MIDAMERICAN ENERGY CO
S-4/A, 1996-08-29
ELECTRIC SERVICES
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- --------------------------------------------------------------------------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1996
                                                      REGISTRATION NO. 333-10405
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           -------------------------

                                  PRE-EFFECTIVE
                                 AMENDMENT NO. 8
                                       TO
                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           -------------------------

                           MIDAMERICAN ENERGY COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                              <C>                           <C>
IOWA                             4924                          42-1425214
(STATE OR OTHER JURISDICTION OF  (PRIMARY STANDARD INDUSTRIAL  (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)   CLASSIFICATION CODE NUMBER)   IDENTIFICATION
                                                                         NUMBER)
</TABLE>
                                666 GRAND AVENUE
                                  P.O. BOX 657
                            DES MOINES, IA 50303-0657
                                 (515) 242-4300
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           -------------------------

                                PHILIP G. LINDNER
                GROUP VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                           MIDAMERICAN ENERGY COMPANY
                                666 GRAND AVENUE
                                  P.O. BOX 657
                            DES MOINES, IA 50303-0657
                                 (515) 242-4300
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                           -------------------------

                                   Copies to:

                                  DAVID M. KIES
                                JOSEPH B. FRUMKIN
                               SULLIVAN & CROMWELL
                                125 BROAD STREET
                            NEW YORK, NEW YORK 10004

                           -------------------------

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  AS SOON
AS PRACTICABLE AFTER THE CONSUMMATION OF THE BUSINESS COMBINATION TRANSACTION
DESCRIBED HEREIN.

     If the  securities  being  registered  on this  form are being  offered  in
connection  with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /

                           -------------------------

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<S>                   <C>           <C>           <C>           <C>
- ------------------------------------------------------
                                    PROPOSED
                                    MAXIMUM PROPOSED
                                    OFFERING MAXIMUM
TITLE OF EACH CLASS                 PRICE PER     AGGREGATE
OF SECURITIES TO BE   AMOUNT TO BE  SHARE OF      OFFERING      AMOUNT OF
REGISTERED            REGISTERED    COMMON STOCK  PRICE         REGISTRATION FEE
</TABLE>

- --------------------------------------------------------------------------------

<TABLE>
<S>                   <C>           <C>           <C>           <C>

Common stock,                       Not
no par value          42,122,473    applicable    $594,759,971  $205,090(1)
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Previously paid.

                           -------------------------

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,  ACTING PRUSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       AMENDMENT TO REGISTRATION STATEMENT

         The Registrant hereby amends the Registration  Statement to incorporate
the exhibit or exhibits filed herewith and to add the following item or items to
Item 21. See  "Incorporation  of Certain  Information by Reference" in the Proxy
Statement contained in the Registration Statement.

Exhibit           Description

99(gg)            August 29, 1996 News Release - ISS Recommendations
99(hh)            August 29, 1996 Wall Street Journal Advertisement
99(ii)            Script for August 29, 1996 Analyst Call
99(jj)            August 29, 1996 Letters to Holders of 1,000 or More IES Shares
99(kk)            Additional Q&A To Respond to Questions From IES Employees


                                   Signatures

         Pursuant to the  requirements of the Securities Act, the registrant has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunto duly  authorized, in  the City of  Des Moines,  State of
Iowa, on the 29th day of August, 1996.

                                                  MIDAMERICAN ENERGY COMPANY

                                                  By /s/ S. J. BRIGHT

                                                  -----------------------------
                                                  S. J. Bright
                                                  President, Chief Executive
                                                  Officer and Director

         Pursuant to the  requirements  of the Securities  Exchange Act of 1933,
this report has been signed  below by the  following  persons in the  capacities
indicated, on the date set forth above.

<TABLE>
<CAPTION>
SIGNATURE                                            TITLE
- -----------------------------------     ------------------------------
<C>                                     <S>
  /s/  R. E. CHRISTIANSEN*              Chairman of the Board of Directors
- -----------------------------------     and Director
         R. E. Christiansen

  /s/  S. J. BRIGHT                     President, Chief Executive Officer
- -----------------------------------     and Director
         S. J. Bright

  /s/  P. G. LINDNER                    Group Vice President and Chief
- -----------------------------------     Financial Officer (Principal
         P. G. Lindner                  Accounting Officer)


<PAGE>



  /s/  J. W. AALFS*                     Director
- -----------------------------------
         J. W. Aalfs

  /s/  R. A. BURNETT*                   Director
- -----------------------------------
         R. A. Burnett

  /s/ R. D. CHRISTENSEN*                Director
- -----------------------------------
         R. D. Christensen

  /s/  J. W. COLLOTON*                  Director
- -----------------------------------
         J. W. Colloton

  /s/  F. S. COTTRELL*                  Director
- -----------------------------------
         F. S. Cottrell

  /s/  J. W. EUGSTER*                   Director
- -----------------------------------
         J. W. Eugster

  /s/  M. FOSTER, JR.*                  Director
- -----------------------------------
         M. Foster, Jr.

