-----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, EEgkTuHDjjUElF546ila5Hjz0KjfHyDVUUqzwRv6mo9SWj58hPDmMYp+Z1MTNFUU 69BQQ2E/v0CNEGaQxKUhmw== 0000891836-96-000209.txt : 19960820 0000891836-96-000209.hdr.sgml : 19960820 ACCESSION NUMBER: 0000891836-96-000209 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960819 SROS: NYSE 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: 96617432 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 SOLICITING MATERIALS PURSUANT TO RULE 14A-12 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 party other than the registrant /x/ Check the appropriate box: / / Preliminary proxy statement / / Confidential, for Use of the Commission Only (as permitted by / / Definitive proxy statement Rule 14a-6(e)(2)) / / Definitive additional materials /x/ 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) Payment of filing fee (Check the appropriate box): / / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a- 6(j)(2). / / $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 [This filing amends the 14A filing made by MidAmerican Energy Company on August 16, 1996, by correcting the inadvertent omission of two pages in the MidAmerican press release that was filed.] [This press release was announced to the public by MidAmerican Energy] Contacts: Keith Hartje (Media) (515) 281-2575 Sue Rozema (Investors) (515) 281-2250 Chuck Burgess/Adam Miller Abernathy MacGregor Group (212) 371-5999 MIDAMERICAN ENERGY DISAPPOINTED BY IES REJECTION OF PROPOSED MERGER Will Solicit Proxies Against Wisconsin Deal ------------------------------------------- Des Moines, Iowa (August 16, 1996) -- MidAmerican Energy Company (NYSE: MEC) today commented on IES Industries Inc.'s (NYSE: IES) announcement that it has rejected MidAmerican's merger proposal. Stanley J. Bright, President and CEO of MidAmerican Energy, stated, "I am extremely disappointed that Mr. Liu and the IES Board of Directors continue to pursue the Wisconsin deal rather than seeking to maximize value for shareholders, customers and employees. IES has declined to discuss previous merger proposals with MidAmerican in pursuit of a less attractive Wisconsin deal. Our current proposal, which was made on August 4th and explained in greater detail in the attached August 11th letter to Mr. Liu, was rejected out of hand without so much as a meeting or a phone call. For some reason, Mr. Liu seems intent on a deal which moves corporate headquarters to Wisconsin. I'm frankly surprised by his actions. "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. Under our merger proposal, IES shareholders would receive $37.24 per IES share based on the MidAmerican closing price on August 15, 1996 and the opportunity, as a whole, to receive $39 per share in cash for up to 40% of the outstanding IES shares. Under the Wisconsin deal, IES shareholders would receive $36.20 per IES share based on the WPL closing price on August 15, 1996. In addition, our merger proposal would provide IES shareholders with a $2.82 dividend, based on the exchange ratio of 2.346 IES shares per MidAmerican share and MidAmerican's current annual dividend of $1.20 per share, in contrast to a $2.25 dividend under the Wisconsin deal assuming that WPL maintains its current dividend policy." Continued... 2 "IES has provided no compelling reasons for its rejection of our proposal nor have they explained their failure to communicate the obvious benefits of our merger proposal to their shareholders. We are committed to our merger proposal and will solicit proxies from IES shareholders urging them to reject the Wisconsin deal. "We are confident that we can obtain all necessary regulatory approvals within 12 months after execution of a definitive merger agreement. It is remarkable to us how slowly IES has proceeded in seeking and obtaining the necessary regulatory approvals for the