- --------------------------------------------------------------------------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1996
REGISTRATION NO. 333-10405
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
PRE-EFFECTIVE
AMENDMENT NO. 1
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(a) Training Materials for Personal Solicitation
99(b) August 19, 1996 News Release
99(c) August 20, 1996 Newspaper Advertisement
99(d) August 20, 1996 Television advertisement
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 20th 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
/s/ N. L. SEIFERT* Director
<PAGE>
- -----------------------------------
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(a) Training Materials for Personal Solicitation
99(b) August 19, 1996 News Release
99(c) August 20, 1996 Newspaper Advertisement
99(d) August 20, 1996 Television advertisement
</TABLE>
-1-
<PAGE>
Exhibit 99(a)
8/18/96 - Rev. #2
TRAINING DOCUMENTS
Item 1 General Information
Item 2 Telephone Solicitor Comment From Instructions and Sample
Item 3 Telephone Calling Procedures
Item 4 Steps to Vote Proxy
Item 5 Basic Numbers, Flow Chart and Sample Worksheet
Item 6 Benefits of the Merger
Item 7 Customer Benefits
Item 8 Chronology
Item 9 Regulatory Approvals
Item 10 Questions and Answers
Mid American 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>
8/18/96 - Rev. #2
Page 1 of 2
GENERAL INFORMATION
1. On September 5, IES shareholders are scheduled to vote on the
IES/WPL/Interstate merger which we call the "Wisconsin deal" because WPL
is a Wisconsin utility and its deal with IES would include establishing
the combined company's headquarters in Wisconsin. Because we are
convinced that our proposal offers substantial benefits to MidAmerican
and IES, we intend to ask IES shareholders to reject the proposed
Wisconsin deal.
MidAmerican's proxy materials were mailed to IES shareholders on August
19, 1996. We will be contacting shareholders of IES by telephone to urge
them to vote AGAINST the Wisconsin deal.
2. A script is provided as a guideline. Avoid reading it verbatim.
A. Keep calls simple and brief.
B. Be positive and friendly.
C. Be low pressure.
D. Do not be confrontational or argumentative.
3. Be specific in terms of the actions we are asking IES shareholders to
take (see STEPS TO VOTE PROXY.)
4. If you are asked questions that you are not comfortable answering, DO
NOT GUESS. If you don't know the answer, ask the shareholder for a
convenient time for someone to call them back. Make certain that you
write down the specific question on the reporting form provided and give
it to the Call Center Coordinator.
5. Do not make predictions on future events such as the market price of
MidAmerican's or IES' stock, future revenues or profits or dividends
(except as discussed in our materials), or the outcome of the IES annual
meeting (do not predict victory).
6. Always refer to the BLUE MidAmerican proxy card. The IES proxy card
may be green or white. It is likely IES will be mailing additional
proxy cards that may be different colors.
7. Encourage IES shareholders to sign, date and return the BLUE MidAmerican
proxy card as soon as possible. Early receipt of proxies will help us
assess our level of support and only the last proxy received will count.
<PAGE>
8/18/96 - Rev. #2
GENERAL INFORMATION - Page 2 of 2
8. Return of the BLUE proxy will not prevent a shareholder from voting in
person at the meeting if they are a shareholder of record. However, you
should encourage shareholders to vote by proxy card to ensure their vote
is properly counted.
Street name shareholders (shareholders whose stock is held in the name
of a bank, broker or other nominee instead of the shareholder) can only
vote through their bank, broker or other nominee so they will not be
able to vote at the meeting unless they make special arrangements with
their bank, broker or other nominee (through the issuance of a "legal
proxy"). The issuance of a "legal proxy" is a complex process, and
shareholders should be encouraged to simply send their proxy cards back
to their bank, broker or other nominee.
<PAGE>
TELEPHONE SOLICITOR COMMENT FORM INSTRUCTIONS
1. Forms contain confidential information about shareholders that should
not be shared with anyone else.
2. Forms have been sorted into ZIP code order in descending number of
shares.
3. Review your stack of forms to see if there is any duplication with
shareholders' names.
4. Print your name on the top of each form as "Solicitor".
5. Voting Indications (A-H) check the appropriate indication how the
shareholder intends to vote.
6. Other (I-M):
I. Deceased - if you are told the shareholder is deceased,
politely end the call.
(Note to callers only: the list contains only shareholders of
record; no one else can vote their shares.)