  /s/  N. GENTRY*                       Director
- -----------------------------------
         N. Gentry

  /s/  J. M. HOAK, JR.*                 Director
- -----------------------------------
         J. M. Hoak, Jr.

  s/s  R. L. LAWSON*                    Director
- -----------------------------------
         R. L. Lawson

  /s/  R. L. PETERSON*                  Director
- -----------------------------------
         R. L. Peterson

<PAGE>

  /s/  N. L. SEIFERT*                   Director
- -----------------------------------
         N. L. Seifert

  /s/  W. S. TINSMAN                    Director
- -----------------------------------
         W. S. Tinsman

  /s/  L. L. WOODRUFF*                  Director
- -----------------------------------
         L. L. Woodruff

         *By:  /s/  P. J. LEIGHTON
- -----------------------------------
         (P. J. Leighton
         as Attorney-in-fact of
         the persons indicated)
</TABLE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                        DESCRIPTION OF DOCUMENT
- --------------------------------------------------------------------------------
<C>               <S>

99(gg)            August 29, 1996 News Release - ISS Recommendations
99(hh)            August 29, 1996 Wall Street Journal Advertisement
99(ii)            Script for August 29, 1996 Analyst Call
99(jj)            August 29, 1996 Letters to Holders of 1,000 or More IES Shares
99(kk)            Additional Q&A To Respond to Questions From IES Employees

</TABLE>

                                       -1-



Exhibit 99(gg)

[MidAmerican Energy News Release]

[MidAmerican Energy Logo]

Contact:  Keith Hartje (Media) Sue Rozema (Investors) Chuck Burgess/Adam Miller
          (515) 281-2575       (515) 281-2250         Abernathy MacGregor Group
                                                       (212) 371-5999

For Release:  IMMEDIATELY


                 ISS RECOMMENDS THAT IES INDUSTRIES SHAREHOLDERS
                         VOTE AGAINST THE WISCONSIN DEAL
                     ---------------------------------------

Des Moines,  Iowa (August 28, 1996) --  MidAmerican  Energy  Company  (NYSE:MEC)
announced that  Institutional  Shareholder  Services (ISS), the nation's leading
independent  shareholder  advisory  organization,   today  endorsed  MidAmerican
Energy's  position and  recommended  that  shareholders  of IES Industries  Inc.
(NYSE:IES)  vote  against  IES's  proposed  merger with WPL  Holdings,  Inc. and
Interstate Power Company (the "Wisconsin deal").

"The MEC transaction presents a financially superior offer to IES shareholders,"
wrote ISS.  "We do not  believe the  [three-way  Wisconsin]  agreement  warrants
shareholder  support....  We recommend  that IES  shareholders  vote AGAINST the
merger agreement."

"If you plan to follow ISS's vote recommendation,  vote the BLUE dissident proxy
card and discard the WHITE management proxy card," wrote ISS.

"We are extremely pleased to receive this  recommendation  from ISS, the leading
advisor on proxy  contests and  corporate  governance  issues,"  said Stanley J.
Bright,  President and Chief  Executive  Officer of MidAmerican  Energy.  "ISS's
independent analysis is well-respected by both large and small shareholders, and
ISS's  recommendation  clearly  outlines the  advantages  of our  proposal.  IES
shareholders must seriously consider ISS's opinion when casting their votes."

MidAmerican's  merger  proposal offers IES  shareholders  the option of choosing
stock or cash.  IES  shareholders  receiving  stock will receive 2.346 shares of
MidAmerican  common stock per share of IES common stock on a tax-free  basis and
IES  shareholders  receiving cash will receive  $39.00 per share.  If holders of
more  than  40% of the  total  IES  shares  choose  to  receive  cash,  then all
shareholders  who elected to receive all cash will receive the same  combination
of cash and stock. A MidAmerican/IES  combination would provide  shareholders of
IES $3.27 more per share than the value of the consideration  they would receive
in the Wisconsin  transaction  (blended value of 40% cash and 60% stock based on
closing stock prices on August 28, 1996).  The MidAmerican  proposal also offers
IES  shareholders  a 25% dividend  increase  over the  dividend  proposed in the
Wisconsin transaction.

