Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________
WISCONSIN POWER AND LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Wisconsin 39-0714890
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 West Washington Avenue
Madison, Wisconsin 53703
(608) 252-3311
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
______________________________
Erroll B. Davis, Jr.
President and Chief Executive Officer
Wisconsin Power and Light Company
222 West Washington Avenue
Madison, Wisconsin 53703
(608) 252-3311
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
______________________________
with a copy to:
Benjamin F. Garmer, III R. Todd Vieregg, P.C.
Foley & Lardner Sidley & Austin
777 East Wisconsin Avenue One First National Plaza
Milwaukee, Wisconsin 53202 Chicago, Illinois 60603
________________________
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
________________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [_]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) of the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [X]
_________________
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit * Price * Fee
First Mortgage
Bonds . . . . $60,000,000 100% $60,000,000 $20,690
* Estimated in accordance with Rule 457(a) under the Securities Act of
1933 solely for purposes of calculating the registration fee.
________________________
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 this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 7, 1995
PROSPECTUS
$60,000,000
Wisconsin Power and Light Company
First Mortgage Bonds, Series AA, %,
due , 2025
____________________
Interest on the Bonds is payable semi-annually on
and of each year, commencing , 1996. The Bonds
will be subject to redemption, in whole or in part, at any time at the
option of the Company at the redemption prices set forth herein, provided
that, prior to , 2005, the Company may not redeem any of
the Bonds as part of any refunding operation involving the incurring by
the Company of any debt having an interest cost to the Company of less
than % per annum. See "Description of the Bonds--Redemption."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Price to Underwriting Proceeds to
Public(1) Discount(2) Company (1)(3)
Per Bond . . . . % % %
Total . . . . . . $ $ $
(1) Plus accrued interest from , 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
See "Underwriting."
(3) Before deduction of expenses payable by the Company estimated at
$165,000.
The Bonds are being offered by the Underwriters, subject to prior sale,
when, as and if issued to and accepted by them and subject to approval of
certain legal matters by counsel for the Underwriters and to certain other
conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is
expected that delivery of the Bonds will be made in New York, New York on
or about , 1995.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
Merrill Lynch & Co. PaineWebber Incorporated
The date of this Prospectus is , 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
Wisconsin Power and Light Company (the "Company") is subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission: Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and New York Regional Office, 7 World Trade Center, Suite
1300, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, such
reports, proxy statements and other information concerning the Company can
be inspected at the offices of the American Stock Exchange, 86 Trinity
Place, New York, New York 10006. Certain securities of the Company are
listed on such exchange.
The Company has filed with the Commission a Registration
Statement on Form S-3 under the Securities Act of 1933, as amended, with
respect to the securities offered hereby. This Prospectus does not
contain all of the information set forth in such Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made
to such Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of
the offering made by this Prospectus shall be deemed to be incorporated in
this Prospectus by reference and to be a part hereof from the respective
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Prospectus
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this Prospectus modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the documents that
have been or may be incorporated in this Prospectus by reference (not
including exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents). Requests should be
directed to Daniel A. Doyle, Vice President - Finance, Controller and
Treasurer, Wisconsin Power and Light Company, 222 West Washington Avenue,
Madison, Wisconsin 53703 (Telephone: (608) 252-3311).
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information and consolidated financial statements appearing
elsewhere in this Prospectus or in the documents incorporated in this
Prospectus by reference. All references to the Company herein include the
Company and all of its subsidiaries, except where the context otherwise
indicates.
The Company
The Company, a Wisconsin corporation and subsidiary of WPL
Holdings, Inc., is a public utility engaged primarily in generating,
purchasing, distributing and selling electric energy in portions of
southern and central Wisconsin. The Company also purchases, distributes,
transports and sells natural gas in parts of such areas and supplies water
in two communities. A wholly owned subsidiary of the Company supplies
electric, gas and water service principally in Winnebago County, Illinois.
The Company's service territory comprises an area of approximately 16,000
square miles. As of December 31, 1994, the Company furnished retail
electric service to approximately 371,000 customers in 663 cities,
villages and towns, and wholesale electric service to 27 municipal
utilities, one privately owned utility, three rural electric cooperatives
and one municipal electric utility which provides retail service to nine
communities. As of the same date, the Company provided retail natural gas
service to approximately 141,000 customers in 239 cities, villages and
towns.
The Offering
Security Being Offered . . . . $60,000,000 First Mortgage
Bonds, Series AA, %, due
, 2025 (the "Bonds")
Interest Payment Dates . . . . and
, commencing
, 1996
Redemption . . . . . . . . . . Redeemable at specified prices
at the option of the Company
at any time or from time to
time, provided that the Bonds
may not be redeemed prior to
, 2005 as part of a
refunding in which the
Company's interest cost is
less than % per annum
Use of Proceeds . . . . . . . . Repayment of short-term debt,
including short-term debt
incurred to reacquire and
retire $ million aggregate
principal amount of the
Company's First Mortgage
Bonds, Series V, 9.30%, due
December 1, 2025
<TABLE>
Selected Financial Information
<CAPTION>
Twelve Months Year Ended
Ended March 31, December 31,
1995 1994 1993 1992
(Unaudited)
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Income Statement Data:
Operating Revenues . . . . $659,488 $673,455 $644,384 $600,819
Income Before Interest
Expense . . . . . . . . $96,836 $101,613 $95,328 $91,290
Net Income for Common Stock $62,450 $ 68,184<F1> $60,177 $55,408
Ratio of Earnings to Fixed
Charges (unaudited) <F2> 4.05 4.37 3.80 3.47
<CAPTION>
At March 31, 1995 (Unaudited)
Percent of
As Capitalization
Actual Adjusted<F3> As Adjusted
(Thousands of Dollars)
<S> <C> <C> <C>
Capitalization:
First mortgage bonds, net <F4> $336,553 $ %
Preferred stock without
mandatory redemption . . . . 59,963 59,963
Common shareowner's investment 551,070 551,070
-------- ------- ---------
Total . . . . . . . . . . . . $947,586 $ 100.0%
========= ========== ========
_________________
<FN>
<F1> Net income for common stock for the year ended December 31, 1994 as
compared with the twelve months ended March 31, 1995 was positively
impacted by colder than normal weather in the first quarter of 1994
as well as by a reversal of a reserve which increased net income in
the 1994 first quarter by $2.9 million. The reserve reversal was
due to a favorable judgment in litigation involving the
administration of a coal contract.