J. No answer - note the date and time called. Put the form on the
bottom of your stack; try again later. Keep "No Answer" forms
at the caller station so a later or earlier shift can try
again at a different time.
K. Telephone not in service - mark appropriately and turn in form.
L. Number changed to no listing - mark appropriately and turn in
form.
M. Answering machine - leave message (see telephone calling
procedures). Keep separately from other forms.
(Note to callers: If number has changed, write new number on the
form and call that number.)
7. Mail (N-O):
N. MidAmerican proxy materials, proxy card and return envelope -
indicate if proxy materials were not received and shareholder
requested to receive. Verify address with address on top of form
and indicate if address is new.
O. MidAmerican Investor Packet - indicate if shareholder
requested packet with annual report, most recent quarterly
earnings report, etc. Verify address.
<PAGE>
DRAFT 8/18/96 - Rev #3
TELEPHONE SOLICITOR COMMENT FORM INSTRUCTIONS - Page 2 of 2
8. Comments
Indicate any appropriate comments.
If shareholder tells you not to call back, indicate that information.
<PAGE>
MIDAMERICAN ENERGY COMPANY
Registered Shareholders
Telephone Solicitor Comment Form
Solicitor: _______________________________
Stockholder NAME, ADDRESS & TEL. # SHARES
Voting Indication
A. ( ) Mailed or will mail BLUE proxy E. ( ) Other (Please describe).
card voting AGAINST the
-------
Wisconsin Transaction.
B. ( ) Mailed or will mail BLUE card F. ( ) Undecided.
voting FOR the Wisconsin Transaction.
---
C. ( ) Mailed or will mail GREEN or G. ( ) Will not disclose vote.
WHITE proxy card voting
AGAINST the Wisconsin Transaction.
D. ( ) Mailed or will mail GREEN or H. ( ) Will not vote.
WHITE proxy card voting FOR
----
the Wisconsin Transaction.
Other
I. ( ) Deceased. L. ( ) Number changed to no
listing.
J. ( ) No answer. M. ( ) Answering Machine.
K. ( ) Telephone not in service.
Mail
N. ( ) MidAmerican proxy materials, ( )Same Address
proxy card and return envelope. ( )New Address (write below):
O. ( ) MidAmerican Investor Packet.
Comments (use reverse)
<PAGE>
MIDAMERICAN ENERGY COMPANY
NOBO Holders
Telephone Solicitor Comment Form
Solicitor: _______________________________
Stockholder NAME, ADDRESS & TEL. # SHARES
Voting Indication
A. ( ) Mailed or will mail BLUE proxy E.( ) Other (Please describe).
card voting AGAINST the
-------
Wisconsin Transaction.
B. ( ) Mailed or will mail BLUE card F.( ) Undecided.
voting FOR the Wisconsin Transaction.
---
C. ( ) Mailed or will mail GREEN or G. ( ) Will not disclose vote.
WHITE proxy card voting
AGAINST the Wisconsin Transaction.
D. ( ) Mailed or will mail GREEN or H. ( ) Will not vote.
WHITE proxy card voting FOR
----
the Wisconsin Transaction.
Other
I. ( ) Deceased. L. ( ) Number changed to no
listing.
J. ( ) No answer. M. ( ) Answering Machine.
K. ( ) Telephone not in service.
Mail
N. ( ) MidAmerican proxy materials, ( ) Same Address
proxy card and return envelope. ( )New Address (write below):
O. ( ) MidAmerican Investor Packet.
Comments (use reverse)
<PAGE>
Broker/Bank: ________________________
Account Rep: ________________________
Account No.: ________________________
<PAGE>
TELEPHONE CALLING PROCEDURES
The following script is provided to be used as a guideline. While it is
important to include all of the information, it is also important to speak
naturally using a conversational tone. Avoid reading the script verbatim.
"Hello, this is ______________________, an employee (retiree) with MidAmerican
Energy and I am calling you from _______________, Iowa, where I work."
"I have volunteered to call IES shareholders about MidAmerican's proposal to
merge with IES."
1. "Have you received the BLUE proxy card sent to you by MidAmerican
Energy recently?"
If yes: "Do you have any questions about the MidAmerican proposal?"
(Answer from the material provided.)
If no: Ask if they are a shareholder and provide any necessary
information about our merger proposal. (If they are not a shareholder,
end the conversation.)
