- --------------------------------------------------------------------------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1996
REGISTRATION NO. 333-10405
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
PRE-EFFECTIVE
AMENDMENT NO. 7
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(z) August 28, 1996 Newspaper advertisement
99(aa) Wall Street Journal Newspaper Advertisement
99(bb) Western Union Mailgram
99(cc) Letter to Registered holders of IES shares
99(dd) Letter to investment community
99(ee) Letter to members of professional investment comm.
99(ff) Forms of follow-up letters to IES shareholders
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 28th 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(z) August 28, 1996 Newspaper advertisement
99(aa) Wall Street Journal Newspaper Advertisement
99(bb) Western Union Mailgram
99(cc) Letter to Registered holders of IES shares
99(dd) Letter to investment community
99(ee) Letter to members of professional investment comm.
99(ff) Forms of follow-up letters to IES shareholders
</TABLE>
-1-
Exhibit 99(z)
[Newspaper advertisement published in Iowa newspapers]
********************************************************************************
A leading financial analyst
recommends voting against
the IES Wisconsin Deal
********************************************************************************
"IES has provided no compelling reasons
for its rejection of the MidAmerican offer . . . .
We recommend that shareholders vote against
the [IES Wisconsin deal[ and in favor of
MidAmerican's proposal."
Recommendation by Edward Tirello, Jr.
respected utilities analyst for NatWest Securities Corp., New York, NY.
********************************************************************************
Vote AGAINST the Wisconsin Deal
IES shareholders have been sent proxy materials, including a BLUE proxy, by
MidAmerican Energy. Check the "Against" box; sign, date and mail the BLUE proxy
as soon as possible. We urge you not to return any green or white proxies sent
to you by IES. If you have already returned your IES proxy, we urge you to
change your vote and vote AGAINST the Wisconsin deal by sending in the BLUE
proxy. Only the latest-dated proxy will count. For more information about
MidAmerican's merger proposal, call this toll-free number:
1-888-PRO-IOWA (1-888-776-4692)
******************************************************************************
[MidAmerican Energy Logo]
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(aa)
[Letter to members of professionsl investment community which may hold shares of
individual holder in "street name".]
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 share of MidAmerican common stock for
each share of IES common stock.
A Leading Financial Analyst Has Made His Choice.
Edward Tirello, Jr., a respected utility industry financial analyst for NatWest
Securities Corp., has made clear his recommendation against the Wisconsin deal.
In a report to investors, he wrote:
"IES has provided no compelling reasons for its rejection of the MEC offer.....
We recommend that shareholders vote against the WPH proposal and in favor of
MEC's proposal."
-------------------------
To support the MidAmerican proposal, check the "Against" box, then sign, date
and mail your 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 short,
so please act today.
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 phone number:
1-888-PRO-IOWA/1-888-776-4692
[MidAmerican Energy Logo] August 28, 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 IES/WPL/Interstate transaction and that proxy statement and the
other materials are incorporated herein by reference.
Exhibit 99(bb)
[Western Union Mailgram sent to holders of 500 or more shares of IES]
(Western Union Mailgram logo)
Proxy Services
51 Mercedes Way
Edgewood, NY 11717
08/27/96 14:41:49
James A Sample
Churchill Communications Corp
Sample Mailgram
B:\5502.ASC 9611 08/27/96 14:41:28
123 Main Street
Anywhere, NY 12345-1234
TIME IS SHORT - VOTE BY PHONE TODAY August 27, 1996
DEAR IES SHAREHOLDER:
You are now voting on an issue that is critical to the future of your
investment in IES Industries. As you know, an alternative merger proposal has
been offered to IES by MidAmerican Energy, the largest, fastest-growing utility
company in Iowa, with 635,000 electric and 600,000 natural gas customers. We
believe the MidAmerican proposal to merge with IES is better in every way than
the proposed merger of IES with WPL Holdings, Inc. and Interstate Power Company
(the "Wisconsin deal"). WE URGE YOU TO VOTE AGAINST THE WISCONSIN DEAL.
Don't be swayed by IES' attempts to distract you from an honest
comparison of the MidAmerican proposal and the Wisconsin deal. We believe that
IES doesn't want you to focus on what we believe are the superior fundamentals
of our proposal. To vote, or change your vote, see instructions below.
LOOK AT THE FACTS
FACT: HIGHER VALUE. The MidAmerican proposal to merge with IES
Industries provides you two options, an exchange of stock for 2.346
MidAmerican shares for each IES share (a $37.83 value based on
August 23, 1996 closing prices) or $39.00 per share in cash.* In
contrast, the proposed Wisconsin deal offers a value of only
$34.91 per IES share, based upon a 1.14 exchange ratio at August 23,
1996 closing stock prices.
FACT: CHOICE. Shareholders can receive all stock if they choose, or
exchange their shares for cash.*
* 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. If you get a combination of cash and stock,
the stock portion will be entirely tax-free.