<PAGE>

MidAmerican  Energy Company,  Iowa's largest  utility,  serves 635,000  electric
customers and 600,000 natural gas customers in Iowa, Illinois,  South Dakota and
Nebraska.  The  Company  is  headquartered  in  Des  Moines.  Information  about
MidAmerican is available on the Internet at http://www.midamerican.com.

                                      # # #


MidAmerican  has filed  with the  Securities  and  Exchange  Commission  a proxy
statement and other  materials  relating to the  solicitation of proxies against
the proposed  IES/WPL/Interstate  transaction  and that proxy  statement and the
other materials are incorporated herein by reference.



Exhibit 99(hh)

[August 29, 1996 Wall Street Journal Advertisement]

                            An Important Message For
                          IES Industries Shareholders

                             Maximize Your Dividend

You are  currently  being asked to vote on a merger of IES  Industries  with WPL
Holdings,  Inc. and Interstate  Power Company (the  "Wisconsin  deal").  If that
merger is  approved,  you will be  deprived  of the  opportunity  to receive the
higher dividend being proposed in the MidAmerican transaction.

                  Which Dividend Check Do You Want to Receive?
                              The Choice is Yours.

                          What IES Wants To Send You:

           [Graphic presentation of annual dividend check for $450.00
                          to holder of 200 IES shares]

                      What MidAmerican Wants To Send You:

           [Graphic presentation of annual dividend check for $564.00
                         to holder of 200 IES shares]+

 +Based on MidAmerican dividend of $1.20 and exchange ratio of 2.346 shares of
          MidAmerican common stock for each share of IES common stock.

                          ----------------------------

Time is of the  essence--the  IES meeting is on September 5, only days away.  To
support the MidAmerican  proposal,  check the "Against" box, then sign, date and
mail your BLUE  MidAmerican  proxy today. We urge you NOT to return any green or
white proxy sent to you by IES. If you have already returned your IES proxy, you
can still  change your vote.  Only the  latest-dated  proxy will count.  If your
stock is held by your  broker,  you  should  call him or her to make  sure  your
shares are voted "Against" the Wisconsin deal.

                       Don't Settle for a Lower Dividend.
                        Vote AGAINST the Wisconsin Deal.

                                   IMPORTANT

For more information about the MidAmerican  Energy merger proposal,  please call
this toll-free number:
                         1-888-PRO-IOWA/1-888-776-4692

[MidAmerican Energy Logo]                                        August 29, 1996

MidAmerican  has filed  with the  Securities  and  Exchange  Commission  a proxy
statement and other  materials  relating to the  solicitation of proxies against
the  Proposed  Wisconsin  Transaction  and that  proxy  statement  and the other
materials are incorporated herein by reference.



Exhibit 99(ii)

[Script for August 29, 1996 Analyst Call]

                               MIDAMERICAN ENERGY

                             Conference Call Script
                                 August 29, 1996


Good morning,  ladies and gentleman.  I'm glad you could join us today.  This is
Stan Bright, president of MidAmerican Energy.

I want to take a few minutes this  morning to update you on recent  developments
in our proposal to merge with IES Industries.  Then, I'll be happy to answer any
questions you may have.

Before I get started,  I want to touch on some good news we've had over the past
week.  As many of you know, on August 26th,  we filed our  application  with the
Federal Energy Regulatory Commission (FERC) for approval of our proposed merger.
We think this  filing  brings us neck and neck in the race to obtain  regulatory
approval.

                                      - 1 -

<PAGE>

And,  just  yesterday  ISS,  the  nation's   leading   independent   shareholder
organization  recommended that IES shareholders vote against the Wisconsin deal.
So, as you can see, it's been a pretty positive week around here

Now I just want to let you know that we realize you have received a good deal of
information  from both MidAmerican and IES about the upcoming vote. I appreciate
that you've taken the time to wade through all of these materials and I hope you
feel that you have the tools you need to make your decision.

There are just a few items I want to talk about today before I take your
questions.