2. "Could you tell me if you intend to vote AGAINST the Wisconsin deal?"
If yes: SEE STEPS TO VOTE PROXY. "Can we count on your continued
support against the Wisconsin deal?" (Thank them and end the
conversation.)
(Note: We are using the phrase "Wisconsin deal" because WPL is a
Wisconsin utility and because its deal with IES would include
establishing
<PAGE>
8/18/96 - Rev #2
TELEPHONE CALLING PROCEDURES - Page 2 of 3
the combined company's headquarters in Wisconsin. Explain this to
shareholders if they do not understand our use of the term "Wisconsin
deal").
2. "Could you tell me if you intend to vote AGAINST the Wisconsin deal?"
(continued from page 1)
If no: "Are you aware that the MidAmerican proposal will provide a 34%
increase over the current IES dividend rate and a 25% increase over the
dividend rate in the Wisconsin deal? Our exchange ratio also provides a
higher stock value based on present stock prices. And we have a $39.00
per share cash option for at least 40% of your shares.
SEE BENEFITS OF THE MERGER. (If an Iowa shareholder, stress the
benefits of building a regional company with headquarters based
in Iowa, etc.; otherwise, concentrate on the value of the stock
and dividend. Offer to run a comparison using the number of
shares they own to highlight the benefits of our proposal.)
If they still say No: "I would encourage you to take another look at the
MidAmerican proposal. The best way to do that is to read the proxy
materials that MidAmerican sent you. We believe our offer is still
superior to the Wisconsin deal. It provides a higher dividend and
greater stock value for IES shareholders. We would urge you to
reconsider and change your vote, and to vote AGAINST the Wisconsin
deal." (If responsive, proceed to STEPS TO VOTE PROXY. If not
responsive, politely end the conversation.)
3. "Do you have any additional questions?"
If not, "Thank you for your time and we appreciate your support. We will
be calling back to keep you informed of further developments."
(Note: If caller does not want to be called again, note in comment
section on form.)
<PAGE>
8/18/96 - Rev #2
TELEPHONE CALLING PROCEDURES - Page 3 of 3
If you reach an answering machine:
"Mr./Mrs./Ms. _______________________, this is _____________________, an
employee with MidAmerican Energy calling you from _______________, Iowa, where I
work. I'm calling about your vote on the proposed merger with IES and a
Wisconsin utility. If you want the opportunity to consider what we at
MidAmerican believe is a better offer from our company, please mail the BLUE
MidAmerican proxy card right away voting AGAINST the Wisconsin deal. Please
remember to SIGN and DATE your proxy card before mailing. If you have questions,
call toll-free 1-888-776-4692. Thank you."
<PAGE>
8/18/96 - Rev. #1
Page 1 of 2
STEPS TO VOTE PROXY
1. On the BLUE MidAmerican proxy card, vote AGAINST the approval
and adoption of the Wisconsin merger.
Sign, date and promptly mail the BLUE proxy card in the return envelope
enclosed with the MidAmerican proxy materials.
It is very important that you SIGN and DATE the BLUE proxy card;
remember only the proxy card with the latest date will be counted.
2. If you have already returned any IES proxy card (could be green or white
or other color besides blue), you can change your vote simply by
SIGNING, DATING and MAILING the BLUE MidAmerican proxy card (See Step
1).
3. DO NOT RETURN ANY PROXY CARDS SENT BY IES. IES will
likely be sending you additional proxy material. To avoid mistakes,
simply discard all IES' proxy cards.
4. PROXIES MUST BE RECEIVED NO LATER THAN SEPTEMBER
5TH TO BE COUNTED.
5. When you receive additional material from IES or MidAmerican and
have any questions, call us at 1-888-776-4692.
Note to Callers: If a shareholder is undecided on how they want
to vote, it is perfectly acceptable to abstain from voting
by marking the ABSTAIN box. It is also acceptable to vote
for election of the IES Board of Directors and still vote
against the Wisconsin merger.
<PAGE>
8/18/96 - Rev. #1
STEPS TO VOTE PROXY - Page 2
Other Voting Instructions
1. Multiple Accounts
Shareholders should sign, date and mail a proxy card for each and every
separate account maintained whether a registered shareholder, street
name shareholder, or both.