<PAGE>
FACT: TAX-FREE OPTION. Shareholders who exchange IES shares for
MidAmerican stock will receive new MidAmerican shares in a tax-free
exchange.
FACT: HIGHER DIVIDEND. The MidAmerican proposal offers an annual
dividend of $2.82 per IES Share - 25% higher than the $2.25 you
would receive in the Wisconsin deal. (Of course, if you elect to
receive cash for your shares, you will not continue to receive
dividends). In fact, until MidAmerican made its offer, the
Wisconsin deal included a dividend cut for IES shareholders.
FACT: SECURE DIVIDEND. For the twelve months ending June 30, 1996,
MidAmerican's earnings exceeded its dividend by more than 18%.
What's more, the savings we expect from a MidAmerican-IES merger
will more than offset the cost of any new debt we may take on to
accomplish that merger.
FACT: FINANCIALLY STRONG COMPANY. MidAmerican Energy has "A+" credit
rating from Standard & Poor's. That's higher than IES' current S&P
rating. Furthermore, we intend to pay down debt after the merger.
MidAmerican has over $800 million in non-core assets that we're
looking to redeploy into core energy and communications businesses,
including the proposed merger with IES.
FACT: RAPID TRANSACTION CLOSING. In the last five years, MidAmerican has
completed two similar mergers in less than twelve months, and we
believe this transaction can be completed in the same time frame.
In fact, MidAmerican has already filed its approval application with
the Federal Energy Regulatory Commission. MidAmerican strongly
believes that we can complete this transaction as soon as IES and
the other parties can complete the Wisconsin deal - if not earlier.
FACT: CLEAR STRATEGY. MidAmerican intends to become a major regional
energy and communications company. The fact that the combined
MidAmerican/IES would have a combined 41% holding in McLeod, Inc.,
a $1.2 billion publicly-traded telecommunications company, is
evidence of our intent.
IT'S NOT TOO LATE TO VOTE AGAINST THE WISCONSIN DEAL
Since time is short and your vote extremely important, we have established a
method to enable you to vote by toll-free telephone. Please follow the simple
instructions below.
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.
<PAGE>
VOTE AGAINST THE WISCONSIN DEAL
TIME IS OF THE ESSENCE
THE MIDAMERICAN PROPOSAL:
BETTER VALUE
BETTER DIVIDEND
BETTER STRATEGY
Sincerely,
RUSSELL E. CHRISTIANSEN STANLEY J. BRIGHT
Chairman of the Board President and Chief Executive Officer
MidAmerican has filed with the Securities and Exchange Commission a
proxy statement and other materials relating to the soliciation of proxies
against the Proposed IES/WPL/Interstate transaction and that proxy statement and
the other materials are incorporated herein by reference.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF MIDAMERICAN
ARE AVAILABLE TO ASSIST YOU NOW!!
INSTRUCTIONS
1. Call Toll-Free 1-800-521-8454 between 7:00 a.m. and 11:00 p.m. central time.
2. Tell the operator that you wish to send a collect ProxyGram to ID No. 5502,
MidAmerican Energy Company in opposition to IES Industries Inc.
3. State your name, address and telephone number.
4. State your bank or broker at which your shares are held and your control
number as shown below:
Name: (NA.1)
Bank/Broker: (Broker)
Control number: (ControlNum)
Number of shares: (NumShares)
PROXY SOLICITED BY MIDAMERICAN ENERGY COMPANY
IN OPPOSITION TO THE PROXY SOLICITED BY THE DIRECTORS OF
IES INDUSTRIES INC.
The undersigned, a holder of record of shares of common stock, without
par value (the "Shares"), of IES Industries Inc., an Iowa corporation ("IES"),
at the close of business of July 10, 1996 (the "Record Date"), hereby appoints
Stanley J. Bright, J. Sue Rozema and Paul J. Leighton, or any of them, the proxy
or proxies of the undersigned, each with full power of
<PAGE>
substitution, to attend the Annual Meeting of IES Shareholders to be held on
September 5, 1996 (and any adjournments, postponements, continuations or
reschedulings thereof), at which holders of Shares will be voting on, among
other things, approval of the Agreement and Plan of Merger, dated as of November
10, 1995, as amended (the "Merger Agreement"), among Interstate Power Company,
an Iowa corporation ("Interstate"), WPL Holdings, Inc., a Wisconsin corporation
("WPL"), IES, WPLH Acquisition Co., a Wisconsin corporation and a wholly-owned
subsidiary of WPL, and Interstate Power Company, a Wisconsin corporation and a
wholly-owned subsidiary of Interstate, providing for the combination of IES,
Interstate and WPL (the "Proposed Wisconsin Transaction"), and to vote as
specified in this proxy all the Shares which the undersigned would otherwise be
entitled to vote if personally present. If no vote is specified, the undersigned
will be deemed to have voted AGAINST approval of the Merger Agreement and to
have abstained on the election of directors. The undersigned hereby revokes any
previous proxies with respect to the matters covered in this Proxy.
