed merger of IES Industries
with WPL Holdings, Inc. of Madison, Wisconsin, and Interstate Power Company of
Dubuque.
If that merger is approved, control of IES will move up to Wisconsin, away from
Iowa customers, away from Iowa's local communities.
Consider this better idea
Before voting on the "Wisconsin deal," IES shareholders - as well as IES
customers and others concerned with Iowa's future - should take a good look at a
new merger proposal to the IES board of directors from MidAmerican Energy, an
Iowa-based company.
Under this proposal, IES and MidAmerican would join together as one company,
providing more efficient, economical utility service to our customers.
Headquarters would remain right here in Iowa. So, decisions affecting Iowans
would be made here, not in Wisconsin or elsewhere.
What's more, the merged MidAmerican-IES company would be committed to the
economic development of our state, not someone else's.
Greater benefits for shareholders
We believe the MidAmerican Energy proposal is a better value for IES
shareholders. Under the MidAmerican plan, IES shares would be worth more, and
IES shareholders would enjoy a much larger dividend than the Wisconsin deal
provides.
So, consider the options: the Wisconsin deal or the Iowa plan? We believe the
choice is clear. In our view, MidAmerican Energy's proposal makes better sense
for all of us who call Iowa home.
If you are an IES shareholder, we will soon be mailing you MidAmerican Energy
proxy materials. We urge you not to return the green proxy card sent to you by
IES concerning the Wisconsin deal. For more information about the MidAmerican
Energy merger proposal, IES shareholders can call this toll-free phone number:
1-800-PRO-IOWA
<PAGE>
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 of MidAmerican (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: Phil G. Lindner (Group VP Corp.
Services and Chief Financial Officer), John A. Rasmussen (Group VP and General
Counsel), Ron W. Stepien (VP Strategic Planning & Corp. Dev.), Larry M. Smith
(Controller), Paul J. Leighton (VP & Corporate Secretary), J. Sue Rozema (VP
Investor Relations), Keith D. Hartje (Mgr. Corp. Communications), Alan L. Wells
(Mgr. Corp. Dev. & Strategy), Jack L. Alexander (Manager Human Resources), Bev
A. Wharton (President Gas Division), Lynn K. Vorbrich (President Electric
Division), Dave 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.), Jim
C. Galt (Mgr. Financial Planning), Rick T. Tunning (Mgr. Corp. Acctg.), John P.
Palmolea (Sr. Accountant), Merlyn F. Wiese (Senior Financial Analyst), Jim C.
Parker (Senior Bulk Power Engineer), Jim J. Howard (VP Gas Admin. Services),
Patrick A. Kirchner (Attorney), Maureen E. Sammon (Mgr. Benefits), Dave C. Caris
(Manager Governmental Affairs), Garry W. Osborne (Strategic Planner), George L.
Phillips (Mgr. Corp. Performance), Tom C. Watt (Mgr. Waterloo District), Ginger
A. Dasso (Mgr. Mississippi Valley), Greg B. Elden (Mgr. Siouxland District), Bob
L. Lester (Mgr. Des Moines District), Les A. Juon (Mgr. Sioux City District),
John A. Harvey (Mgr. Distribution Operations Support), Annette J. Johnston (Mgr.
Customer Support), Chris M. Swanson (Mgr. Cedar Valley District), Ron E. Unser
(Mgr. Quad Cities District), Jeanette I. Lose (Mgr. Credit), Barb J. Anderson
(Executive Assistant), Bill G. Stowe (Mgr. Electric Operations), Dave L.Graham
(Mgr. Electric Energy Services), Jim 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.), Chuck R.
Montgomery (Sr. Attorney), Steve R. Weiss (Sr. Attorney), Terry R. Fox
(Attorney), J. Chris 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).
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 owns 305 shares of IES Common Stock.
Chris M. Swanson's wife owns 12 shares of IES Common Stock.
<PAGE>
Other than as set forth herein, as of the date of the 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 Bob L. Lester, Steve R. Weiss or John
J. Cappello. MidAmerican disclaims beneficial ownership of any securities of IES
held by any pension plan of MidAmerican or by any affiliate of MidAmerican.
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.
<PAGE>
August 9, 1996
RECORDED MESSAGE
FOR 1-888-PRO-IOWA
Thanks for calling 1-888-PRO-IOWA.