                                      - 2 -

<PAGE>

First of all, let me remind you of the superior financial terms of our proposal.
Our proposal  includes an annual  dividend of $2.82 per IES share,  which is 25%
higher than the $2.25 per share you would receive in the Wisconsin deal.

As you know, our proposal offers IES  shareholders a choice of stock or cash for
their shares. I would like to clarify that no shareholder choosing stock will be
required  to accept  cash.  Each share of stock will  exchanged  for stock only.
Shareholders  receiving  stock would receive 2.346 shares of MidAmerican  common
stock per share of IES  common  stock.  Of  course,  if you  choose  stock,  the
exchange will be entirely  tax-free.  Shareholders  receiving cash would receive
$39 per share of IES  common  stock.  If  holders of more than 40% of the shares
choose  cash,  we will  provide a  combination  of cash and stock on a pro-rated
basis.

                                      - 3 -

<PAGE>

Based on yesterday's  closing price, the blended value of our proposal is $38.47
per share. That's $3.27 per share higher than the Wisconsin deal. The next issue
I want to talk  about  is our  revised  synergies  estimate.  Since  we made our
proposal on August 4, we have identified  additional  synergies and cost savings
which we believe  would be generated in a  combination  of IES and  MidAmerican.
Based on publicly  available  information  about IES, we have made a preliminary
estimate that this  combination  would generate  savings of  approximately  $650
million over 10 years.

About half of those savings would come from workforce reductions, while the rest
would result from such items as the elimination of redundant non-labor expenses,
the  realization  of  purchasing  economies  of  scale,  the joint  dispatch  of
generating capacity,  and the avoidance of capital expenditures.  I also want to
point  out that our two  service  territories  overlap a great  deal,  while the
Wisconsin deal requires additional transmission interconnects.

                                      - 4 -

<PAGE>

We believe  the  MidAmerican  proposal  could be  completed  within 12 months of
executing a definitive  merger  agreement with IES. That means we could complete
the merger as early as the Wisconsin deal -- if not earlier.

MidAmerican  has a proven  track record of rapidly  integrating  mergers so that
shareholders  and  customers  realize  significant  benefits  quickly.  Our  two
previous  mergers  were each  completed in less than 12 months.  The  regulatory
structure of MidAmerican's proposed merger with IES closely resembles those last
two mergers,  and we believe that this proposed merger would also be approved by
regulators and shareholders within a similar time frame.

In contrast,  the Wisconsin deal is a complex three-way,  four-state transaction
that  requires  approval  from  more  regulatory  bodies  than  the  MidAmerican
proposal.   And,  the  three   companies  in  the  Wisconsin  deal  lack  direct
transmission  interconnection.  The  Wisconsin  deal was  announced in November,
1995,  more than nine months ago, and they have yet to receive  approval  from a
single regulatory agency.

Meanwhile,  as I mentioned  earlier,  only 21 days after  announcing  our merger
proposal,  we have already  filed an  application  with FERC for approval of our
proposed merger. We anticipate making the rest of our regulatory  filings within
one month of the signing of a definitive merger agreement with IES.

Many of you have  received  letters  and phone  calls from IES over the last few
weeks.  We believe that IES is trying to distract you from the central issues of
our proposal. We believe the MidAmerican proposal is financially superior to the
Wisconsin  deal;  it could be completed in the same  timeframe as the  Wisconsin
deal;  and it is a more  natural fit. But IES doesn't want you to focus on that.
We urge you not to let IES pull your attention away from the facts.

                                      - 5 -

<PAGE>

Finally,  I'd like to thank  you all for your  support  throughout  the last few
weeks.  It is  encouraging  to receive so many positive  comments from you, both
publicly  and  privately.  Just  recently,  for  example,  Value  Line  issued a
supplementary  report in which it called the MidAmerican  proposal  "better" for
IES.  And,  of  course,  to  reiterate,  we were  delighted  that  Institutional
Shareholder  Services  recommended in its report yesterday that IES shareholders
vote  against  the  Wisconsin  deal.  ISS  provides  a  valuable  service to its
institutional  subscribers and its  recommendations  are an important  factor in
their voting decisions. Now I'd be happy to answer any questions that you have.

[Q&A session]

CLOSE:  I'd like to thank  everyone  for  joining  us.  If  anyone  has  further
questions, please call Sue Rozema at (515) 281-2250.