THE BOARD OF DIRECTORS OF MIDAMERICAN ENERGY COMPANY RECOMMENDS A VOTE AGAINST
APPROVAL OF THE MERGER AGREEMENT. IF RETURNED CARDS ARE SIGNED BUT NOT MARKED,
THE UNDERSIGNED WILL BE DEEMED TO HAVE VOTED AGAINST APPROVAL OF THE MERGER
AGREEMENT AND TO HAVE ABSTAINED ON THE ELECTION OF DIRECTORS.
THE BOARD OF DIRECTORS OF MIDAMERICAN ENERGY COMPANY RECOMMENDS A VOTE AGAINST
PROPOSAL 1.
1. Approval of Merger Agreement
( ) AGAINST ( ) FOR ( ) ABSTAIN
2. The election of directors:
Nominees: C.R.S. Anderson; J. Wayne Bevis; Lee Liu; Jack R. Newman;
Robert D. Ray; David Q. Reed; Henry Royer;
Robert W. Schlutz; Anthony R. Weiler
( ) FOR ALL ( ) AGAINST ALL ( ) EXCEPTIONS ( ) ABSTAIN
EXCEPTION(S): (To withhold any individual nominee(s), give that
nominee(s) name to the operator.)
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournments, postponements,
continuations or reschedulings thereof.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE, PLEASE CALL US TOLL-FREE AT
1-888-776-4692.
Exhibit 99(cc)
[Letter to Registered holders of IES shares]
[MidAmerican Energy letterhead]
August 27, 1996
Dear IES Shareholder:
You are now voting on an issue that is critical to the future of your
investment in IES Industries. As you know, an alternative merger proposal has
been offered to IES by MidAmerican Energy, the largest, fastest-growing utility
company in Iowa, with 635,000 electric and 600,000 natural gas customers. We
believe the MidAmerican proposal to merge with IES is better in every way than
the proposed merger of IES with WPL Holdings, Inc. and Interstate Power Company
(the "Wisconsin deal"). We urge you to vote against the Wisconsin deal.
Don't be swayed by IES' attempts to distract you from an honest
comparison of the MidAmerican proposal and the Wisconsin deal. We believe that
IES doesn't want you to focus on what we believe are the superior fundamentals
of our proposal.
LOOK AT THE FACTS
FACT: Higher Value. The MidAmerican proposal to merge with IES
Industries provides you two options, an exchange of stock for 2.346
MidAmerican shares for each IES share (a $37.83 value based on August 23,
1996 closing prices) or $39.00 per share in cash.* In contrast, the
proposed Wisconsin deal offers a value of only $34.91 per IES share,
based upon a 1.14 exchange ratio at August 23, 1996 closing stock prices.
FACT: Choice. Shareholders can receive all stock if they choose, or exchange
their shares for cash.*
FACT: Tax-Free Option. Shareholders who exchange IES shares for MidAmerican
stock will receive new MidAmerican shares in a tax-free exchange.
FACT: Higher Dividend. The MidAmerican proposal offers an annual dividend
of $2.82 per IES Share - 25% higher than the $2.25 you would receive in
the Wisconsin deal. (Of course, if you elect to receive cash for your
shares, you will not continue to receive dividends). In fact, until
MidAmerican made its offer, the Wisconsin deal included a dividend cut
for IES shareholders.
FACT: Secure Dividend. For the twelve months ending June 30, 1996,
MidAmerican's earnings exceeded its dividend by more than 18%. What's
more, the savings we expect from a MidAmerican-IES merger will more than
offset the cost of any new debt we may take on to accomplish that merger.
* 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. If you get a combination of cash and stock, the
stock portion will be entirely tax-free.
<PAGE>
FACT: Financially Strong Company. MidAmerican Energy has "A+" credit rating
from Standard & Poor's. That's higher than IES' current S&P rating.
Furthermore, we intend to pay down debt after the merger. MidAmerican
has over $800 million in non-core assets that we're looking to redeploy
into core energy and communications businesses, including the proposed
merger with IES.
FACT: Rapid Transaction Closing. In the last five years, MidAmerican has
completed two similar mergers in less than twelve months, and we believe
this transaction can be completed in the same time frame. In fact,
MidAmerican has already filed its approval application with the Federal
Energy Regulatory Commission. MidAmerican strongly believes that we can
complete this transaction as early as the Wisconsin deal-if not earlier.
FACT: Clear Strategy. MidAmerican intends to become a major regional energy
and communications company. The fact that the combined MidAmerican/IES
would have a combined 41% holding in McLeod, Inc., a $1.2 billion
publicly-traded telecommunications company, is evidence of our intent.