<F2> For the purpose of computing the ratios of earnings to fixed
charges, earnings have been calculated by adding to income before
interest expense, Federal and state income taxes and the estimated
interest component of rentals. Fixed charges represent interest
expense, amortization of debt discount, premium and expense and the
estimated interest component of rentals. For the years ended
December 31, 1991 and 1990, respectively, the ratios of earnings to
fixed charges were 3.83 and 3.84, respectively.
<F3> As adjusted for the issuance of the $60,000,000 of Bonds offered
hereby and the retirement by the Company of $ of its
First Mortgage Bonds, Series V, 9.30%, due December 1, 2025, through
the incurrence of short-term debt which will be repaid with a
portion of the net proceeds from the sale of the Bonds.
<F4> Excludes variable rate demand bonds in the amount of $57.0 million
and unamortized discount relating to outstanding First Mortgage
Bonds in the amount of $1.3 million.
</TABLE>
THE COMPANY
The Company, a Wisconsin corporation and a subsidiary of WPL
Holdings, Inc., is a public utility engaged primarily in generating,
purchasing, distributing and selling electric energy in portions of
southern and central Wisconsin. The Company also purchases, distributes,
transports and sells natural gas in parts of such areas and supplies water
in two communities. A wholly owned subsidiary of the Company supplies
electric, gas and water service principally in Winnebago County, Illinois.
The Company's service territory comprises an area of approximately
16,000 square miles. As of December 31, 1994, the Company furnished
retail electric service to approximately 371,000 customers in 663 cities,
villages and towns, and wholesale electric service to 27 municipal
utilities, one privately owned utility, three rural electric cooperatives
and one municipal electric utility which provides retail service to nine
communities. The two largest cities served by the Company are Janesville
and Sheboygan, Wisconsin. During 1994, the Company's electric operating
revenues were derived from the following types of customers: residential
and farm--36.5%, industrial--26.4%, commercial--19.1%, wholesale and
municipal--16.2% and other--1.8%.
The Company's total net generating capability is approximately 2,200
megawatts. The maximum net hourly peak load on the Company's electric
system in 1994 was 2,002 megawatts. During 1994, the Company's net
kilowatt-hour generation of electricity was derived from the following
fuel sources: 80% coal, 17% nuclear and 3% hydroelectric, oil and natural
gas. The Company wholly owns and operates, among other facilities, six
electric generation plants and jointly owns with other utilities an
additional three electric plants. These plants use coal, natural gas and
hydropower to generate electricity. The Company also owns 41% of the
Kewaunee Nuclear Plant.
As of December 31, 1994, the Company provided retail natural gas
service to approximately 141,000 customers in 239 cities, villages and
towns. During 1994, the Company's gas operating revenues were derived
from the following types of customers: residential--51.2%, commercial and
industrial, firm--30.0%, interruptible--6.3%, transportation--10.8% and
other--1.7%.
The Company is subject to the jurisdiction of, among other
regulatory agencies, the Public Service Commission of Wisconsin as to
various phases of its operations, including rates, service and issuance of
securities. The Company's Illinois subsidiary is subject to the
jurisdiction of the Illinois Commerce Commission with respect to such
matters. The Company and its Illinois subsidiary also are subject to the
jurisdiction of the Federal Energy Regulatory Commission.
The principal executive offices of the Company are located at 222
West Washington Avenue, Madison, Wisconsin 53703 and its telephone number
is (608) 252-3311.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the
Bonds offered hereby to repay approximately $ million in short-term
debt which was incurred to repurchase in private transactions $
aggregate principal amount of the Company's First Mortgage Bonds, Series
V, 9.30%, due December 1, 2025. The remainder of the net proceeds will be
used to repay other short-term debt incurred by the Company to finance
utility construction expenditures. As of , 1995, the average
interest rate on the short-term debt to be repaid by the Company was
approximately %.
DESCRIPTION OF THE BONDS
The term "Company" as used under this heading does not include its
subsidiaries. The properties of the Company's subsidiaries, which are not
material in the aggregate, are not subject to the lien of the Indenture
hereinafter referred to and do not constitute bondable property under such
Indenture.
General
The Bonds will be issued by the Company under the Indenture of
Mortgage or Deed of Trust, dated August 1, 1941, executed by the Company
to First Wisconsin Trust Company (now known as Firstar Trust Company) and
George B. Luhman (Gene E. Ploeger being now the individual trustee under
said Indenture), as Trustees (collectively, the "Trustee"), as amended by
the several indentures supplemental thereto heretofore executed and by a
supplemental indenture, to be dated , 1995, creating the Bonds
(said Indenture, as so amended, being herein called the "Indenture"). The
Bonds will be authenticated under the Indenture on the basis of $
of previously retired bonds and $ of available net expenditures
for bondable property, which aggregated $350,847,002 at December 31, 1994.