three- way merger. In our last merger we had already obtained most approvals nine months after the announcement and completed the merger in eleven months. By contrast, IES appears to have made virtually no progress in the last nine months. In fact, IES doesn't even have a merger application on file in Iowa and has just recently amended its Federal Energy Regulatory Commission (FERC) filing in a manner that requires the FERC regulatory process to essentially start over," said Mr. Bright. IES, WPL and Interstate withdrew their merger filing before the Iowa Utilities Board on May 6 and have not refiled. The filing before FERC was amended on July 29th and renoticed on August 2nd and a procedural schedule for the FERC filing has not even been set. Their filing before the Wisconsin Public Service Commission is pending and not set for hearing. MidAmerican therefore concludes that the parties to the Wisconsin deal -- a complex three-way, four state transaction -- have not made significant progress in obtaining the requisite regulatory approvals. MidAmerican Energy Company, Iowa's largest utility, serves 635,000 electric customers and 600,000 natural gas customers in Iowa, Illinois, South Dakota and Nebraska. The Company is headquartered in Des Moines. Information about MidAmerican is available on the Internet at http://www.midamerican.com. 3 [The following letter was attached to the press release] [MidAmerican Energy Letterhead] August 11, 1996 Mr. Lee Liu Chairman of the Board, President & Chief Financial Officer IES Industries Inc. IES Tower 200 First Street, SE Cedar Rapids, IA 52401 Dear Lee: Although I have not been able to directly communicate with you, I have carefully read your most recent comments to the media. As you prepare for discussion with your Board, I know you will consider the enhanced benefits of our most recent offer to all your representative constituents. In contemplation of those discussions, I would like to emphasize the following significant changes which have occurred since our October, 1995 correspondence: o Our current proposal offers a transaction which is much more financially compelling to IES shareholders. The share price in our current offer is $39.00 per share including a $2.82 indicated dividend, as compared to $30.90 per share and a $2.52 indicated dividend mentioned in our prior correspondence. We have carefully considered each element of our offer, including the price and dividend. We are convinced that the price is fair and the combined company has the ability to grow earnings and maintain financial strength. Our analysis indicates the combined company will have strong cash flows which can easily support the dividend. o We have developed a market based regulatory plan currently under consideration by the IUB. This new approach to providing customer benefits while maintaining utility financial strength has received very positive support. We propose to apply this plan and its benefits to all IES customers. In addition, our analysis to date confirms our belief that the recently filed OCA action will ultimately have little impact on our company. o We have successfully merged the operations of our predecessor companies, exceeded estimated synergies, and are prepared to work with your organization to do it again. Our integration effort was designed to accomplish merger savings goals, while simultaneously minimizing the disruption to both our operations and the lives of our employees. We would intend to pursue the same objective again. 