VOTE AGAINST THE WISCONSIN DEAL - TIME IS OF THE ESSENCE
The MidAmerican Proposal:
Better Value
Better Dividend
Better Strategy
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.
Sincerely,
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 mail 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 prosy card on your behalf. You should also promptly sign, date and mail
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.
<PAGE>
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) shares of IES Common Stock registered in your name,
if any, and (ii) shares of IES Common Stock owned by you as 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 soliciation of proxies
against the Proposed IES/WPL/Interstate transaction and that proxy statement and
the other materials are incorporated herein by reference.
Exhibit 99(dd)
[Letter to investment community holding shares on their own behalf.]
[MidAmerican Energy letterhead]
ATTENTION PROFESSIONAL INVESTMENT COMMUNITY:
* Higher Value - The MidAmerican proposal to merge with IES Industries
provides IES shareholders with two options: an exchange of stock for
2.346 MidAmerican shares for each IES share (a $37.83 value based on
8/23/96 closing prices) or $39.00 per share in cash.* In contrast, the
proposed Wisconsin deal offers a value of only $34.91 per IES share,
based upon a 1.14 exchange ratio at 8/23/96 closing stock prices.
* Choice - Shareholders can receive all stock if they choose, or exchange
their shares for cash.*
* Tax-Free Option - Shareholders who exchange IES shares for MidAmerican
stock will receive new MidAmerican shares in a tax-free exchange.
* Higher Dividend - The MidAmerican proposal offers an annual dividend of
$2.82 per IES share - 25% higher than the $2.25 a shareholder would
receive in the Wisconsin deal. (Of course, if you elect to receive cash
for your shares, you will not continue to receive dividends.) In fact,
until MidAmerican made its offer, the Wisconsin deal included a
dividend cut for IES shareholders.
* Secure Dividend - For the twelve months ending June 30, 1996,
MidAmerican's earnings exceeded its dividend by more than 18%. What's
more, the savings we expect from a MidAmerican-IES Merger will more
than offset the cost of nay new debt we may take on to accomplish that
merger.
* Financially Strong Company - MidAmerican Energy has an "A+" credit
rating from Standard & Poor's. That's higher than IES' current S&P
rating. Furthermore, we intend to pay down debt after the merger.
MidAmerican has over $800 million in non-core assets that we're looking
to redeploy into core energy and communications businesses, including
the proposed merger with IES.
* Rapid Transaction Closing - In the last five years, MidAmerican has
completed two similar mergers in less than twelve months, and we
believe this transaction can be completed in the same time frame. In
fact, MidAmerican has already filed its approval application with the
Federal Energy Regulatory Commission. MidAmerican strongly believes
that we can complete this transaction as soon as IES and the other
parties can complete the Wisconsin deal - if not earlier.
* 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. If a shareholder
gets a combination of cash and stock, the stock portion will be
entirely tax-free.
<PAGE>
* Clear Strategy - MidAmerican intends to become a major regional energy
and communications company. The fact that the combined MidAmerican/IES
would have a combined 41% holding in McLeod, Inc., a $1.2 billion
publicly-traded telecommunications company, is evidence of our intent.
VOTE AGAINST THE WISCONSIN DEAL!!!
TIME IS OF THE ESSENCE!!
The MidAmerican Proposal:
Better Value
Better Dividend
Better Strategy
To preserve your opportunity to consider the MidAmerican proposal, it
is vital that you vote AGAINST the Wisconsin Transaction. Please remember that
time is of the essence and each and every vote is important.
If you would like additional copies of our materials, or have any
questions, please call us toll-free at 1-(888) 776-4692.
Thank you for your assistance.
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.
<PAGE>
[Newspaper advertisement appearing in the August 27, 1996 Wall Street Journal]
An Important Message For
IES Industries Shareholders
Time Is Money
Our FERC Filing Brings Us Neck And Neck In The Race To
Obtain Regulatory Approval.
Don't be swayed by IES' attempts to distract you from an honest comparison of
the MidAmerican proposal and the Wisconsin deal. The regulatory structure of
MidAmerican's merger proposal closely resembles its two previous mergers, each
of which was completed in less than 12 months. We are confident we can complete
a merger with IES within that same time frame after signing a definitive merger
agreement.
We Believe A MidAmerican/IES Merger Could Be Completed In Less Than 12 Months
The sooner a merger is completed, the sooner you can get your MidAmerican shares
(with a 25% higher dividend) or $39 per share in cash. The MidAmerican proposal
could be completed as early as the Wisconsin deal--if not earlier. The Wisconsin
deal is a complex three-way, four-state transaction that requires approval from
more regulatory bodies than the MidAmerican proposal. Plus, the three companies
in the Wisconsin deal lack direct transmission interconnection. The Wisconsin
deal was announced in November, 1996, more than nine months ago, and they have
yet to receive approval from a single regulatory agency. Meanwhile, only 21 days
after announcing our merger proposal, we have already filed an application with
the Federal Energy Regulatory Commission (FERC) for approval of our proposed
merger.