The following statements, unless the context otherwise indicates,
are brief summaries of the substance or general effect of certain
provisions of the Indenture, which is filed with the Commission as an
exhibit to the Registration Statement for the Bonds. Such statements are
not complete and are qualified in their entirety by reference to the
Indenture.
Interest Rate, Interest Payment Dates, Maturity and Transfers
The Bonds will mature , 2025 and interest thereon at
the rate specified on the cover page of this Prospectus will be payable
semi-annually on and of each year,
commencing , 1996. Interest will be paid by check mailed to
the persons in whose names the Bonds are registered at the close of
business on the applicable record date (the or
prior to each interest payment date). Principal will be payable in
Milwaukee, Wisconsin or New York, New York. The Bonds will be delivered
in fully registered form without coupons in denominations of $1,000 and
integral multiples thereof.
Transfers and exchanges of Bonds will be made without charge, except
for any stamp tax or other governmental charge; provided that the Company
shall not be required to register, exchange or transfer Bonds (a) if less
than all of the Bonds are called for redemption, during the period
beginning 10 days preceding any date for selection of Bonds to be called
for redemption and ending on the date the relevant notice of redemption is
given and, as to Bonds selected for redemption, from and after the date of
such selection or (b) if all of the Bonds are called for redemption, from
and after 10 days next preceding the date the relevant notice of
redemption is given.
Redemption
The Bonds will be redeemable on 30 days' notice and deposit with the
Trustee on or before the redemption date of a sum in cash sufficient to
redeem the Bonds called for redemption, as provided in the Indenture, in
whole at any time, or in part from time to time, at the option of the
Company at the redemption prices set forth below, plus accrued interest to
the redemption date, as follows:
If Redeemed If Redeemed
During During
the Twelve the Twelve
Months Redemption Months Redemption
Beginning ____ Price Beginning _____ Price
1995 % 2010 %
1996 2011
1997 2012
1998 2013
1999 2014
2000 2015
2001 2016
2002 2017
2003 2018
2004 2019
2005 2020
2006 2021
2007 2022
2008 2023
2009 2024
provided, that none of the Bonds may be redeemed prior to ,
2005, if such redemption is for the purpose of refunding or is in
anticipation of the refunding of such Bonds by or in anticipation of the
incurring by the Company of any debt having an interest cost to the
Company of less than % per annum, the term "interest cost" meaning
the annual percentage yield to stated maturity of such debt at the net
price to the Company therefor, determined by reference to a standard table
of bond yields, using straight-line interpolation if necessary, such net
price to the Company to be determined after allowing for all underwriting
or other discounts, commissions, commitment charges and other compensation
received or receivable directly from the Company on account of the
incurring of such debt.
Sinking Fund
The Bonds will not be entitled to any sinking fund.
Maintenance and Repair
For all series of bonds issued prior to the bonds of Series W (the
"Series W Bonds"), the Indenture provides that during each year such
previously issued bonds are outstanding the Company will expend, and
certify to the Trustee, amounts aggregating not less than 15% of the gross
operating revenues (less the cost of power, gas and water purchased for
exchange or resale) derived during such year from the operation of the
physical properties on which the Indenture is a lien, for (a) maintenance
and repair of such properties, (b) bondable property on which the
Indenture is a first mortgage lien, and/or (c) retirement of bonds; or
will deposit with the Trustee cash to the extent of any deficiency in such
amount, after applying any available credit for unused excess expenditures
made for those purposes in any prior year. Such cash may be withdrawn to
the extent of 100% of net expenditures or excess gross expenditures for
bondable property, or applied to the redemption of bonds if then
redeemable or to the purchase of bonds. The supplemental indenture, dated
March 1, 1992, creating the Series W Bonds amended the Indenture to delete
the covenant requiring the annual expenditure of at least 15% of the
Company's gross operating revenues as described above for all subsequently
issued bonds beginning with the Series W Bonds (including the Bonds) and,
as a result, the Company will be required to comply with such covenant for
so long as bonds issued prior to the Series W Bonds remain outstanding or
until the holders of the requisite principal amount of the previously
issued bonds consent to such amendment.
The Indenture also provides that (a) the Company shall maintain the
mortgaged properties in good repair and working order; (b) the Trustee
may, and if requested by holders of a majority in principal amount of all
outstanding bonds and furnished with the necessary funds therefor shall,
cause such properties to be inspected by an independent engineer (not more
often than at five-year intervals) to determine whether they have been so
maintained and whether any property, not retired on the books, should be
classified as retired for the purpose (among others) of computing "net
expenditures" for bondable property; and (c) the Company shall make good
any deficiency in maintenance disclosed by such engineer's report as
rendered or as modified by arbitration.
Security
The Bonds will be secured by the lien of the Indenture and will rank
pari passu with all bonds at any time outstanding under the Indenture,
except as to differences between series permitted by the Indenture and not
affecting the rank of the lien. The Indenture constitutes a first
mortgage lien, subject only to permitted encumbrances and liens, as
defined, on all or substantially all the permanent fixed properties (other
than excepted property) now owned by the Company. The Indenture contains
provisions subjecting "after-acquired property" (other than excepted
property) to the lien thereof. However, the priority of the lien on
"after-acquired property" would date from the filing or recording of a
subsequent instrument confirming of record that such property is subject
to the lien. In addition, such provisions might not be effective as to
property acquired, and as to certain rents, issues and products accruing,
subsequent to the filing of any case with respect to the Company under the
Federal Bankruptcy Code. The Indenture excepts from the lien thereof all
cash, securities, accounts and bills receivable, choses in action and
certain judgments not deposited or pledged with the Trustee, all tangible
personal property held for sale, rental or consumption in the ordinary
course of business, the last day of each term under any lease of property,
all gas, oil and other minerals upon or under any real estate subject
thereto, and certain real estate described therein.