2. Proper Execution of Card
The proxy card should be signed exactly as the shareholder name appears
thereon. When stock is registered in two or more names (joint tenants or
tenants-in-common, for example), all registered owners should sign. When
signing as an attorney-in-fact, executor, administrator, trustee or
guardian, shareholders should sign and give title as such. If a
corporation, shareholders should sign in corporate name by the president
or other authorized officer (i.e., MidAmerican Energy Company by Stanley
J. Bright, President and Chief Executive Officer). If a partnership,
please sign in partnership name by an authorized person (i.e., MEC, L.P.
by Stanley J. Bright, General Partner).
3. Street Name Holders
Registered shareholders, those who personally hold their own stock
certificates, have the power to directly vote their shares. The
situation is different however, for street name holders. When stock is
held in street name, through a bank, broker or nominee, generally the
bank, broker or nominee votes on behalf of the shareholder, but only
after receiving the shareholders' specific voting instructions.
Shareholders must sign, date and return the BLUE card to their bank,
broker or nominee for their shares to be voted. If a shareholder has
multiple street name accounts, they must return a BLUE card for each
account.
Shareholders should also call their broker with voting instructions, but
it is preferable that they also return the BLUE proxy card.
Brokers collect voting instructions from all their clients and issue one
card just prior to the meeting with cumulative voting responses from all
their clients.
4. Remember, each and every proxy is of importance no matter
how few shares are owned.
<PAGE>
8/18/96 - Rev. #1
Page 1 of 5
BASIC NUMBERS ASSOCIATED WITH THE TRANSACTION
Price of Stock:
MidAmerican is offering $39 of cash per IES share for up to 40% of the shares
and 2.346 shares of MidAmerican stock, with an implied value of $37.83 for each
remaining IES shares based on the August 16, 1996 closing price of MidAmerican
stock of $16 1/8 (fluctuates based on stock price changes). See below.
MidAmerican closing stock price on 8/16/96 = $16 1/8
$16 1/8 X 2.346 = $37.83
(MidAmerican
exchange ratio)
IES shareholders can opt for cash or stock
* If Shareholders holding more than 40% of the outstanding IES shares
choose cash, the 40% pool of cash will be prorated among those
shareholders choosing cash.
* If they want cash, they are guaranteed at least 40% cash.
* The stock portion of what you will receive is tax free. The cash portion
of what you will receive is taxable like any sale of stock for cash.
"We've been advised we cannot give any more tax information.
You'll need to contact your tax advisor."
<PAGE>
8/18/96 - Rev. #1
BASIC NUMBERS ASSOCIATED WITH THE TRANSACTION - Page 2 of 5
Dividend:
Current IES dividend = $2.10
Proposed dividend in the Wisconsin deal = Revised $2.25 (original
$1.99)
Proposed dividend in the MidAmerican Proposal = $2.82
The MidAmerican Proposal includes a proforma dividend of $2.82 per IES
share. This is a 34% increase over IES's current dividend rate and a 25%
increase over the revised Wisconsin deal (the proforma dividend was a
42% increase over the original Wisconsin deal).
Calculated by:
$1.20 X 2.346 = $2.8152 or $2.82
(Current MidAmerican (MidAmerican
dividend) exchange ratio)
Our analysis indicates that existing earnings and cash flow will be adequate to
fund the dividend at the current level. However, dividends are not guaranteed or
promised. NO company can guarantee a dividend in the future.
<PAGE>
8/18/96 - Rev. #1
BASIC NUMBERS ASSOCIATED WITH THE TRANSACTION - Page 3 of 5
Value:
IES stock price as of 8/2/96 (before our offer was announced) =$29.75 Value of
IES stock in the Wisconsin deal = $36.05* Value of IES stock in the MidAmerican
Proposal = $37.83* (stock portion)
$39.00 (cash portion)
(*Based on 8/16/96 closing prices.)
Examples:
Shareholders with 100 shares of IES stock:
Current annual IES dividend = $210.00 Annual dividend in the Wisconsin
deal = Revised $225.00
(original $199.00)
Annual dividend in the MidAmerican Proposal = $282.00
If you own 100 shares of IES stock and opt for 100% stock:
Proposed MidAmerican Dividend
100 shares IES X 2.346 = 234.60 shares of MidAmerican stock
234.6**shares of MidAmerican X $1.20 = $281.52 (Proposed annual
(Current MidAmerican MidAmerican dividend)
MidAmerican dividend)
(**The 6/10 of a share is a fractional share that would be paid for in cash)
<PAGE>
8/18/96 - Rev. #1
BASIC NUMBERS ASSOCIATED WITH THE TRANSACTION - Page 4 of 5
Compared to current IES dividend of $2.10 per share:
100 shares of IES X $2.10 = $210.00 (current annual IES dividend)
Under the MidAmerican plan, you would receive $71.52 more annually. This
represents a 34% greater dividend than your current IES dividend.