Compare the regulatory approvals each transaction needs:
The Wisconsin Deal Needs: MidAmerican's Proposal Needs:
*Federal Energy Regulatory Commission *Federal Energy Regulatory Commission
*Iowa Utilities Board *Iowa Utilities Board
*Illinois Commerce Commission *Illinois Commerce Commission
*Nuclear Regulatory Commission *Nuclear Regulatory Commission
*Wisconsin Public Services Commission
*Minnesota Public Utilities Commission
*Securities and Exchange Commission
But don't just take our word for it. Read what George Bruder, a recognized
expert in FERC proceedings and a former President of the Federal Energy Bar
Association, wrote in an August 25, 1996 letter to IES shareholders (the full
text of Mr. Bruder's letter is available by calling 1- 888-776-4692).*
"I find no basis on which to conclude that the Federal Energy
Regulatory Commission is more likely to consider and decide either application
earlier than the other application, and I conclude that the two applications
likely will be decided in the same time frame."
<PAGE>
Still More Value
We believe MidAmerican's proposal still provides more value for IES
shareholders. Our proposal offers you a dividend 25% higher than the dividend in
the Wisconsin deal. Only our proposal would give you $3.39 more per IES share,
based on closing stock prices on August 23, 1996. And only our proposal would
give you an optional cash election worth $39 per IES share. The choice is
yours.**
Dividend Per IES Share Value Per IES Share
[Bar Graph] [Bar Graph]+
The MidAmerican Proposal:
Greater Value, Proven Track Record, Fewer Regulatory Hurdles!
To support the MidAmerican proposal, check the "Against" box, then sign, date
and mail your 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 short,
so please act today.
Vote AGAINST The Wisconsin Deal
IMPORTANT
For more information about the MidAmerican Energy merger proposal, please call
this toll-free phone number: 1-888-PRO-IOWA/1-888-776-4692
[MidAmerican Energy Logo] August 27, 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 IES/WPL/Interstate transaction and that proxy statement and the
other materials are incorporated herein by reference.
* Mr. Bruder has performed legal consulting services in the past for a
predecessor company of MidAmerican Energy.
** 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. If you get a combination of cash and stock,
the stock portion will be entirely tax-free.
+ Based on August 23, 1996 closing stock prices. Blended value of MidAmerican
proposal based on 40% cash worth $39 per IES share and 60% MidAmerican common
stock worth $37.83 per IES share.
Exhibit 99(ee)
[Letter to members of professional investment community which may hold shares of
individual holder in "street name".]
[MidAmerican Energy letterhead]
ATTENTION PROFESSIONAL INVESTMENT COMMUNITY:
MUST READING BEFORE ADVISING CLIENTS WHO HOLD IES STOCK!!!
* Higher Value - The MidAmerican proposal to merge with IES Industries provides
IES shareholders with two options: an exchange of stock for 2.346 MidAmerican
shares for each IES share (a $37.83 value based on 8/23/96 closing prices) or
$39.00 per share in cash.** In contrast, the proposed Wisconsin deal offers a
value of only $34.91 per IES share, based upon a 1.14 exchange ratio at 8/23/96
closing stock prices.
* Choice - Shareholders can receive all stock if they choose, or exchange their
shares for cash.**
* Tax-Free Option - Shareholders who exchange IES shares for MidAmerican stock
will receive new MidAmerican share in a tax-free exchange.
* Higher Dividend - The MidAmerican proposal offers an annual dividend of $2.82
per IES share - 25% higher than the $2.25 a shareholder would receive in the
Wisconsin deal. (Of course, if you elect to receive cash for your shares, you
will not continue to receive dividends.) In fact, until MidAmerican made its
offer, the Wisconsin deal included a dividend cut for IES shareholders.
* Secure Dividend - For the twelve months ending June 30, 1996, MidAmerican's
earnings exceeded its dividend by more than 18%. What's more, the savings we
expect from a MidAmerican-IES Merger will more than offset the cost of nay new
debt we may take on to accomplish that merger.
* Financially Strong Company - MidAmerican Energy has an "A+" credit rating from
Standard & Poor's. That's higher than IES' current S&P rating. Furthermore, we
intend to pay down debt after the merger. MidAmerican has over $800 million in
non-core assets that we're looking to redeploy into core energy and
communications businesses, including the proposed merger with IES.
* Rapid Transaction Closing - In the last five years, MidAmerican has completed
two similar mergers in less than twelve months, and we believe this transaction
can be completed in the same time frame. In fact, MidAmerican has already filed
its approval application with the Federal Energy Regulatory Commission.
