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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<PAGE>
The MidAmerican Deal: Less Than Advertised
Shareholders of IES Industries have an opportunity to vote to create a new
regional powerhouse, Interstate Energy Corporation. The YES vote is in the best
interest of IES shareholders, employees and customers and the State of Iowa.
The IES Industries Board of Directors carefully analyzed MidAmerican's hostile
takeover proposal and found a whole lot less than advertised.
The Truth is, MidAmerican's Bid Isn't What it Claims.
When you consider recent trading prices of MidAmerican stock, the fact that most
IES shareholders who take the cash option would incur a tax liability and the
fact that even with the most rapid regulatory approval process, the MidAmerican
transaction could take substantially longer to complete than ours, the value of
MidAmerican's proposal is considerably less than MidAmerican represents.
What Can You Do?
As an IES Industries employee, you can cast your vote in favor of the three-way
strategic alliance to form Interstate Energy. Talk with your neighbors, friends,
family, customers and business associates and encourage them to support the
merger among IES, WPL Holdings and Interstate Power Co. Every YES vote counts in
creating our vision for Interstate Energy Corporation.
How will MidAmerican Pay For Almost Half-A-Billion Dollars of Debt It May Take
On?
MidAmerican's preliminary proxy statement indicates it intends to pay for this
takeover the same way the corporate raiders of the 1980's did - through asset
sales and layoffs of Iowans. How else? Increased rates for customers? What is
MidAmerican's plan for how much Iowans will pay for energy supplied by a
combined MidAmerican and IES?
MidAmerican's Bid Could Hurt Its Own Shareholders.
MidAmerican's preliminary proxy statement fails to talk about the impact on
earnings per share for its shareholders under the hostile takeover plan. Even if
one assumes MidAmerican can achieve the synergies it claims - and we don't - we
think the deal would dilute MidAmerican's earnings per share in the first year
and beyond.
<PAGE>
MidAmerican Hasn't Kept Its Word.
In its last merger, MidAmerican said it would reduce employment by 250
positions. In fact they shed 850 positions in Iowa. MidAmerican's dividend is
less than it was 5 years ago. They promised that a previous merger would lead to
higher dividends but they ended up cutting it instead. What does this say about
their promises to IES shareholders and Iowa today?
- -- Take a closer look: MidAmerican's deal is an inferior deal for IES
shareholders, MidAmerican shareholders and Iowans.
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<PAGE>
