IES INDUSTRIES INC
DEFA14A, 1996-09-03
ELECTRIC & OTHER SERVICES COMBINED
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                            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]      Defintive Additional Materials
[ ]      Soliciting Material Pursuant to Section 240.14a-11(c) or Section
         240.14a-12



                               IES INDUSTRIES INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

 -------------------------------------------------------------------------------
    (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 (Set forth the
         amount on which the filing fee is calculated  and state how it
         was determined):
- --------------------------------------------------------------------------------
(4)      Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5)      Total fee paid:
- --------------------------------------------------------------------------------


[ ]      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 



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         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:

         $500,063
- --------------------------------------------------------------------------------

(2)      Form, Schedule or Registration Statement No.:

         PRELIMINARY PROXY MATERIALS of WPL HOLDINGS,  INC., IES INDUSTRIES INC.
         and INTERSTATE  POWER COMPANY,  JOINT PROXY  STATEMENT of WPL HOLDINGS,
         INC., IES INDUSTRIES  INC. and INTERSTATE  POWER COMPANY AND PROSPECTUS
         of WPL HOLDINGS,  INC. and INTERSTATE  POWER COMPANY,  ON FORM S-4 FILE
         NO.  333-07931,  and SUPPLEMENT TO JOINT PROXY STATEMENT and PROSPECTUS
         SUPPLEMENT,  ON FORM S-4  amended  by FORM  S-4/A  FILE  NO.  333-10401
- --------------------------------------------------------------------------------

(3)      Filing Party:

         IES INDUSTRIES INC, WPL HOLDINGS, INC and INTERSTATE POWER COMPANY
- --------------------------------------------------------------------------------

(4)      Date Filed:
         JANUARY 18, 1996,  JULY 11,  1996,  AUGUST 19, 1996 and AUGUST
         22, 1996
- --------------------------------------------------------------------------------





<PAGE>

For Release:  August 28, 1996

Contact:  Diane Ramsey (Media)             Denny Vass (Financial)
          (319) 398-7288                   (319) 398-4475


                 IES URGES FEDERAL ENERGY REGULATORY COMMISSION
                        TO REJECT MIDAMERICAN APPLICATION


Calls MidAmerican Application An "Abuse of the Agency's Processes"


         CEDAR RAPIDS,  IOWA -- IES today filed a motion with the Federal Energy
Regulatory Commission (FERC) urging that body to reject the application filed on
August 26 by MidAmerican Energy as an "abuse of the agency's  processes." In its
motion,  the Company said, "the  Commission  must reject the MidAmerican  Merger
Application  on the  grounds  that no  merger  transaction,  indeed,  no  formal
proposal to shareholders, exists."

         Lee Liu, Chairman of the Board,  President and Chief Executive Officer,
said:  "MidAmerican's  FERC merger application is premature and we can't believe
it is anything more than a publicity stunt designed to confuse IES shareholders.
The Federal Energy Regulatory Commission reviews agreements between companies to
merge  or  tender  offers  by  acquirers  for the  shares  of  another  company.
MidAmerican   has  neither.   Its   application   must  be  merely  a  salvo  of
misinformation designed to break up the proposed merger of IES, IPC, and WPL."

         In its motion, the Company said, "Clearly, MidAmerican is attempting to
use its FERC filing to substitute for its  non-existent  transaction,  and so to
affect the outcome of the vote on the Interstate merger proposal. The Commission
should not countenance this abuse of its procedures."

         Mr. Liu said, "IES shareholders should not be confused by MidAmerican's
ploy.  Not only is  MidAmrican's  application  with FERC  improper at this time,
MidAmerican has also not yet submitted its proposal for antitrust  review by the
Department of Justice and Federal Trade Commission.  In contrast,  the three-way
IEC merger has already passed antitrust review at the Department of Justice.  To
suggest, as MidAmerican did in an advertisement in the Wall Street Journal, that
their FERC filing  brings  them 'neck and neck in the race to obtain  regulatory
approval'  is absurd  and  supports  our view that  their  filing was an abusive
public relations ploy. IES filed an application with the FERC on March 1, 1996.

         "I am  confident  that  IES  shareholders  understand  the  significant
differences  between the concrete  benefits  offered by the three-way merger and
the  countless  uncertainties  imbedded  in  every  aspect  of  the  MidAmerican
proposal," concluded Mr. Liu.



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