MidAmerican strongly believes that we can complete this transaction as soon as
IES and the other parties can complete the Wisconsin deal - if not earlier.
** If holders or 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. If a shareholder gets a combination of cash
and stock, the stock portion will be entirely tax-free.
* Clear Strategy - MidAmerican intends to become a major regional energy and
communications company. The fact that the combined MidAmerican/IES would have a
combined 41% holding in McLeod, Inc., a $1.2 billion publicly-traded
telecommunications company, is evidence of our intent.
<PAGE>
VOTE AGAINST THE WISCONSIN DEAL!!!
TIME IS OF THE ESSENCE!!
The MidAmerican Proposal:
Better Value
Better Dividend
Better Strategy
In order for your clients to preserve their opportunity to consider the
MidAmerican proposal, it is vital that they vote AGAINST the Wisconsin
Transaction. Please remember that time is of the essence and each and every vote
is important. Note that if your clients hold stock in "street name" they must
return their proxies directly to your proxy department or its agent in order for
their shares to be voted.
If you would like additional copies of our materials, or have any
questions, please call us toll-free at 1-(888) 776-4692.
Thank you for your assistance.
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.
<PAGE>
[Analyst report]
Utilities
Edward Tirello, Jr. Barbara Coletti Joseph Garcia
(212) 602-4777 (212) 602-4774 (212) 602-4781
MIDAMERICAN ENERGY (MEC-NYSE)
Price 52-Wk. EPS P/E Ratios First Call Consensus Ind. 5 Yr. Proj. Mkt. Target
8/19/96 Range 1995A1996E1997E 1996E1997E 1996E1997E Yield Growth Rate Cap. Price
$15 7/8 $19-$14 $1.55 $1.51 $1.48 10.5x 10.7x $1.54 $1.55 7.6% 3.4% $1,600 NA
Return on Equity (96E): 10.1%
Book Value/Shr.: $11.57
Daily Volume: 105.7
Debt/Total Capital: 55%
Insider Holdings: 0%
Institutional Holdings: 16%
DJIA: 5692.41
ANOTHER HOSTILE ATTEMPT
* IES Rejects MEC's Proposal. On August 16, 1996, MEC announced that IES
Industries (IES-$33 7/8-NF) has rejected its merger proposal valued at
approximately $1.17 billion. On August 5, 1996, MEC had announced a proposed
merger with IES in a cash and stock transaction which would provide IES
shareholders with a significant premium over the consideration they would
receive in a proposed merger with WPL Holdings (WPH-$31 5/8-H) and Interstate
Power (IPW-$31 3/8-NF). Under the MEC proposal, IES shareholders would receive
$37.24 per IES share based on MEC's closing price on 8/15/96, and the
opportunity , as a whole, to receive $39 per share in cash for up to 40% of the
outstanding IES shares. Under the WPH deal, IES shareholders would received
$36.20 per IES share based on the WPH closing price on 8/15/96. In addition,
MEC's merger proposal would provide IES shareholders with a $2.82 dividend,
based on the exchange ratio of 2.346 IES shares per MEC share and MEC's current
annual dividend of $1.20 per share, in contrast to a $2.25 dividend under the
Wisconsin deal assuming that WPH maintains its current dividend policy.
* MEC is Not Giving Up. IES has provided no compelling reasons for its rejection
of the MEC offer. MEC is committed to its merger proposal and will solicit
proxies from IES shareholders urging them to reject the Wisconsin deal. The
offer, which is contingent upon receipt of all necessary approvals (i.e.,
shareholders, Iowa and Illinois commissions, FERC, SEC, Hart-Scott-Rodino), will
provide more than $500 million in cost savings during the first ten years
following consummation. It is anticipated that all necessary regulatory
approvals can be obtained within 12 months after execution of a definitive
merger agreement.
* Our Recommendation: Vote For the MEC/IES Combination. While on the surface it
appears that the proposed merger with MEC and IES would provide greater benefits
for IES shareholders than the transaction with WPH., we have adopted a position
of cautious support given the high payout (80% by the year 2000). We believe
that a hostile takeover can be completed. On September 5, 1996, IES shareholders
are scheduled to vote on the proposed transaction with WPH We recommend that
shareholders vote against the WPH proposal and in favor of MEC's proposal. A 50%
majority vote of outstanding shares is required for approval of the transaction.
[NATWEST SECURITIES logo]
NatWest Securities Corp. 175 Water Street, New York, N.Y. 10038
This report was prepared from data believed reliable but not guaranteed by
us without further verification or investigation, and does not purport to be
complete. It is not to be considered as an offer to sell or a solicitation of an
offer to buy the securities of the companies covered by this report. Opinions
expressed are subject to change without notice. NatWest Securities Corporation,
its affiliates, and others associated with it may have positions and may effect
transactions in securities of companies mentioned herein and/or may seek to
perform investment banking services for those companies. Copyright 1996 NatWest
Securities Corporation. Approved for publication in the United Kingdom by
NatWest Securities Limited. Incorporating Wood MacKenzie & Co. Ltd., an
affiliated company and member of The Securities and Futures Authority and the
London Stock Exchange.