The Indenture does not prevent a merger or consolidation of
the Company, a sale by the Company of all or substantially all of its
assets, a recapitalization of the Company or other comparable transaction
as long as the lien of the Indenture is preserved on the property then
subject to such lien. The Indenture also does not restrict the amount of
unsecured debt the Company can incur. Other than the security afforded by
the lien of the Indenture and the restrictions on the issuance of
additional bonds described below, there are no covenants or provisions of
the Indenture which provide protection to bondholders in the event of a
highly leveraged transaction involving the Company.
Issuance of Additional Bonds
The Indenture does not fix an overall limitation on the total
principal amount of bonds that may be issued or outstanding thereunder,
but limits the principal amount of bonds of each presently outstanding
series that may be so outstanding.
Additional bonds currently may be issued from time to time under the
Indenture, subject to the terms thereof, in a principal amount not to
exceed: (a) 60% of "net expenditures" made for bondable property (as
defined) constructed or acquired by the Company on or after August 1,
1941, and on which the Indenture is a first mortgage lien, subject only to
permitted encumbrances and liens and prepaid liens, as defined; (b) the
principal amount of bonds, previously authenticated under the Indenture,
which have been retired or for the retirement of which the Trustee holds
the necessary funds, other than certain bonds retired through the
operation of the debt retirement or the maintenance and repair provisions
of the Indenture; and/or (c) the amount of cash deposited with the Trustee
for the purpose, which cash may be applied to the retirement of bonds or
may be withdrawn in lieu of the authentication of an equal principal
amount of bonds under the Indenture provisions referred to in clauses (a)
and (b). Bondable property means, in general, any electric, gas or water
utility plant, property or equipment constructed or acquired by the
Company on or after August 1, 1941, and used or useful in such utility
business. "Net expenditures" for bondable property are determined as
provided in the Indenture. In connection with the issuance of the Series
W Bonds, the supplemental indenture creating such bonds amended the
Indenture to allow for the issuance of additional bonds based on 70% of
net expenditures made for bondable property as compared with the current
60%. Notwithstanding the amendment effected by the supplemental indenture
creating the Series W Bonds, the 60% limitation will continue to govern
the issuance of additional bonds for so long as bonds issued prior to the
Series W Bonds remain outstanding or until the holders of the requisite
principal amount of the previously issued bonds consent to such amendment.
No additional bonds may be authenticated under the Indenture
provisions referred to in clauses (a) and (c) above, and no bonds bearing
a higher rate of interest than the bonds for the retirement of which they
are to be issued may be authenticated under the Indenture provisions
referred to in clause (b) above more than five years before the maturity
of the bonds to be retired, unless, in each case, the net earnings of the
Company for 12 consecutive months ending within 90 days next preceding
such authentication were at least equal to twice the interest for one year
on (i) all the bonds to be outstanding under the Indenture immediately
after such authentication, other than those for the retirement of which
the necessary funds are held by the Trustee, and (ii) all other
indebtedness secured by an equal or prior lien on any part of the
Company's property. "Net earnings" for any period means the total gross
earnings and income of the Company, less all of its operating expenses
(including depreciation and taxes other than taxes measured by income) for
the period, computed as provided in the Indenture.
Modification of Indenture
The Indenture may not be amended without the consent of bondholders,
except for certain limited purposes therein provided. Such purposes
include, among others, (a) any change of the provisions of the Indenture
provided that such change be made effective only with respect to bonds
authenticated after the execution of the supplemental indenture effecting
such change and only if it would not adversely affect the bonds then
outstanding under the Indenture and (b) any other change not inconsistent
with the terms and which would not impair the security of the Indenture.
By supplemental indenture dated May 15, 1978, the Indenture was
amended, effective upon the retirement or redemption, or with the consent
of the holders, of all outstanding bonds of all series issued prior to the
bonds of Series R, to provide that, with the consent of the holders of not
less than 66-2/3% in principal amount of bonds then outstanding, the
Indenture may be amended in any respect, except that without the consent
of the holder of each outstanding bond affected thereby no such amendment
shall, among other things, (a) extend the time for, reduce or otherwise
affect the terms of payment of the principal of or interest or premium on
any bond, (b) permit the creation of any lien ranking prior to or on a
parity with the lien of the Indenture, other than permitted encumbrances
and liens or prepaid liens, (c) reduce the percentage in principal amount
of bonds the consent of the holders of which is required for any such
amendment, (d) impair the right of any bondholder to institute suit for
the enforcement of any payment in respect of such bondholder's bonds or
(e) deprive any non-assenting bondholder of a lien upon the mortgaged
property for the security of such bondholder's bonds.
Other Indenture Provisions
The Indenture provides in effect, with respect to (a) bondholders'
rights to direct the Trustee to take action thereunder, (b) defaults
thereunder and notice to bondholders with respect thereto and (c)
compliance with Indenture provisions, as follows:
(1) Holders of a majority in principal amount of the bonds secured
by the Indenture have the right to direct the time, method and place of
conducting proceedings for remedies available to, or exercising any trust
or power of, the Trustee. However, the Trustee may decline to follow such
directions under certain circumstances specified in the Indenture, and is
not required to exercise powers of entry or sale under the Indenture.