                                      - 6 -



Exhibit 99(jj)

[August  29,  1996  Letter to  Holders of 1,000 or More IES Shares Who Hold Such
Shares in "Street Name"]

[MidAmerican Energy Company Letterhead]

                             IMPORTANT DEVELOPMENT

                                                                 August 29, 1996

DEAR IES SHAREHOLDER:

         On August 28, 1996,  Institutional  Shareholder  Services ("ISS"),  the
nation's leading independent proxy voting advisory service, endorsed MidAmerican
Energy's  position and  recommended  that its clients,  including  institutional
investors, mutual funds and other fiduciaries, VOTE AGAINST THE WISCONSIN DEAL.

         Here's what ISS wrote in its recommendation:

          * "[T]he MEC transaction  presents a financially superior offer to IES
            shareholders."

          * "[W]e do not believe the [three-way  Wisconsin]  agreement  warrants
            shareholder support."

          * "[D]espite the  financially  superior offer to purchase IES prior to
            the agreement being  negotiated with WPL and IPC,  management and
            the board of IES chose not to meet with representatives of MEC to
            discuss their offer to combine the companies. .....At the very
            least, the IES board should meet with MEC representatives to discuss
            its financially superior offer. ....."

          * "If you plan to follow ISS's  vote  recommendation,  vote the BLUE
            [MidAmerican] proxy card and discard the WHITE management card."

                            THE MIDAMERICAN PROPOSAL
                  HIGHER PRICE, HIGHER DIVIDEND, GREATER VALUE!

         Remember,  MidAmerican  is  offering  you  higher  value  and a  higher
dividend -- $2.82 per IES share -- a 25% higher  dividend than you would receive
in the  Wisconsin  deal. If you oppose the  Wisconsin  merger,  but have not yet
voted, you must do so now to ensure that your vote is counted.

                           TIME IS SHORT -- ACT TODAY

         To support the  MidAmerican  Proposal,  check the  "Against"  box, then
sign, date and mail the enclosed BLUE proxy today. We urge you NOT to return any
green or white proxy sent to you by IES. If you have already  returned  your IES
proxy, you can still change your vote. Only the  latest-dated  proxy will count.
Time is of the essence, so please act today.

<PAGE>

         If you have any questions or need assistance in the last-minute  voting
of your shares, please call us, toll-free, at 1-888-776-4692.

         Thank you for your continued support.

                                   Sincerely,

/s/ Russell E. Christiansen                              /s/ Stanley J. Bright
RUSSELL E. CHRISTIANSEN                                  STANLEY J. BRIGHT
Chairman of the Board                                    President and
                                                         Chief Executive Officer

                                    IMPORTANT

         If your IES shares are held in your name,  please sign, date and return
the  enclosed  BLUE proxy card  today.  If your shares are held in the name of a
brokerage  firm,  only your broker can vote your shares and only upon receipt of
your  specific  instructions.  Please call and instruct your broker to execute a
BLUE proxy card on your behalf.  You should also promptly sign,  date and return
your BLUE  card when you  receive  it from  your  broker.  Please do so for each
separate account you maintain.

         If you have any  questions  or need  assistance  in voting your shares,
please  call D. F. King & Co.,  at  (212)269-5550  or  MidAmerican  toll free at
1-888-776-4692.

         MidAmerican  has filed with the Securities and Exchange  Commission a
proxy statement and other  materials  relating to the  solicitation of proxies
against the proposed IES/WPL/Interstate transaction and that proxy statement and
the other materials are incorporated herein by reference.

<PAGE>

[August 29, 1996 Letter to Registered Holders of 1,000 or More IES Shares]

[MidAmerican Energy Company Letterhead]

                             IMPORTANT DEVELOPMENT

                                                                 August 29, 1996

DEAR IES SHAREHOLDER:

         On August 28, 1996,  Institutional  Shareholder  Services ("ISS"),  the
nation's leading independent proxy voting advisory service, endorsed MidAmerican
Energy's  position and  recommended  that its clients,  including  institutional
investors, mutual funds and other fiduciaries, VOTE AGAINST THE WISCONSIN DEAL.

         Here's what ISS wrote in its recommendation:

          * "[T]he MEC transaction  presents a financially superior offer to IES
            shareholders."

          * "[W]e do not believe the [three-way  Wisconsin]  agreement  warrants
            shareholder support."