Compared to revised Wisconsin deal dividend of $2.25 per share:
100 shares of IES X $2.25 = $225.00 (proposed annual dividend
under revised Wisconsin deal)
Under the MidAmerican plan, you would receive $57.00 more annually. This
represents a 25% greater dividend than the revised Wisconsin deal dividend.
<PAGE>
[The following is an outline presentation of a flowchart for shareholder
question regarding cash or stock]
Revision 1
8/19/96
Page 5 of 5
I. Does Shareholder want cash?
A. No.
1. Shareholder will receive 2.346 Shares of MidAmerican stock for each
share of IES Industries stock.
2. End
B. Yes.
1. Do IES shareholders holding more than 40% of IES shares want cash?
a. No.
- Shareholder will receive $39 per share of all shares of IES
Industries stock.
b. Yes.
- Cash distribution will be prorated based upon the number of IES
shareholders requesting cash
2. End
EXAMPLE
50% of IES shareholders choose the cash option, each shareholder selecting the
cash option will receive 0.40/0.50 = 80% cash and 20% stock.
% of shares % of shares % cash % stock
wanting wanting actually actually
cash stock received* received
10 90 100% 0%
20 80 100% 0%
30 70 100% 0%
40 60 100% 0%
50 50 80% 20%
60 40 67% 33%
70 30 57% 43%
80 20 50% 50%
90 10 44% 56%
100 0 40% 60%
*% of cash received by those shareholders wanting to receive cash
<PAGE>
8/18/96 - Rev. #1
WORKSHEET
Proposed MidAmerican Dividend
____________________ X 2.346 = __________________
(# shares of IES stock) (conversion ratio) (# shares of MEC stock)
____________________ X $1.20 = __________________ (A)
(# shares of MEC stock from (current annual MEC (MEC annual dividend)
calculation above) dividend per share)
Compared to current IES dividend:
____________________ X $2.10 = __________________ (B)
(# shares of IES stock) (Current annual IES (current IES annual dividend)
dividend per share)
Compared to proposed dividend under revised Wisconsin deal:
____________________ X $2.25 = __________________ (C)
(# shares of IES stock) (proposed annual (Proposed annual dividend
dividend per share under revised Wisconsin deal)
under revised
Wisconsin deal)
Compare: (A) Proposed MidAmerican dividend $______________
(B) Current IES dividend $______________
(C) Proposed dividend $______________
under revised Wisconsin deal
<PAGE>
8/18/96-Rev. #2
Page 1 of 2
BENEFITS OF THE MERGER
BENEFITS FOR IES SHAREHOLDERS
* The MidAmerican proposal remains financially superior to the
Wisconsin deal.
* IES shareholders who opt for stock would receive $37.83 per share (based
on 8/16/96 MidAmerican closing price) compared to $36.05 under the
Wisconsin deal. Those who elect to sell their stock for cash will
receive $39.00 for at least 40% of their shares.
* MidAmerican proposal provides IES shareholders with a $2.82 dividend
compared to only a $2.25 dividend under the revised Wisconsin deal.
* MidAmerican's exchange ratio provides a higher stock value based on
present stock prices.
* Contiguous and overlapping service territories - greater operational
efficiency.
* Maintains Iowa headquarters - decisions affecting Iowans remain in
Iowa.
* Estimated $650 million savings over 10 years for combined MEC/IES
Company.
<PAGE>
8/18/96 - Rev. #2
BENEFITS OF THE MERGER - Page 2 of 2
BENEFITS FOR MIDAMERICAN SHAREHOLDERS
* Positions MidAmerican to be a larger, stronger, more competitive
regional energy and communications company operating in Iowa, Nebraska,
South Dakota and Illinois.
* Maintains Iowa headquarters - decisions affecting Iowans remain in
Iowa.
* Contiguous and overlapping service territories - greater operational
efficiency.
* Estimated $650 million savings over 10 years for combined MEC/IES
Company.
* Iowa focused economic development effort.