(2) A "default" or an "event of default" means: (a) failure to
pay the principal of any bond secured by the Indenture when due at
maturity or otherwise; (b) failure to pay bond interest within 60 days
after its due date; (c) failure to pay the principal of, or interest on,
any prior lien bond, continued beyond the default period (if any)
specified in the lien securing such bond; (d) failure of the Company for
90 days after written demand to comply with any other covenant or
condition in the Indenture or in any such bond or any prior lien or bond
secured thereby; or (e) the occurrence of certain events of bankruptcy,
insolvency, assignment or receivership in respect to the Company. The
Trustee may withhold giving notice to bondholders of defaults (other than
any default in payment of interest, principal or sinking or purchase fund
installment in respect of any bond secured by the Indenture) if it
determines in good faith that such withholding is in the interests of the
bondholders. Upon default, the Trustee may, and upon written notice from
the holders of a majority in principal amount of bonds then outstanding
shall, declare the principal of all bonds secured by the Indenture to be
immediately due and payable. Upon certain terms and conditions, the
declaration of acceleration may be rescinded and waived.
(3) The Company shall furnish to the Trustee certificates of
officers and engineers and, in certain cases, of accountants in connection
with the authentication of bonds, withdrawal of money, release of property
and other matters, and opinions of counsel as to the lien of the Indenture
and other matters. No periodic evidence is required to be filed with the
Trustee as to the absence of defaults; and no such evidence is required to
be filed as to compliance with the terms of the Indenture, except for the
filing annually of certificates with respect to the satisfaction of the
maintenance and renewal and the debt retirement provisions of the
Indenture and of an opinion of counsel with respect to the lien of the
Indenture.
Relationships with the Trustee
The Company maintains general checking accounts with several banks
which are affiliates of the Trustee. The Company has $10 million in lines
of credit with such banks, which are part of $70 million in lines of
credit maintained with various banks. In addition, the Company and its
parent, WPL Holdings, Inc., each maintain short-term borrowing agreements
with the Trustee pursuant to which the Company and WPL Holdings, Inc. may
borrow up to $35 million and $50 million, respectively. Judith D. Pyle, a
Director of the Company, is a Director of the Trustee's parent
corporation, Firstar Corporation.
UNDERWRITING
Subject to the terms and conditions set forth in an purchase
agreement ("the Purchase Agreement") among the Company and Merrill Lynch,
Pierce, Fenner & Smith Incorporated and PaineWebber Incorporated (the
"Underwriters"), the Company has agreed to sell to the Underwriters, and
the Underwriters have severally agreed to purchase, the respective
principal amounts of the Bonds set forth after their names below. The
Purchase Agreement provides that the obligations of the Underwriters are
subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the Bonds if any are purchased.
Principal
Underwriters Amount
Merrill Lynch, Pierce, Fenner & Smith $
Incorporated . . . . . . . . . .
PaineWebber Incorporated . . . . . .
------------
Total . . . . . . . . . . . . . $60,000,000
===========
The Underwriters have advised the Company that they will initially
offer the Bonds to the public at the public offering price set forth on
the cover page of this Prospectus and to certain dealers at such price
less a concession not in excess of % of the principal amount of the
Bonds. The Underwriters may allow, and such dealers may reallow, a
discount not in excess of % of the principal amount of the Bonds on
sales to certain other dealers. After the initial public offering, the
public offering price, concession and discount may be changed.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
LEGAL OPINIONS
The validity of the Bonds will be passed upon for the Company by
Foley & Lardner, Milwaukee, Wisconsin. Certain legal matters in
connection with the offering will be passed upon for the Underwriters by
Sidley & Austin, Chicago, Illinois.
EXPERTS
The financial statements and schedules included in the Company's
latest Annual Report on Form 10-K, incorporated by reference in this
Prospectus, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.
<PAGE>
No dealer, salesman or other person has been authorized to
give any information or to make any representations other than
those contained or incorporated by reference in this
Prospectus and, if given or made, such information or
representations must not be relied upon as having been
authorized. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of
the Company since the date hereof. This Prospectus does not
constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it
is unlawful to make such offer or solicitation.
_______________________
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . . . . . . . . 4
The Company . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . . . . 6
Description of the
Bonds . . . . . . . . . . . . . . . . . . . . . . . 7
Underwriting . . . . . . . . . . . . . . . . . . . . . 12
Legal Opinions . . . . . . . . . . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . . . . . . . . . . 12
<PAGE>
$60,000,000
[LOGO]
First Mortgage Bonds
Series AA, %
Due , 2025
__________
PROSPECTUS
__________
Merrill Lynch & Co.
PaineWebber Incorporated
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of
the securities covered hereby, other than underwriting and other discounts
and commissions, are, subject to future contingencies, estimated to be as
follows:
Securities and Exchange Commission
registration fee . . . . . . . . . . . . $ 20,690
Fee of Public Service Commission
of Wisconsin . . . . . . . . . . . . . . 1,000
Printing and Engraving Expenses . . . . 35,000
Fees of Rating Agencies . . . . . . . . . 30,000
Trustee Fees and Expenses . . . . . . . 12,000
Accounting Fees and Expenses . . . . . 15,000
Legal Fees and Expenses . . . . . . . . . 45,000
Blue Sky Fees and Expenses . . . . . . . 5,000
Miscellaneous Expenses . . . . . . . . . 1,310
-----------
Total . . . . . . . . . . . . . . . . $ 165,000
===========
Item 15. Indemnification of Directors and Officers.
