-----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, EuGFg+dxBWnlM/Ghwr5dPIcDWoGT5AE67YaU7bb+U+wCVSGel/L9baKGBfozDaPg g4nO08sCtjik7DmshWXipg== 0000928576-96-000034.txt : 19960830 0000928576-96-000034.hdr.sgml : 19960830 ACCESSION NUMBER: 0000928576-96-000034 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19960829 SROS: NYSE FILER: 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: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-10405 FILM NUMBER: 96622581 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 S-4/A 1 PRE-EFFECTIVE AMENDMENT TO FORM S-4 - -------------------------------------------------------------------------------- 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) IOWA 4924 42-1425214 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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 - -------------------------------------------------------------------------------- - ------------------------------------------------------ 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
- -------------------------------------------------------------------------------- Common stock, Not no par value 42,122,473 applicable $594,759,971 $205,090(1)
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (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.
SIGNATURE TITLE - ----------------------------------- ------------------------------ /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) /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 - ----------------------------------- 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)
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - -------------------------------------------------------------------------------- 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
-1- EX-99.(Z) 2 AUGUST 28, 1996 NEWSPAPER ADVERTISEMENT 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. EX-99.(AA) 3 WALL STREET JOURNAL NEWSPAPER ADVERTISEMENT 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. EX-99.(BB) 4 WESTERN UNION MAILGRAM 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. 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. 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 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. EX-99.(CC) 5 LETTER TO REGISTERED HOLDERS OF IES SHARES 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. 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. 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. EX-99.(DD) 6 LETTER TO INVESTMENT COMMUNITY 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. * 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. [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." 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. EX-99.(EE) 7 LETTER TO MEMBERS OF PROFESSIONAL INVESTMENT COMM. 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. 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. [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. [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. [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) ******************************************************************************** [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. [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. [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. EX-99.(FF) 8 FORMS OF FOLLOW-UP LETTERS TO IES SHAREHOLDERS 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 [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 -----END PRIVACY-ENHANCED MESSAGE-----