4 o We have demonstrated our commitment to key communities and economic development. As a combined gas and electric provider to Cedar Rapids, your city and surrounding areas would have a role equivalent with the other key communities in our service territory. o Our corporate strategy, which has evolved over the past year, is to become a regional energy and communications provider based in Iowa. My reading of your public comments suggests that your corporate vision is very similar. Our mutual low cost generation, strong service territories, and significant unregulated investments would make the combination of our companies an excellent strategic fit. In conclusion, we remain convinced that our proposal offers unique and unparalled benefits to all of our respective communities. We have been and remain impressed with the business and community leadership which has been provided by you, your IES management team, and your dedicated employees. These skills will compliment ours as we integrate and grow a stronger combined company. Sincerely, /s/ S.J. Bright 5 # # # SHARES OF IES INDUSTRIES INC. ("IES") COMMON STOCK HELD BY MIDAMERICAN ENERGY COMPANY ("MIDAMERICAN"), ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES, OTHER REPRESENTATIVES OF MIDAMERICAN AND CERTAIN OTHER PERSONS WHO MAY SOLICIT PROXIES, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND IES MidAmerican may solicit proxies against the IES/WPL Holdings, Inc./Interstate Power Company merger. The participants in this solicitation may include MidAmerican, the directors of MidAmerican (John W. Aalfs, Stanley J. Bright, Robert A. Burnett, Ross D. Christensen, Russell E.Christiansen, John W. Colloton, Frank S. Cottrell, Jack W. Eugster, Mel Foster, Jr., Nolden Gentry, James M. Hoak, Jr., Richard L. Lawson, Robert L. Peterson, Nancy L. Seifert, W. Scott Tinsman, Leonard L. Woodruff), and the following executive officers and employees of MidAmerican or its subsidiaries: Philip G.Lindner (Group VP and Chief Financial Officer), John A. Rasmussen (Group VP and General Counsel), Ronald W. Stepien (Group VP), Larry M. Smith (Controller), Paul J. Leighton (VP & Corporate Secretary), J. Sue Rozema (VP Investor Relations and Treasurer), Keith D. Hartje (Mgr. Corp. Communications), Alan L. Wells (Mgr. Corp. Dev. & Strategy), Jack L. Alexander (Manager Human Resources), Beverly A. Wharton (President Gas Division), Lynn K. Vorbrich (President Electric Division), David J. Levy (VP & Chief Information Officer),Charlene A. Osier (Mgr. Shareholder Services), Paul A. Bjork (Shareholder Admin.), Jackie A. Fulhart (Senior Shareholder Analyst), Marv E. Kingery (Shareholder Analyst), L. Jene Spurgin (IR Coordinator), Tom C. Foster (Finance & Investment Admin.), James C. Galt (Mgr. Financial Planning), Richard T. Tunning (Mgr. Corp. Acctg.), John P. Palmolea (Sr. Accountant), Merlyn F. Wiese (Senior Financial Analyst), James C. Parker (Senior Bulk Power Engineer), James J. Howard (VP Gas Admin. Services), Patrick A. Kirchner (Attorney), Maureen E. Sammon (Mgr. Benefits), David C. Caris (Manager Governmental Affairs), Garry W. Osborn (Strategic Planner), George L. Phillips (Mgr. Corp. Performance), Thomas C. Watt (Mgr. Waterloo District), Virginia A. Dasso (Mgr. Mississippi Valley), Greg B. Elden (Mgr. Siouxland District), Robert L. Lester (Mgr. Des Moines District), Lester A. Juon (Mgr. Sioux City District), John A. Harvey (Mgr. Distribution Operations Support), Annette J. Johnston (Mgr. Customer Support), Christian M. Swanson (Mgr. Cedar Valley District), Ron E. Unser (Mgr. Quad Cities District), Jeanette I. Lose (Mgr. Credit), Barb J. Anderson (Executive Assistant), William G. Stowe (Mgr. Electric Operations), David L. Graham (Mgr. Electric Energy Services), James E. Wilson (Mgr. Regulatory Affairs), Chuck H. Golliher (Mgr. Purchasing), Sally A. Robinson (Supv. Office Services), John F. McCarroll (Media and IR Coordinator), Kim K. Koster (Regional Communications Coordinator), Kelly I. Sankey (Customer Communications Coordinator), Tim D. Grabinski (Regional Communications Coordinator), Jodi E. Bacon (Manager HR Communications), Suzan M. Stewart (Mgr. Attorney Gas Law Dept.), Charles R. Montgomery (Sr. Attorney), Steven