Pursuant to the provisions of the Wisconsin Business Corporation
Law and Article X of the Registrant's By-Laws, directors and officers of
the Registrant are entitled to mandatory indemnification from the
Registrant against certain liabilities (which may include liabilities
under the Securities Act of 1933) and expenses (i) to the extent such
officers or directors are successful in the defense of a proceeding; and
(ii) in proceedings in which the director or officer is not successful in
defense thereof, unless it is determined that the director or officer
breached or failed to perform his or her duties to the Registrant and such
breach or failure constituted: (a) a willful failure to deal fairly with
the Registrant or its shareholders in connection with a matter in which
the director or officer had a material conflict of interest; (b) a
violation of criminal law unless the director or officer had a reasonable
cause to believe his or her conduct was lawful or had no reasonable cause
to believe his or her conduct was unlawful; (c) a transaction from which
the director or officer derived an improper personal profit; or (d)
willful misconduct. Additionally, under the Wisconsin Business
Corporation Law, directors of the Registrant are not subject to personal
liability to the Registrant, its shareholders or any person asserting
rights on behalf thereof, for certain breaches or failures to perform any
duty resulting solely from their status as directors, except in
circumstances paralleling those outlined in (a) through (d) above.
The indemnification provided by the Wisconsin Business Corporation
Law and the Registrant's By-Laws is not exclusive of any other rights to
which a director or officer of the Registrant may be entitled. The
Registrant also carries directors' and officers' liability insurance.
The proposed form of Underwriting Agreement for the Bonds contains
provisions under which the Underwriters agree to indemnify the directors
and officers of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933.
Item 16. Exhibits.
Exhibit
Number Description of Document
(1) Proposed form of Purchase Agreement relating to the Bonds.
(4.01) Indenture of Mortgage or Deed of Trust dated August 1, 1941,
between the Company and First Wisconsin Trust Company (n/k/a
Firstar Trust Company) and George B. Luhman, as Trustees
(incorporated by reference to Exhibit 7(a) in File No.
2-6409).
(4.02) Supplemental Indenture dated January 1, 1948 (incorporated by
reference to Second Amended Exhibit 7(b) in File No. 2-7361).
(4.03) Supplemental Indenture dated September 1, 1948 (incorporated
by reference to Amended Exhibit 7(c) in File No. 2-7628).
(4.04) Supplemental Indenture dated June 1, 1950 (incorporated by
reference to Amended Exhibit 7.02 in File No. 2-8462).
(4.05) Supplemental Indenture dated April 1, 1951 (incorporated by
reference to Amended Exhibit 7.02 in File No 2-8882).
(4.06) Supplemental Indenture dated April 1, 1952 (incorporated by
reference to Second Amended Exhibit 4.03 in File No. 2-9526).
(4.07) Supplemental Indenture dated September 1, 1953 (incorporated
by reference to Amended Exhibit 4.03 in File No. 2-10406).
(4.08) Supplemental Indenture dated October 1, 1954 (incorporated by
reference to Amended Exhibit 2.02 in File No. 2-11130).
(4.09) Supplemental Indenture dated March 1, 1959 (incorporated by
reference to Amended Exhibit 2.02 in File No. 2-14816).
(4.10) Supplemental Indenture dated May 1, 1962 (incorporated by
reference to Amended Exhibit 2.02 in File No. 2-20372).
(4.11) Supplemental Indenture dated August 1, 1968 (incorporated by
reference to Amended Exhibit 2.02 in File No. 2-29738).
(4.12) Supplemental Indenture dated June 1, 1969 (incorporated by
reference to Amended Exhibit 2.02 in File No. 2-32947).
(4.13) Supplemental Indenture dated October 1, 1970 (incorporated by
reference to Amended Exhibit 2.02 in File No. 2-38304).
(4.14) Supplemental Indenture dated July 1, 1971 (incorporated by
reference to Amended Exhibit 2.02 in File No. 2-40802).
(4.15) Supplemental Indenture dated April 1, 1974 (incorporated by
reference to Amended Exhibit 2.02 in File No. 2-50308).
(4.16) Supplemental Indenture dated December 1, 1975 (incorporated by
reference to Exhibit 2.01(a) in File No. 2-57775).
(4.17) Supplemental Indenture dated May 1, 1976 (incorporated by
reference to Amended Exhibit 2.02 in File No. 2-56036).
(4.18) Supplemental Indenture dated May 15, 1978 (incorporated by
reference to Amended Exhibit 2.02 in File No. 2-61439).
(4.19) Supplemental Indenture dated August 1, 1980 (incorporated by
reference to Exhibit 4.02 File No. 2-70534).
(4.20) Supplemental Indenture dated January 15, 1981 (incorporated by
reference to Amended Exhibit 4.03 in File No. 2-70534).
(4.21) Supplemental Indenture dated August 1, 1984 (incorporated by
reference to Exhibit 4.02 in File No. 33-2579).
(4.22) Supplemental Indenture dated January 15, 1986 (incorporated by
reference to Amended Exhibit 4.03 in File No. 33-2579).
(4.23) Supplemental Indenture dated June 1, 1986 (incorporated by
reference to Amended Exhibit 4.02 in File No. 33-4961).
(4.24) Supplemental Indenture dated August 1, 1988 (incorporated by
reference to Exhibit 4.24 in File No. 33-45726).
