-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QyR5aKNmaTtJuGAqkTqESuy3DMK4C7txsYu0u2YkXIMb6al+XHaTVBt5UniXy0Sv 3pJzP7kFdHpghBidS73s0A== 0000928576-96-000038.txt : 19960903 0000928576-96-000038.hdr.sgml : 19960903 ACCESSION NUMBER: 0000928576-96-000038 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960830 SROS: BSE SROS: CSX SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IES INDUSTRIES INC CENTRAL INDEX KEY: 0000789943 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 421271452 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09187 FILM NUMBER: 96624574 BUSINESS ADDRESS: STREET 1: 200 FIRST ST SE CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 BUSINESS PHONE: 3193984411 FORMER COMPANY: FORMER CONFORMED NAME: IE INDUSTRIES INC DATE OF NAME CHANGE: 19910707 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MIDAMERICAN ENERGY CO CENTRAL INDEX KEY: 0000928576 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 421425214 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 666 GRAND AVE STREET 2: P O BOX 657 CITY: DES MOINES STATE: IA ZIP: 50306-9244 BUSINESS PHONE: 5152424300 MAIL ADDRESS: STREET 1: 666 GRAND AVENUE POST OFFICE BOX 9244 STREET 2: 666 GRAND AVENUE POST OFFICE BOX 9244 CITY: DES MOINES STATE: IA ZIP: 50306-9244 DFAN14A 1 DEFINITIVE ADDITIONAL MATERIALS - -------------------------------------------------------------------------------- SCHEDULE 14A (Rule 14A-101) Information Required in Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission [ ] Definitive Proxy Statement Only (as permitted by Rule14a-6(e)(2)) [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12 IES INDUSTRIES INC. (Name of Registrant as Specified in Its Charter) MIDAMERICAN ENERGY COMPANY (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [X] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: - -------------------------------------------------------------------------------- -1- [MidAmerican Energy News Release] [MidAmerican Energy Logo] Contact: Keith Hartje (Media) Sue Rozema (Investors) Chuck Burgess/Adam Miller (515) 281-2575 (515) 281-2250 Abernathy MacGregor Group (212) 371-5999 For Release: IMMEDIATELY MIDAMERICAN ASKS FERC TO REJECT IES FILING ------------------------------------------ Des Moines, Iowa (August 29, 1996) -- MidAmerican Energy Company (NYSE:MEC) continued its effort to obtain prompt regulatory approvals of its proposed merger with IES Industries Inc. (NYSE:IES) by filing a motion today with the Federal Energy Regulatory Commission (FERC) asking the FERC to reject a recent IES filing. On August 28, IES filed a motion with the FERC asking that MidAmerican's merger application be rejected. "We are confident that our merger application will move forward without interruption," said Stanley J. Bright, president and CEO of MidAmerican Energy. "We believe that our proposal is in the best interests of the shareholders of IES, MidAmerican Energy and the state of Iowa. Our FERC filing, which took place only 21 days after we announced our merger proposal, is an indication of our resolve and dedication to the pursuit of a MidAmerican/IES merger." IES took almost four months to file for approval regarding its proposed merger with WPL Holdings, Inc. and Interstate Power Company (The "Wisconsin deal"). IES' filing was amended as recently as July 29, 1996. Mr. Bright further explained that the proposed merger with IES will allow the two companies, which have contiguous and overlapping service territories, to realize synergies that the Wisconsin deal cannot match. MidAmerican previously announced it has filed a plan with the Iowa Utilities Board that would reduce or freeze prices for its retail customers in Iowa through the year 2001. If MidAmerican's proposal is approved, IES customers could realize savings from that plan. MidAmerican Energy Company, Iowa's largest utility, serves 635,000 electric customers and 600,000 natural gas customers in Iowa, Illinois, South Dakota and Nebraska. The Company is headquartered in Des Moines. # # # 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. [August 30, 1996 Newspaper Advertisement] Independent experts recommend voting against the Wisconsin Deal: ****************************************************************************** 'Vote AGAINST' Institutional Shareholder Services (ISS), Bethesda, MD An independent proxy voting advisory organization providing advice to holders of more than two million IES shares. 'Vote AGAINST' Edward Tirello, Jr., utilities analyst for NatWest Securities Corp., New York, NY "Vote AGAINST' E. B. Wright, Executive Vice President, Broker Dealer Financial Services Corp., Des Moines, IA IES shareholders: To make sure your vote counts, vote today! Your BLUE proxy must be received before Thursday, September 5. ******************************************************************************** Vote AGAINST the Wisconsin Deal Time is of the eseence. The IES meeting is September 5---only days away. Check the "Against" box; sign, date and mail your BLUE MidAmerican 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. If your stock is held by your brokerage, call your broker to make sure your shares are voted AGAINST. 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. [Newspaper Advertisement] Independent experts recommend voting against the Wisconsin Deal: ******************************************************************************** 'Vote AGAINST' "The MidAmerican transaction presents a financially superior offer to IES shareholders. We recommend that IES shareholders vote AGAINST the [Wisconsin] merger agreement." Institutional Shareholder Services (ISS), Bethesda, MD The nation's leading independent shareholder advisory organization. 'Vote AGAINST' "IES has provided no compelling reasons for its rejection of the MidAmerican offer..... We recommend that shareholders vote against the [Wisconsin deal] and in favor of MidAmerican's proposal." Nat West Securities Corp., New York, NY Value Line says 'MidAmerican's offer [is] better' "We still consider MidAmerican's offer better for IES. It represents a 25% dividend increase and a slightly higher stock-price premium than the WPL-IP arrangement." Value Line Investment Survey, August 23, 1996 ******************************************************************************** Your BLUE proxy must be received before Thursday, September 5. ******************************************************************************** Vote AGAINST the Wisconsin Deal Time is of the eseence. The IES meeting is September 5---only days away. Check the "Against" box; sign, date and mail your BLUE MidAmerican 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. If your stock is held by your brokerage firm, call your broker to make sure your shares are voted AGAINST. 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. -----END PRIVACY-ENHANCED MESSAGE-----