<PAGE>
[MidAmerican Energy logo]
IMPORTANT DEVELOPMENT
The following important development was today reported as a news release:
NATWEST SECURITIES RECOMMENDS THAT IES INDUSTRIES
SHAREHOLDERS VOTE AGAINST THE WISCONSIN DEAL
Des Moines, Iowa (August 26, 1996) - NatWest Securities Corp. has
recommended to shareholders of IES Industries Inc. (NYSE:IES) that they vote
against the proposed merger with WPL Holdings, Inc. and Interstate Power Company
(the "Wisconsin deal"). NatWest also recommends that IES shareholders support
the alternative merger proposed by MidAmerican Energy Company (NYSE:MEC). Edward
Tirello, Jr., a respected utility industry analyst for NatWest Securities, wrote
in his report: "IES has provided no compelling reasons for its rejection of the
MEC offer . . . . We recommend that shareholders vote against the WPH proposal
and in favor of MEC's proposal."
We believe this important development may assist you in reaching your voting
decision.
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>
[Newspaper advertisement published in Iowa newspapers on August 27, 1996]
********************************************************************************
Here are some plain-truth
facts that IES hopes
you'll ignore
********************************************************************************
In a desperate effort to keep their Wisconsin deal from
coming apart, IES is attacking MidAmerican Energy Company. Yet
no matter how hard they try, they can't overcome these
facts about our merger proposal:
1 Our dividend is better.
MidAmerican's proposal would pay IES shareholders $2.82 per current IES share
vs. only $2.25 in the Wisconsin deal.* That's a 25% difference, yet IES is
hoping you'll overlook this fact and accept a lower dividend for your shares.
Who's kidding whom?
And, even if IES were able to grow their future dividends by 1% per
year, as suggested by a Wisconsin analyst, they wouldn't be able to match the
$2.82 dividend MidAmerican is offering now...for 23 years!
2 Our dividend is secure.
For the twelve months ending June 30, 1996, MidAmerican's earnings exceeded its
dividend by more than 18%!
What's more, the savings we expect from a MidAmerican-IES merger will
more than offset the cost of any new debt we may take on to accomplish that
merger.
3 We are financially sound.
MidAmerican Energy has an A+ rating from Standard & Poor's. That's higher than
IES' current S&P rating.
We intend to pay down debt after the merger. MidAmerican has $800
million in non- utility assets that we're looking to redeploy into utility
service and communications businesses, including the proposed merger with IES.
The bottom line is this. MidAmerican Energy is a strong,
Iowa-based company, with a proposal that offers more to IES
shareholders. Yet IES hopes you'll ignore the facts so they
can push ahead with their Wisconsin deal.
It's your choice...the higher-value MidAmerican proposal or the
less-for-your-money Wisconsin deal. Your vote will help determine which
direction IES takes.
********************************************************************************
Vote AGAINST the Wisconsin Deal
IES shareholders have been sent proxy materials, including a BLUE proxy, by
MidAmerican Energy. Check the "Against" box; sign, date and mail the BLUE proxy
as soon as possible. We urge you not to return any green or white proxies sent
to you by IES. If you have already returned your IES proxy, we urge you to
change your vote and vote AGAINST the Wisconsin deal by sending in the BLUE
proxy. Only the latest-dated proxy will count. For more information about
MidAmerican's merger proposal, call this toll-free number:
1-888-PRO-IOWA (1-888-776-4692)
********************************************************************************
<PAGE>
[MidAmerican Energy Logo]
*Amounts are based on a MidAmerican dividend of $1.20 and a conversion ratio of
2.346 shares of MidAmerican common stock per share of IES common stock; WPL
dividend of $1.97 and conversion rate of 1.14 shares of WPL common stock per
share of IES common stock.
MidAmerican has filed with the Securities and Exchange Commission a proxy
statement and other materials relating to the solicitation of proxies against
the proposal IES/WPL/Interstate transaction and thet proxy statement and other
materials are incorporated herein by reference.
<PAGE>
[Newspaper Advertisement Published in Iowa Newspapers on August 27, 1996]
Here are some questions
IES shareholders
should be asking
IES hasn't told its shareholders the whole story about the Wisconsin deal
they're trying to push through. If you're an IES shareholder, you should ask for
answers to these questions:
1. Why didn't IES tell its shareholders it had a better offer from MidAmerican
Energy back in October 1995 before it agreed to sell out to a Wisconsin company
at a price considerably less than what the company is worth? Now, they're again
rejecting our superior offer.