          * "[D]espite the  financially  superior offer to purchase IES prior to
            the agreement being  negotiated with WPL and IPC,  management and
            the board of IES chose not to meet with representatives of MEC to
            discuss their offer to combine the companies. .....At the very
            least, the IES board should meet with MEC representatives to discuss
            its financially superior offer. ....."

          * "If you plan to follow ISS's  vote  recommendation,  vote the BLUE
            [MidAmerican] proxy card and discard the WHITE management card."

                            THE MIDAMERICAN PROPOSAL
                  HIGHER PRICE, HIGHER DIVIDEND, GREATER VALUE!

         Remember,  MidAmerican  is  offering  you  higher  value  and a  higher
dividend -- $2.82 per IES share -- a 25% higher  dividend than you would receive
in the  Wisconsin  deal. If you oppose the  Wisconsin  merger,  but have not yet
voted, you must do so now to ensure that your vote is counted.

                           TIME IS SHORT -- ACT TODAY

     To support the  MidAmerican  Proposal,  check the "Against" box, then sign,
date and mail the enclosed BLUE proxy today. We urge you NOT to return any green
or white proxy sent to you by IES. If you have already  returned your IES proxy,
you can still change your vote. Only the latest-dated proxy will count.  Time is
of the essence, so please act today.

<PAGE>

         If you have any questions or need assistance in the last-minute  voting
of your shares, please call us, toll-free, at 1-888-776-4692.

         Thank you for your continued support.

                                   Sincerely,

/s/ Russell E. Christiansen                              /s/ Stanley J. Bright
RUSSELL E. CHRISTIANSEN                                  STANLEY J. BRIGHT
Chairman of the Board                                    President and
                                                         Chief Executive Officer

                                    IMPORTANT

         If your IES shares are held in your name,  please sign, date and return
the  enclosed  BLUE proxy card  today.  If your shares are held in the name of a
brokerage  firm,  only your broker can vote your shares and only upon receipt of
your  specific  instructions.  Please call and instruct your broker to execute a
BLUE proxy card on your behalf.  You should also promptly sign,  date and return
your BLUE  card when you  receive  it from  your  broker.  Please do so for each
separate account you maintain.

         If you have any  questions  or need  assistance  in voting your shares,
please  call D.F.  King & Co.,  at  (212)269-5550  or  MidAmerican  toll free at
1-888-776-4692.

         FOR THE  INFORMATION OF IES  SHAREHOLDERS:  Please be advised that each
proxy card that you have  received or will  receive from  MidAmerican  is a card
with which you can vote (i) sharesof IES Common Stock  registered  in your name,
if any, and (ii) shares of IES Common Stock owned by you a a participant in each
of the following Company Plans: the IES Dividend Reinvestment and Stock Purchase
Plan, IES Employee Stock Purchase Plan, and the IES Bonus Stock  Ownership Plan,
if any.

         MidAmerican  has filed with the Securities and Exchange  Commission a
proxy statement and other  materials  relating to the  solicitation of proxies
against the proposed IES/WPL/Interstate transaction and that proxy statement and
the other materials are incorporated herein by reference.



Exhibit 99(kk)

[Additional Q&A For Use in Response to Questions From IES Employees]

Retirement                                                        Update 8/29/96

Q.    How will my health insurance plan be affected if IES were to merge with
      MEC?

A.    We cannot  guarantee what will happen with your health  insurance,  but we
      can tell you what we've done in the past.  In previous  mergers,  retirees
      remained on the health insurance plan they retired under.

Q.    What will happen to my retiree medical premiums?

A.    We cannot  guarantee what will happen with your retiree medical  premiums,
      but we can tell you what  we've  done in the past.  In  previous  mergers,
      retirees remained on the same premium structure they retired under.

Q.    IES is providing a 14% cost of living adjustment to their pension
      participants.  Can MEC guarantee that we will maintain that increase
      through a merger?

A.    MidAmerican would need to review the plan prior to making any promises.
      However, in previous mergers, retirees' pension amounts were not adjusted
      because of the merger.

Q.    Will MEC establish a separate trust fund for the IES pension plan
      participants?

A.    If the merger is successful, MidAmerican will review the current trusts.
      Until this review occurs, we are unable to answer your question.

Community Presence

Q.    What plans does MidAmerican have for the Centerville office(s)?

A.    MidAmerican has not formulated its plan for the Centerville office.
      MidAmerican has made a strong effort to maintain its community presence
      throughout its service territory.



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