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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:
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[Newspaper advertisement appearing throughout the State of Iowa]
Benefits of a MidAmerican-IES merger:
********************************
LOWER or FROZEN PRICES for ELECTRICITY.
Why utility customers should support the
Iowa plan--not the "Wisconsin deal."
*******************************
Right now, shareholders of IES Industries Inc. are considering a proposed merger
with WPL Holdings of Wisconsin and Interstate Power Company of Dubuque.
There are many reasons we believe a new merger proposal from an Iowa-based
company-- MidAmerican Energy--makes better sense for IES shareholders, for the
state of Iowa and for employees and customers of both utilities.
A commitment to lower prices
MidAmerican Energy has already filed a pricing proposal with the Iowa Utilities
Board that would reduce or freeze electric rates for its customers through the
year 2001. If MidAmerican and IES were to merge, IES customers could also be
included in this proposal.
The Wisconsin deal offers no commitment to reduce rates.
A commitment to Iowa
An IES-MidAmerican merger would mean a much stronger force for Iowa economic
development than the Wisconsin deal could provide. Utility headquarters would
stay in Iowa and important decisions affecting our state would continue to be
made here, not Wisconsin or elsewhere.
A better deal for customers and employees...a better value for shareholders...a
better future for Iowa. The MidAmerican-IES merger is just a better idea for
everyone concerned.
********************************
To IES Shareholders...
IES shareholders will soon be receiving MidAmerican Energy proxy materials,
including a blue proxy card. We urge you not to return any green or white proxy
card sent to you by IES concerning the Wisconsin deal. (If you've already
returned your IES proxy card, you'll have a chance to change your vote.) For
shareholder information about the MidAmerican merger proposal, call this
toll-free number: 1-888-PRO-IOWA.
********************************
[MidAmerican Energy Logo]
[Participant legend]
<PAGE>
[Radio advertisement broadcast throughout State of Iowa]
[RADIO COPY: Compare The Offers]
ANNOUNCER:
There are lots of reasons a merger between IES Industries and MidAmerican Energy
is a better idea than the "Wisconsin deal" that IES shareholders are now being
asked to approve. But let the facts speak for themselves. Based on August 2nd
closing stock prices, your IES stock is worth 21% more in the MidAmerican
proposal than in the Wisconsin deal. Your dividend would be 42% greater with
MidAmerican than with the Wisconsin deal--an increase from the dividend you're
getting now. The MidAmerican proposal is a better idea for you, a better idea
for Iowa. Support it by voting against the Wisconsin deal.
[Summary of participant legend]
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 amount 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
1-888-PRO-IOWA for more information.
<PAGE>
[Radio advertisement broadcast throughout State of Iowa]
[RADIO COPY: Customer Benefits]
ANNOUNCER:
Why is a merger between IES Industries and MidAmerican Energy a better idea than
a merger between IES and a Wisconsin-based utility? What difference does it make
to you as a utility customer? Well, MidAmerican Energy has already filed a
proposal with the Iowa Utilities Board that would reduce or freeze electric
rates for its customers through the year 2001. If MidAmerican and IES merged,
IES customers could also be included in this proposal. The Wisconsin deal offers
no commitment to reduce electric rates. Support the merger of MidAmerican and
IES...better for you, better for Iowa.
[Summary of participant legend]
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
1-888-PRO-IOWA for more information.
<PAGE>
[Television advertisement broadcast throughout the State of Iowa]
[TV COPY: Economic Growth]
[VIDEO: Spokesperson walking through traditional, small Iowa town]
AUDIO:
IES Utility shareholders are voting on a plan to merge with a Wisconsin company.
This Wisconsin deal raises questions about our state's future.
I don't know about you, but I prefer the merger proposal that MidAmerican Energy
has made to the IES board of directors. If these two Iowa companies were to join
forces, it could bring new strength to Iowa's economy. Jobs and business growth
are important for Iowa's future. And that's where the newly merged company would
focus its efforts.
The Wisconsin deal or the Iowa plan? MidAmerican's proposal makes more sense for
Iowa.
[Graphic presentation of summary participant legend]
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
1-888-PRO-IOWA for more information.
<PAGE>
[Television advertisement broadcast throughout the State of Iowa]
[TV COPY: Iowa Vista]
[VIDEO: Spokesperson walking along fenceline in an Iowa agricultural setting]
AUDIO:
Right now, some folks here in Iowa are making an important decision.
IES Utility Shareholders are voting on a plan to merge with a Wisconsin company.
If it passes, a corporate headquarters moves to Wisconsin.
There's a better plan...a merger proposal from MidAmerican Energy, an Iowa
company.
I think MidAmerican's proposal is better for shareholders, customers, in fact,
better for all Iowans.
That's the kind of plan I'd support...wouldn't you?
[Graphic presentation of summary participant legend]
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
1-888-PRO-IOWA for more information.
<PAGE>
[The following changes were made to training materials which were initially
filed on August 12, 1996]
[Questions and Answers]
Q. What is it going to take for the MidAmerican proposal to be successful?
A. 1. Most important is that IES fail to obtain the vote of the majority
of the outstanding shares FOR the merger agreement in the Wisconsin
deal. No and non-votes will therefore count AGAINST the Wisconsin
deal.
2. If IES fails to obtain the requisite majority, MidAmerican will
proceed with our proposal.
[BENEFITS OF THE MERGER]
BENEFITS FOR IES SHAREHOLDERS
* Bigger premium for IES shareholders - 31% premium above IES 8/2/96
common stock price
* Increase in dividend rate - 34% increase over current IES dividend rate
[Participant legend]
<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: 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.), 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. Osborne (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
8-14-96(2)
<PAGE>
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),
and Jean Olmstead.
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, Dawn M. Martino, Jay H. Dillavou, Brian J.
Gannon, Patricia M. Morin, Sarah L. Peters, Thomas B. Specketer, William E.
Turnbull, Mark C. Yocum or Jean Olmstead. 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
8-14-96(2)
<PAGE>
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.
8-14-96(2)
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