2. Why did the IES Board twice vote for deals reducing dividends for IES
shareholders, and only sweetened the deal when MidAmerican came along with its
higher-value proposal? And if IES gets a go-ahead for the Wisconsin deal, what
will happen to your dividend then?
3. Why is IES glossing over the complexity of the Wisconsin deal? After 10
months, a corporate structure has yet to be defined! Is the Wisconsin merger so
complex that IES will have to become a Wisconsin corporation and a Wisconsin
water utility?
4. Why does IES continue to reject MidAmerican's merger proposal? You should
also ask why the IES Board of Directors, at a meeting held just last week,
approved additional increases to the "Golden Parachutes" totaling $1.3 million
in salaries and benefits for certain IES executives?
Just whose money is that anyway?
Shareholders, don't let IES rush you into their Wisconsin deal without answering
these questions. Because the answers will affect you and your financial future.
Vote AGAINST the Wisconsin Deal
IES shareholders have been sent proxy materials, including a BLUE proxy, by
MidAmerican Energy. Check the "Against" box; sign, date and mail the BLUE proxy
as soon as possible. We urge you not to return any green or white proxies sent
to you by IES. If you have already returned your IES proxy, we urge you to
change your vote and vote AGAINST the Wisconsin deal by sending in the BLUE
proxy. Only the latest-dated proxy will count. For more information about
MidAmerican's merger proposal, call this toll-free number:
1-888-PRO-IOWA (1-888-776-4692)
[MidAmerican Energy logo]
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 other
materials are incorporated herein by reference.
<PAGE>
[Letter accompanying proxy materials mailed to IES Shareholders who hold shares
in "street" name]
[MidAmerican Energy Company Letterhead]
August 26, 1996
Dear IES Shareholder:
Enclosed please find materials recently forwarded to IES Industries
shareholders by MidAmerican Energy Company. You should be receiving this
material shortly from the broker or bank where you hold your shares. As
distribution of proxy materials can sometimes be delayed, we thought you would
appreciate receiving a copy of this material promptly.
If you have questions regarding MidAmerican Energy's merger proposal,
please call us toll-free at 1-888-776-4692. You may also contact your broker on
this important matter.
IES's Annual Meeting, scheduled for September 5, is only days from now
and your vote is important. To preserve your opportunity to consider the
MidAmerican merger proposal which offers you greater value, you should vote
AGAINST the Wisconsin deal. Please instruct your broker to execute a BLUE proxy
card on your behalf voting AGAINST the Wisconsin deal. You should also return
your BLUE proxy card by mail upon receipt to make sure that your shares are
voted.
Thank you for your interest and your prompt attention to this matter.
Sincerely,
/s/ J. Sue Rozema
J. SUE ROZEMA
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(ff)
[Forms of follow-up letters to IES shareholders]
[MidAmerican Energy Company Letterhead]
August ....., 1996
Shareholder's Name
Address
City, State Zip
Dear ....................:
Thank you for visiting with me today on MidAmerican Energy Company's proposal to
merge with IES. I thought the enclosed copy of an ad that we used on August 26,
1996 in the Des Moines Register would be of benefit.
Based on your .......... (example: 100) IES shares, you would receive an
indicated annual dividend of $.......... (example: $282.00) under the
MidAmerican proposal versus an indicated annual dividend of $..........
(example: $225.00) under the Wisconsin transaction.
I am also sending a blue proxy card and postage paid envelope. We urge you to
vote against the Wisconsin deal.
Should you wish to talk directly to me, call our toll free number and ask to be
transferred to me. My extension is ......... .
Sincerely,
Enclosures
<PAGE>
[MidAmerican Energy Letterhead]
August ....., 1996
Shareholder's Name
Address
City, State Zip
Re: IES Industries Inc./Wisconsin Proposed Merger
Dear ....................:
Thank you for visiting with me today regarding MidAmerican Energy Company's
proposal to merge with IES Industries Inc. Although you did not indicate if you
were planning on voting against the proposed merger of IES and Wisconsin Power &
Light, you did state that you understand the urgency in returning the blue proxy
card sent to you by MidAmerican.
Enclosed is a copy of a recent advertisement we used in the Des Moines Register,
a local newspaper published in Des Moines, Iowa, which may be of benefit. It
compares the indicated annual dividend under the MidAmerican merger proposal
with that of the Wisconsin transaction.
For an IES shareholder with .......... (example: 100) shares of IES stock, under
the MidAmerican proposal, the shareholder would receive an indicated annual
dividend of $.......... (example: $282.00) compared to an indicated annual
dividend of $.......... (example: $225.00) under the Wisconsin transaction.
I am also sending you a blue proxy card and postage paid envelope. We encourage
you to vote against the Wisconsin transaction.
Should you wish to talk directly to me, please call our toll free number
(888-776-4692) and ask to be transferred to my extension, ......... .
Sincerely,
Enclosures