(4.25) Supplemental Indenture dated December 1, 1990 (incorporated by
reference to Exhibit 4.25 in File No. 33-45726).
(4.26) Supplemental Indenture dated September 1, 1991 (incorporated
by reference to Exhibit 4.26 in File No. 33-45726).
(4.27) Supplemental Indenture dated October 1, 1991 (incorporated by
reference to Exhibit 4.27 in File No. 33-45726).
(4.28) Supplemental Indenture dated March 1, 1992 (incorporated by
reference to Exhibit 4.1 to the Company's Form 8-K dated
March 9, 1992).
(4.29) Supplemental Indenture dated May 1, 1992 (incorporated by
reference to Exhibit 4.1 to the Company's Form 8-K dated
May 12, 1992).
(4.30) Supplemental Indenture dated June 1, 1992 (incorporated by
reference to Exhibit 4.1 to the Company's Form 8-K dated
June 29, 1992).
(4.31) Supplemental Indenture dated July 1, 1992 (incorporated by
reference to Exhibit 4.1 to the Company's Form 8-K dated
July 20, 1992).
(4.32) Proposed Form of Supplemental Indenture under the Indenture of
Mortgage or Deed of Trust.
(5) Opinion of Foley & Lardner (including consent of counsel).
(12) Statement re computation of ratios of earnings to fixed
charges.
(23.01) Consent of Arthur Andersen LLP.
(23.02) Consent of Foley & Lardner (filed as part of Exhibit (5)).
(24) Powers of attorney.
(25.01) Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of Firstar Trust Company.
(25.02) Form T-2 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of Gene E. Ploeger.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(b) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Madison, State of Wisconsin, on
July 6, 1995.
WISCONSIN POWER AND LIGHT COMPANY
By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Erroll B. Davis, Jr. President, Chief July 6, 1995
Erroll B. Davis, Jr. Executive Officer and
Director (Principal
Executive Officer)
/s/ Daniel A. Doyle Vice President - July 6, 1995
Daniel A. Doyle Finance, Controller and
Treasurer (Principal
Financial and
Accounting Officer)
L. David Carley* Director July 6, 1995
Rockne G. Flowers* Director July 6, 1995
Donald R. Haldeman* Director July 6, 1995
Katharine C. Lyall* Director July 6, 1995
Arnold M. Nemirow* Director July 6, 1995
Milton E. Neshek* Director July 6, 1995
Henry C. Prange* Director July 6, 1995
Judith D. Pyle* Director July 6, 1995
Carol T. Toussaint* Director July 6, 1995
* By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
(1) Proposed form of Purchase Agreement relating to the
Bonds.
(4.01) Indenture of Mortgage or Deed of Trust dated August 1,
1941, between the Company and First Wisconsin Trust
Company (n/k/a Firstar Trust Company) and George B.
Luhman, as Trustees (incorporated by reference to
Exhibit 7(a) in File No. 2-6409).
(4.02) Supplemental Indenture dated January 1, 1948
(incorporated by reference to Second Amended Exhibit
7(b) in File No. 2-7361).
(4.03) Supplemental Indenture dated September 1, 1948,
(incorporated by reference to Amended Exhibit 7(c) in
File No. 2-7628).
(4.04) Supplemental Indenture dated June 1, 1950
(incorporated by reference to Amended Exhibit 7.02 in
File No. 2-8462).
(4.05) Supplemental Indenture dated April 1, 1951
(incorporated by reference to Amended Exhibit 7.02 in
File No 2-8882).
(4.06) Supplemental Indenture dated April 1, 1952
(incorporated by reference to Second Amended Exhibit
4.03 in File No. 2-9526).
(4.07) Supplemental Indenture dated September 1, 1953
(incorporated by reference to Amended Exhibit 4.03 in
File No. 2-10406).
(4.08) Supplemental Indenture dated October 1, 1954
(incorporated by reference to Amended Exhibit 2.02 in
File No. 2-11130).
(4.09) Supplemental Indenture dated March 1, 1959
(incorporated by reference to Amended Exhibit 2.02 in
File No. 2-14816).
(4.10) Supplemental Indenture dated May 1, 1962 (incorporated
by reference to Amended Exhibit 2.02 in File No.
2-20372).
(4.11) Supplemental Indenture dated August 1, 1968
(incorporated by reference to Amended Exhibit 2.02 in
File No. 2-29738).
(4.12) Supplemental Indenture dated June 1, 1969
(incorporated by reference to Amended Exhibit 2.02 in
File No. 2-32947).
(4.13) Supplemental Indenture dated October 1, 1970
(incorporated by reference to Amended Exhibit 2.02 in
File No. 2-38304).
(4.14) Supplemental Indenture dated July 1, 1971
(incorporated by reference to Amended Exhibit 2.02 in
File No. 2-40802).
(4.15) Supplemental Indenture dated April 1, 1974
(incorporated by reference to Amended Exhibit 2.02 in
File No. 2-50308).
(4.16) Supplemental Indenture dated December 1, 1975
(incorporated by reference to Exhibit 2.01(a) in File
No. 2-57775).
(4.17) Supplemental Indenture dated May 1, 1976 (incorporated
by reference to Amended Exhibit 2.02 in File No.
2-56036).
(4.18) Supplemental Indenture dated May 15, 1978
(incorporated by reference to Amended Exhibit 2.02 in
File No. 2-61439).
(4.19) Supplemental Indenture dated August 1, 1980
(incorporated by reference to Exhibit 4.02 File No.
2-70534).