Under the MidAmerican Energy merger proposal, if you're an IES shareholder you
would have a choice of receiving 39 dollars per share for your stock, or 2.346
shares of MidAmerican common stock, which was equivalent to $39 as of August
2nd. Your new IES dividend would be $2.82... a 42% increase over the Wisconsin
deal.
MidAmerican asks you not to return your green proxy card to IES. MidAmerican
will soon be sending IES shareholders a blue proxy card to use to vote against
the Wisconsin deal.
If you're a MidAmerican shareholder, you will get a stronger, Iowa based company
as a result of this merger proposal, with our strong commitment to your
dividend.
The participants in this proxy solicitation include MidAmerican, its directors
and executive officers, and certain employees of MidAmerican and Dillon Read &
Company. Certain of the individual participants own small amounts of IES common
stock, and Dillon Read may have long or short positions in securities of IES in
the ordinary course of its business.
Thanks again. If you have a question, please leave your name and telephone
number after the following disclaimer. A representative will take your name and
number and you will promptly receive a call back from a MidAmerican employee.
The participants in this proxy solicitation include MidAmerican, its
directors and executive officers, and certain employees of MidAmerican and
Dillon Read & Company. Certain of the individual participants own small
amounts of IES common stock, and Dillon Read may have long or short positions in
securities of IES in the ordinary course of its business. IES shareholders, call
toll-free 1-800-PRO-IOWA for more information.
<PAGE>
[The following document is being used by MidAmerican Energy Company Shareholder
Services to respond to IES shareholder questions]
8/9/96
Questions and Answers for
Shareholder Services
to use with IES shareholders
Question: I haven't sent in my IES proxy card yet. What should I do with it?
Answer: We ask that you not send in your IES proxy card. You will be receiving
proxy materials from MidAmerican soon. We ask that you sign, date and return the
blue proxy card that you will receive from MidAmerican.
Question: I've already returned my IES proxy card. What should I do?
Answer: It's not too late to change your vote. Only your latest dated card will
count. You may revoke the proxy you sent and vote against the approval and
adoption of the Wisconsin merger agreement and the proposed Wisconsin
transaction by simply signing, dating and mailing the blue MidAmerican proxy
card.
Question: I'm all for the merger of IES with MidAmerican. Answer: Would you like
to be included on our mailing list to receive additional information? Please
share your views with your fellow shareholders.
Question: When will proxy materials for the IES-MidAmerican merger be sent?
Answer: The proxy materials were filed with the Securities and Exchange
Commission on August 6, and the SEC is currently conducting its review process.
We expect to be through the SEC in 10 days or less from that date.
You should be receiving materials soon.
Question: Why is the IES-MidAmerican merger proposal better for IES
shareholders than the proposed Wisconsin transaction?
Answer: We believe the IES-MidAmerican merger proposal is significantly
superior to the Wisconsin transaction in every important respect:
* Based upon closing stock prices for Friday, Aug. 2, 1996, our proposal
represents a 31 percent premium above the IES common stock price, as compared to
only an 8 percent premium from the Wisconsin transaction--our proposal therefore
offers a 21 percent premium ($6.81 per share) above the implied value of the
Wisconsin transaction. The daily differential between our proposal and the
Wisconsin transaction will change based on the relative movements in the
MidAmerican and Wisconsin stock prices. The differential based on closing stock
prices yesterday was ________ (to be updated daily).
* Our proposal includes a pro forma dividend of $2.82 per IES share, a 34
percent increase above IES's current dividend rate, as compared to the pro forma
dividend in the Wisconsin transaction, which reduces IES's current dividend rate
by 5 percent--our proposal therefore offers a dividend which is $0.83 per share
or 42 percent higher than in the Wisconsin transaction.
* Our proposal gives IES shareholders a choice, subject to allocation, of
cash or, on a tax-free basis, stock in a combined company that we believe will
be a stronger and more highly competitive total energy provider for the region.
Question: Why doesn't IES want to merge with MidAmerican?
Answer: We really can't speak for IES.
<PAGE>
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 of MidAmerican (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: Phil G. Lindner (Group VP Corp.