<PAGE>
8/18/96 - Rev. #1
Page 1 of 1
WHAT'S IN IT FOR CUSTOMERS
o MidAmerican has proposed stable or declining electric prices for all
customers through 2001. MidAmerican's pricing proposal is currently on
file for approval by the Iowa Utilities Board. MidAmerican intends to
include IES customers in the pricing proposal if it is approved.
o MidAmerican's proposal would result in an Iowa-based company that would
have Iowa's best interests in mind.
<PAGE>
8/18/96 - Rev. #1
Page 1 of 2
CHRONOLOGY
November 1990 Iowa Resources merged with Midwest Energy to
form Midwest Resources.
July 1995 Midwest Resources merged with Iowa-Illinois to form
MidAmerican Energy.
October 3, 1995 Russ Christiansen/Stan Bright letter to Lee Liu
expressing interest in combining companies.
October 6, 1995 Lee Liu responds that IES is not interested.
October 10, 1995 Russ Christiansen/Stan Bright letter again
asking IES to discuss merger opportunities.
October 23, 1995 Russ Christiansen/Stan Bright letter sent to
Lee Liu outlining a merger proposal.
October 26, 1995 Lee Liu rejected proposal.
November 1995 IES announced merger with WPL and Interstate.
August 1, 1996 August 1993 standstill agreement expired. The
standstill agreement prevented either party from
making a proposal to acquire directly or indirectly,
each other.
August 4, 1996 Stan Bright letter sent to Lee Liu describing
MidAmerican's merger proposal.
August 5, 1996 IES acknowledged MEC proposal - indicated
would respond in due course.
<PAGE>
8/18/96 - Rev. #1
CHRONOLOGY - Page 2 of 2
August 6, 1996 Filed preliminary proxy material with SEC.
August 9, 1996 Letter from Stan Bright to IES shareholders
explaining merger.
August 16, 1996 IES announced rejection of MidAmerican's
merger proposal and announced a revised Wisconsin
deal.
August 19, 1996 MidAmerican to mail proxy materials to IES
registered shareholders.
September 5, 1996 IES shareholder meeting to vote on the
Wisconsin deal. If IES does not receive approval:
* MidAmerican will move forward with its merger
* MidAmerican believes that the IES board will
heed its shareholders wishes and meet with
MidAmerican to give IES shareholders a future
opportunity to approve a MidAmerican/IES merger
If the Wisconsin deal is approved, IES shareholders
will not have the opportunity to approve a MidAmerican/
IES merger.
<PAGE>
8/18/96-Rev. #1
Page 1 of 2
REQUIRED REGULATORY APPROVALS
Federal * Federal Energy Regulatory Commission
State * Iowa Utilities Board
* Illinois Commerce Commission
(The Wisconsin deal also requires the approval of the
Wisconsin Public Service Commission)
Filings will also be made with:
* Federal Trade Commission under the Hart-Scott
Rodino Act
* Nuclear Regulatory Commission
MidAmerican has a track record of successfully and quickly completing mergers.
We estimate the regulatory process can be completed within 8 to 12 months from
the time MidAmerican and IES reach an agreement to merge.
In our last merger, we:
* obtained most regulatory approvals within 9 months after the
announcement
* completed the merger in 11 months
<PAGE>
8/18/96 - Rev. #1
Required Regulatory Approval - Page 2 of 2
By contrast, more than nine months after announcing the Wisconsin deal, we
believe the three companies still have a long way to go in seeking and obtaining
regulatory approvals.
* they withdrew their filing with the Iowa Utilities Board on May 6
and have yet to refile.
* on July 29, 1996 they amended their Federal Energy Regulatory
Commission (FERC) filing, forcing them to essentially start that
approval process all over.
* their filing before the Wisconsin Public Service Commission is not
yet set for a hearing.
The Wisconsin deal is a complex three-way, four-state transaction between
companies that are not interconnected.
<PAGE>
8/18/96-Rev. #1
Page 1 of 4
QUESTIONS AND ANSWER
1. Q. Since IES management responded that it doesn't want to even discuss
a merger and we have started a proxy solicitation, why do we think
it will work?
A. We believe the MidAmerican proposal remains financially superior to
the Wisconsin deal. Our proposal would provide IES shareholders with a
significant premium over the consideration they would receive in the
Wisconsin deal. We believe that a majority of IES shareholders will
want to send their board and management a message that they should
meet with MidAmerican. We have successfully planned and implemented
our two most recent mergers more quickly, we believe, than any other
utility merger within the past several years. We are confident of our
ability to successfully complete this merger.