R. Weiss (Sr. Attorney), Terry R. Fox (Attorney), J. Christopher Cook (Attorney), Barb A. Pollastrini (Employee Communications Coordinator), Karen P. Johnson (Communications Specialist), Mary C. Nelson (Labor Relations Attorney), Janet H. Trentmann (Corporate HR Consultant), Tom Sweeney (Supv. Employment & Development), Gary Richardson (Mgr. Electric Operations), John J. Cappello (VP Marketing), Stephen E. Hollonbeck (Sr. VP Gas Operations), Stephen E. Shelton (Sr. VP Electric Distribution), James R. Bull (VP Generation), Mark W. Roberts (Mgr. Elec. Admin. Services), O. Dale Stevens (Mgr. Resource Planning), James Averweg (Mgr. Transmission), William D. Leech (Mgr. Generation), Brent E. Gale (VP Law & Reg. Affairs), Gregory C. Schaefer (Mgr. Elec. Rates & Regulation), Taylor S. Davis (Attorney), Karen M. Huizenga (Attorney), Robert P. Jared (Attorney), Randall B. Palmer (Attorney), Jean F. Stier (Shareholder Representative), L.T. Smith (Mgr. Loess Hills District), John H. Wetzel (Economic Development Consultant), Martha A. Matthews (MIS Analyst), David C. Weiss (Customer Coordinator), Jeffrey J. Gust (Sr. Bulk Power Engineer), Richard J. Singer (Mgr. Nuclear), James M. Howard (Customer Coordinator), Marcia L. Vest (Acct. Assist.), John T. Holmes (IT Training Coord.), Debra L. Calvert (Economic Development Consultant), Thomas H. Hutchins (Gas Engineer), Mark K. Etchen 6 (Supervisor Customer Coordination), Mary J. Brown (HR Analyst), Brian E. Johnson (Mgr. State Gov't Relations), LeAnne S. Turner (Customer Service), Robert M. Ockerman (Customer Coordinator), Connie L. Schwab (Customer Service), Juanita F. Mosher (Customer Coordinator Asst.), Robin B. Fortney (Sr. Environmental Coordinator), Deb J. Kraft (Secretary), Dian E. Nowell (Records Mgmt. Assist.), Joel D. Krusemark (Gas Technician), Michelle G. Sieren (Call Center Supr.), Linda W. Ruble (Employee Communications Coordinator), John L. Mehalovich, Rodney L. Schroeder (Customer Coordinator), Dawn M. Martino (Customer Coordinator), Jane M. Bushbaum (HR Consultant), William G. Nowell (Mgr. Electric Operations), Eric C. Heikes (Customer Coordinator) Nancy Lynn Hall (Customer Service Representative), Steven E. Verbeski (Manager, Corporate Insurance), David J. Anderson (Manager, Combustion Turbines), Donald A. York (Employment Development Specialist), Robert Wrobel (Operations Mgr. Appliance Service Div.), Roger Ringo (Marketing Representative), Evonne E. Schaaf (Administrative Assistant), JoAnne F. Hauserman (Records Management Assistant), Kyle M. Whitaker (Energy Consultant), Ralph C. Watts (Project Manager), Kristi B. Krueger (HR Analyst), Tina M. Johnson (Customer Coordinator), Tammy J. Summy (Customer Coordinator), Charles B. Woods (Customer Coordinator), Michelle A. Bernholtz (Energy Services Specialist), Alan R. Oneal (Sr. Bulk Power Engineer), Michele K. Sheehey (Energy Services Specialist), Kathryn M. Curran (Legislative Communications Coordinator), Patrick E. Keener (Mgr. Energy Consultants), Garrett O. Baldwin (Energy Consultant), Jennifer J. Chaplin (Customer Coordinator), Mark W. Albright (Sr. Engineer), Veronica L. Danner (Admin. Assistant), Teresa L. Nielsen (Admin. Assistant), Kenneth D. Setzkorn (Sr. Energy Consultant), Nancy J. Anderson (HR Assistant), Vickie L. Wonder (HR Analyst), Charles W. Krueger (Sr. Accountant), David R. Alberg (Energy Consultant), Janet K. Woods (Legal Assistant), Corey C. Phelps (Tree Trimming Specialist), Thomas P. Nolan (Payroll Tax Accountant), Polly Fortune (Financial Analyst), Sara J. Schillinger (Mgr. Gas Supply), Robert W. Vargason, Jr. (Corp. Safety & Facilities Supr.), Jeffrey S. Liittschwager (Sr. Accountant), Craig M. Nelson (Facility Coordinator), Edwin R. Kasner, James P. Diemer (Sr. ROW Agent), Teresa M. Anderson (Mgr. Property Accounting), Donald O. Jennings (MIS Analyst), Steven L Haacke (Mgr. Project