Services and Chief Financial Officer), John A. Rasmussen (Group VP and General
Counsel), Ron W. Stepien (VP Strategic Planning & Corp. Dev.), Larry M. Smith
(Controller), Paul J. Leighton (VP & Corporate Secretary), J. Sue Rozema (VP
Investor Relations), Keith D. Hartje (Mgr. Corp. Communications), Alan L. Wells
(Mgr. Corp. Dev. & Strategy), Jack L. Alexander (Manager Human Resources), Bev
A. Wharton (President Gas Division), Lynn K. Vorbrich (President Electric
Division), Dave 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.), Jim
C. Galt (Mgr. Financial Planning), Rick T. Tunning (Mgr. Corp. Acctg.), John P.
Palmolea (Sr. Accountant), Merlyn F. Wiese (Senior Financial Analyst), Jim C.
Parker (Senior Bulk Power Engineer), Jim J. Howard (VP Gas Admin. Services),
Patrick A. Kirchner (Attorney), Maureen E. Sammon (Mgr. Benefits), Dave C. Caris
(Manager Governmental Affairs), Garry W. Osborne (Strategic Planner), George L.
Phillips (Mgr. Corp. Performance), Tom C. Watt (Mgr. Waterloo District), Ginger
A. Dasso (Mgr. Mississippi Valley), Greg B. Elden (Mgr. Siouxland District), Bob
L. Lester (Mgr. Des Moines District), Les A. Juon (Mgr. Sioux City District),
John A. Harvey (Mgr. Distribution Operations Support), Annette J. Johnston (Mgr.
Customer Support), Chris M. Swanson (Mgr. Cedar Valley District), Ron E. Unser
(Mgr. Quad Cities District), Jeanette I. Lose (Mgr. Credit), Barb J. Anderson
(Executive Assistant), Bill G. Stowe (Mgr. Electric Operations), Dave L.Graham
(Mgr. Electric Energy Services), Jim 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.), Chuck R.
Montgomery (Sr. Attorney), Steve R. Weiss (Sr. Attorney), Terry R. Fox
(Attorney), J. Chris 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).
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 owns 305 shares of IES Common Stock.
Chris M. Swanson's wife owns 12 shares of IES Common Stock.
<PAGE>
Other than as set forth herein, as of the date of the 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 Bob L. Lester, Steve R. Weiss or John
J. Cappello. MidAmerican disclaims beneficial ownership of any securities of IES
held by any pension plan of MidAmerican or by any affiliate of MidAmerican.
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.
<PAGE>
[The following radio announcements were made throughout Iowa by MidAmerican
Energy Company beginning August 9, 1996.]
ANNOUNCER:
We believe MidAmerican Energy's proposal to merge with IES Industries of Cedar
Rapids makes better sense -- much better sense -- than the other proposal IES
shareholders are now considering. The other plan would move control of the
company to Wisconsin, away from its customers. Unlike the Wisconsin deal,
MidAmerican's proposal would keep control of the company in Iowa, and decisions
affecting Iowa customers would continue to be made right here.
Get the full story on MidAmerican Energy's merger proposal to IES. Call this
toll-free number: 1-800-PRO-IOWA. Vote against the Wisconsin deal.
The participants in this proxy solicitation include MidAmerican, its
directors and executive officers, and certain employees of MidAmerican and
Dillon Read & Company. Certain of the individual participants own small
amounts of IES common stock, and Dillon Read may have long or short positions in
securities of IES in the ordinary course of its business. IES shareholders, call
toll-free 1-800-PRO-IOWA for more information.
ANNOUNCER:
Right now, shareholders of IES Industries of Cedar Rapids are voting on a
proposed merger with a Madison, Wisconsin-based utility company. If approved,
that merger would move control of the company up to Wisconsin, away from its
Iowa customers.
Before that vote, IES should take a good look at MidAmerican Energy's proposal
to merge with IES. Under the MidAmerican plan, decisions affecting Iowans would
be made here in Iowa. The company would be committed to economic development of
our state, not someone else's. And if you're an IES shareholder, we believe
MidAmerican's plan is better for you -- greater value for your stock, and a
higher dividend.
When you weigh the alternatives, the choice is clear. We believe MidAmerican
Energy's merger proposal to IES simply makes more sense for Iowa. Vote against
the Wisconsin deal.
The participants in this proxy solicitation include MidAmerican, its
directors and executive officers, and certain employees of MidAmerican and
Dillon Read & Company. Certain of the individual participants own small
amounts of IES common stock, and Dillon Read may have long or short positions in
securities of IES in the ordinary course of its business. IES shareholders, call
toll-free 1-800-PRO-IOWA for more information.
<PAGE>