2. Q. As a shareholder and an employee, why should I be in favor of the
merger?
A. We believe very strongly that the combination of these two companies
will bring greater opportunities to our employees and increased
value to our customers and shareholders. Our proposed merger will
create a larger company with a regional energy and communications
growth strategy starting from an Iowa base. We believe the new
company will provide excellent opportunities, right here in Iowa,
for employees.
3. Q. What is it going to take for the MidAmerican proposal to be
successful?
A. 1. Most important is that IES not obtain the vote of a
majority of the outstanding shares for the merger agreement
in the Wisconsin deal. No and non-votes will therefore count
AGAINST the Wisconsin deal.
2. If IES fails to obtain the requisite majority, MidAmerican
will proceed with our proposal and we believe that the IES
board will heed its shareholders' wishes and meet with
MidAmerican.
<PAGE>
8/18/96 - Rev. #1
Questions and Answers - Page 2 of 4
4. Q. How is MidAmerican going to finance the transaction and where will
you get the money?
A. We expect to finance the cash portion of our proposal by selling
non-strategic assets and by using using debt for the remainder. We
are confident that there will be no problem in obtaining financing
or in servicing the debt with existing cash flows.
5. Q. What do you think the stock price or dividend will do?
A. We cannot speculate on future stock price or dividends.
(Redirect question to stock and dividend premium being offered.)
6. Q. Can you tell me specific information about my IES stock?
A. No, I do not have that information.
7. Q. Should I sell my stock?
A. We cannot give advice on whether or not to sell stock.
8. Q. What do you think earnings will do?
A. I can't comment on earnings. We expect over $650 million in cost
savings for a combined MidAmerican/IES Company in the next 10 years.
9. Q. Why is the MidAmerican stock price down?
A. It isn't unusual in these kinds of transactions for market price
movements to occur. We believe most people will evaluate the
transaction and will see the benefits to MidAmerican and IES over
the long term.
10. Q. Will MidAmerican change their name again?
A. No.
<PAGE>
8/18/96 - Rev. #1
Questions and Answers - Page 3 of 4
11. Q. Do MidAmerican shareholders have to exchange their stock?
A. No.
12. Q. What tax implications are there?
A. If you opt for cash, which is the equivalent of selling your
stock, it will be taxable just like selling any stock for cash
would be. If you opt for stock, it is non-taxable. Beyond that,
you will need to consult your tax advisor.
13. Q. Why is IES included, but Interstate is not?
A. Our proposal only includes IES. We believe combining with IES is a
strategic merger as we strive to become a regional energy and
communications company.
14. Q. Why is IES expressing concerns about the MidAmerican proposal?
A. IES management has not communicated directly with us. We can't
speak for IES management.
15. Q. Please respond to newspaper reports that say the proposed merger
will result in the loss of jobs at MidAmerican and IES.
A. Both the Wisconsin deal and our proposal will lead to
employment reductions. MidAmerican Energy and IES together
currently employ approximately 6,237 persons. Our
preliminary estimate of savings from the merger includes a
workforce reduction of approximately 450 positions from the
current combined employment level compare to a reductio of
750 positions in the Wisconsin deal. Under the MidAmerican
proposal that adjustment would be accomplished primarily
through normal attrition and other voluntary programs such
as early retirement and would be dispersed throughout the
service areas. We do not anticipate that layoffs will be
required in the proposed merged companies. We believe that
the merged company will be a strong competitor and a company
that will provide excellent employment opportunities.
<PAGE>
8/18/96 - Rev. #1
Questions and Answers - Page 4 of 4
16. Q. What about the $40 million breakup fee that IES will pay
if they don't proceed with the Wisconsin deal?
A. The breakup fee is factored into our proposal, but we are reviewing
the fee.