Engineering), Larry L. Loring (Gen'l Mgr. Appliance Service Div.), James R. Rasley, Jr. (Energy Consultant), Jacqueline C. Cassity (Auditor), Diane S. McGee (IT Supervisor), Muriel A. Boggs (Drug Testing Admin.), Winston A. Morrill (Sr. Financial Analyst), Michelle Book (Property Accountant), Steven J. Kehoe (Sr. Energy Consultant), Jay H. Dillavou (Environmental Coordinator), Brian J. Gannon (Sr. Accountant), Patricia M. Morin (Energy Consultant), Sarah L. Peters (Communications Specialist), Thomas B. Specketer (Mgr. Gen'l Accounting), William E. Turnbull (Sr. Engineer), Mark C. Yocum (Mgr. Acct. Systems Support), Jean Olmstead, Monte G. Hauserman (Safety Training Coord.), Timothy A. Leach (Economic Development Consultant), Rex G. McClaflin (Energy Consultant), and Jeffrey S. Trometer (Supr. Corp. Security). 7 As of the date of this communication, MidAmerican had no security holdings in IES. Regina Rae Huggins, a person who will solicit proxies, is the beneficial owner of four (4) shares of common stock, no par value, of IES (the "IES" Common Stock"). John W. Colloton's wife is the beneficial owner of 250 shares of IES Common Stock with respect to which Mr. Colloton disclaims any beneficial ownership. Leonard L. Woodruff is the beneficial owner of 100 shares of IES Common Stock. Jackie A. Fulhart is the beneficial owner of 305 shares of IES Common Stock. Christian M. Swanson's wife is the beneficial owner of 12 shares of IES Common Stock. Other than as set forth herein, as of the date of this communication, neither MidAmerican nor any of its directors, executive officers or other representatives or employees of MidAmerican, or other persons known to MidAmerican who may solicit proxies, has any security holdings in IES except that MidAmerican has not yet been able to obtain any information with respect to the security holdings of IES, if any, of Steve R. Weiss, John J. Cappello, Stephen E. Hollonbeck, Gregory C. Schaefer, Robert P. Jared, L.T. Smith, Robin B. Fortney, Rodney L. Schroeder, Jay H. Dillavou, Brian J. Gannon, Patricia M. Morin, Sarah L. Peters, Thomas B. Specketer, Mark C. Yocum, Jean Olmstead, Rex G. McClaflin, or Jeffrey S. Trometer. MidAmerican disclaims beneficial ownership of any securities of IES held by any pension plan of MidAmerican or by any affiliate of MidAmerican. Although Dillon Read & Co. Inc. ("Dillon Read"), financial advisors to MidAmerican, do not admit that they or any of their directors, officers, employees or affiliates are a "participant," as defined in Schedule 14A promulgated under the Securities Exchange Act of 1934 by the Securities and Exchange Commission, or that such Schedule 14A requires the disclosure of certain information concerning Dillon Read, Ken Crews (Managing Director), James Hunt (Managing Director), Jeff Miller (Vice President), Jason Sweet (Managing Director), Forest Williams (Analyst), Jim Brandi (Managing Director), and Elliot Merrill (Analyst), in each case of Dillon Read, who may assist MidAmerican in such a solicitation. Dillon Read engages in a full range of investment banking, securities trading, market-making and brokerage services for institutional and individual clients. In the normal course of their business, Dillon Read may trade securities of IES for their own account and the account of their customers and, accordingly, may at any time hold a long or short position in such securities. As of the most recent practicable date prior to the date hereof as such information was available, Dillon Read did not hold any securities of IES. Except as disclosed above, to the knowledge of MidAmerican, none of MidAmerican, the directors or executive officers of MidAmerican or the employees or other representatives of MidAmerican named above has any interest, direct or indirect, by security holdings or otherwise, in IES. -----END PRIVACY-ENHANCED MESSAGE-----