<PAGE>
Exhibit 99(b)
[The following is a news release by MidAmerican Energy issued to the public]
MidAmerican News Release
Energy
Contacts: Keith Hartje(Media)
(515) 281-2575
Sue Rozeman(Investors)
(515) 281-2250
Chuck Burgess/Adam Miller
The Abernathy MacGregor Group
(212) 371-5999
MIDAMERICAN ENERGY BEGINS SOLICITING PROXIES
FROM IES SHAREHOLDERS AGAINST THE WISCONSIN DEAL
DES MOINES, IA (August 19, 1996) -- MidAmerican Energy Company (NYSE: MEC) today
announced that it has filed with the Securities and exchange Commission (the
"SEC") a definitive proxy statement and other materials relating to the
solicitation of proxies against IES Industries Inc.'s (NYSE: IES_ proposed
merger with WPL holdings, Inc. And Interstate Power Company (the "Wisconsin
Transaction"). MidAmerican will being immediately mailing proxy materials to and
soliciting proxies from IES shareholders to be used at IES's shareholder
meeting, scheduled for September 5, 1996.
"We are disappointed that IES has decided to push ahead with a merger without
even talking with us. We believe the Wisconsin deal is demonstrably inferior to
MidAmerican's merger proposal and are confident that IES's shareholders will
recognize the substantial benefits inherent in a MidAmerican/IES combination,"
said Stanley J. Bright, President and Chief Executive Officer of MidAmerican.
"By filing these definitive proxy materials, we are giving IES shareholders the
opportunity to see for themselves the value of our merger proposal. We are
absolutely committed to completing this strategic merger for the benefit of
shareholders, customers, employees and the state of Iowa."
MidAmerican's proposal calls for a cash and stock merger with IES, comprised of
up to 40% cash and 60% MidAmerican common stock. IES shareholders receiving cash
will receive $39 per share of IES common stock and IES shareholders receiving
stock will receive 2.346 shares of MidAmerican common stock er per share of IES
common stock. A MidAmerican/IES combination would provide shareholders of IES
$2.25 more per share than the value of the consideration they would receive in a
proposed merger with WPL Holdings, Inc. And Interstate Power Company, based on
closing stock prices on August 16, 1996, along with at 25% dividend increase
over the dividend proposed in the Wisconsin Transaction.
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>
Exhibit 99(c)
[Newspaper advertisement published throughout the state of Iowa]
The MidAmerican-IES Merger Proposal
**************************************************
IES has again
turned down a proposal
we believe would be much better
for IES shareholders.
**************************************************
The MidAmerican Energy proposal offers IES shareholders a dividend 25% greater
than the one now proposed in the IES three-way merger which includes a Wisconsin
utility. IES has rejected this proposal without even discussing it with
MidAmerican.
In failing to discuss a proposal that would pay $114 more in annual dividends
for every 200 shares, IES continues to ignore a real opportunity to put more
money in their shareholder's pockets. It's time for shareholders to send IES a
message...
Compare Dividends Per Existing IES Share
Current IES Dividend--$2.10
The MidAmerican Proposal The Wisconsin Deal
$1.95
Original Proposed
Dividend (11/10/95)
$2.82 $2.01
Proposed Dividend 1st Revised
(8/2/96)* Dividend (5/22/96)
$2.25
2nd Revised
Dividend (8/16/96)**
*Based on MidAmerican dividend of $1.20 and conversion ratio of 2.346
**Based on WPL dividend of $1.97 and conversion ratio of 1.14
**************************************************
Vote AGAINST the Wisconsin Deal
IES shareholders are receiving proxy materials, including a BLUE proxy,
from MidAmerican in the mail this week. Simply sign, date and mail the BLUE
proxy as soon as you receive it. We urge you not to return any green or white
proxies 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. 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 the
other materials are incorporated herein by reference.
<PAGE>
Exhibit 99(d)
[Television advertisement broadcast throughout the state of Iowa]
[TV Copy: Better Plan]
[Video: TYPE OF COPY, WHITE AGAINST BLACK SCREEN. TYPE CRAWL OR OTHER MOVEMENT
IN SYNCH WITH ANNOUNCER. FADE IN IOWA VISTA, MIDAMERICAN ENERGY LOGO AND SHORT-
VERSION LEGEND. TO BLACK.]
Audio:
IES has again turned down MidAmerican Energy's merger proposal--without even
discussing it! Why won't they talk to us?
MidAmerican's proposal offers IES shareholders a much larger dividend than the
latest IES plan...25 per cent larger! MidAmerican's proposal would pay a
dividend of $2.82 per IES share, versus only $2.25.
Vote against the Wisconsin deal.
We believe MidAmerican's plan is better for shareholders...customers...employees
...and better for Iowa!
[Graphic presentation of legend]
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.