(4.20) Supplemental Indenture dated January 15, 1981
(incorporated by reference to Amended Exhibit 4.03 in
File No. 2-70534).
(4.21) Supplemental Indenture dated August 1, 1984
(incorporated by reference to Exhibit 4.02 in File No.
33-2579).
(4.22) Supplemental Indenture dated January 15, 1986
(incorporated by reference to Amended Exhibit 4.03 in
File No. 33-2579).
(4.23) Supplemental Indenture dated June 1, 1986
(incorporated by reference to Amended Exhibit 4.02 in
File No. 33-4961).
(4.24) Supplemental Indenture dated August 1, 1988
(incorporated by reference to Exhibit 4.24 in File No.
33-45726).
(4.25) Supplemental Indenture dated December 1, 1990
(incorporated by reference to Exhibit 4.25 in File No.
33-45726).
(4.26) Supplemental Indenture dated September 1, 1991
(incorporated by reference to Exhibit 4.26 in File No.
33-45726).
(4.27) Supplemental Indenture dated October 1, 1991
(incorporated by reference to Exhibit 4.27 in File No.
33-45726).
(4.28) Supplemental Indenture dated March 1, 1992
(incorporated by reference to Exhibit 4.1 to the
Company's Form 8-K dated March 9, 1992).
(4.29) Supplemental Indenture dated May 1, 1992 (incorporated
by reference to Exhibit 4.1 to the Company's Form 8-K
dated May 12, 1992).
(4.30) Supplemental Indenture dated June 1, 1992
(incorporated by reference to Exhibit 4.1 to the
Company's Form 8-K dated June 29, 1992).
(4.31) Supplemental Indenture dated July 1, 1992
(incorporated by reference to Exhibit 4.1 to the
Company's Form 8-K dated July 20, 1992).
(4.32) Proposed Form of Supplemental Indenture under the
Indenture of Mortgage or Deed of Trust.
(5) Opinion of Foley & Lardner (including consent of
counsel).
(12) Statement re computation of ratios of earnings to
fixed charges.
(23.01) Consent of Arthur Andersen LLP
(23.02) Consent of Foley & Lardner (filed as part of Exhibit
(5)).
(24) Powers of attorney.
(25.01) Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Firstar Trust
Company.
(25.02) Form T-2 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Gene E.
Ploeger.
WISCONSIN POWER AND LIGHT COMPANY
First Mortgage Bonds, Series AA, ____%
due _________________, 2025
PURCHASE AGREEMENT
____________, 1995
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
PaineWebber Incorporated
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281
Dear Sirs:
Wisconsin Power and Light Company, a Wisconsin corporation (the
"Company"), confirms its agreement with you with respect to the sale by
the Company and the purchase by you, acting severally and not jointly, of
the respective principal amounts of First Mortgage Bonds, Series AA, ____%
due __________, 2025 of the Company ("Bonds") set forth in Schedule A
hereto.
The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (No.33-
__________) and a related prospectus for the registration of the Bonds
under the Securities Act of 1933 (the "1933 Act"). Such registration
statement, as amended at the time it became effective under the 1933 Act,
and the prospectus constituting a part thereof (including in each case all
documents, if any, incorporated by reference therein and the information,
if any, deemed to be part thereof pursuant to Rule 430A(b) or Rule 434 of
the rules and regulations of the Commission under the 1933 Act (the "1933
Act Regulations"), are hereinafter referred to as the "Registration
Statement" and the "Prospectus", respectively, except that if any revised
prospectus shall be provided to you by the Company for use in connection
with the offering of the Bonds which differs from the Prospectus on file
at the Commission at the time the Registration Statement became effective
(whether or not such revised prospectus is required to be filed by the
Company pursuant to Rule 424(b) of the 1933 Act Regulations), the term
"Prospectus" shall refer to such revised prospectus from time to time as
it is first provided to you for such use. If the Company elects to rely
on Rule 434 of the 1933 Act Regulations, all references to the
"Prospectus" herein shall be deemed to include, without limitation, the
form of prospectus and the abbreviated terms sheet, taken together,
provided to the you by the Company in reliance on Rule 434 of the 1933 Act
Regulations (the "Rule 434 Prospectus"). If the Company files a
registration statement under the 1933 Act to register a portion of the
Bonds and relies on Rule 462(b) for such registration statement to become
effective upon filing with the Commission (the "Rule 462 Registration
Statement"), then any reference to "Registration Statement" herein shall
be deemed to be to both the registration statement referred to above (No.
33-__________) and the Rule 462 Registration Statement, as each such
registration statement may be amended pursuant to the 1933 Act.
The Company understands that you propose to make a public
offering of the Bonds.
SECTION 1. Representations and Warranties. (a) The Company
represents and warrants to each of you as follows:
(i) The Registration Statement has become effective under the
1933 Act, and no stop order suspending the effectiveness of the
Registration Statement is in effect, and no proceedings for such
purpose are pending before or threatened by the Commission.
(ii) At the time the Registration Statement became effective,
the Registration Statement complied in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations and the
Trust Indenture Act of 1939, as amended ("Trust Indenture Act"), and
the rules and regulations of the Commission thereunder, and did not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading. The Prospectus, when filed with
the Commission pursuant to Rule 424(b) of the 1933 Act Regulations,
will comply in all material respects with the requirements of the
1933 Act and the 1933 Act Regulations, and when so filed and at
Closing Time referred to in Section 2, will not include an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
provided, however, that the representations and warranties in this
subsection shall not apply to statements in or omissions from the
Registration Statement or Prospectus made in reliance upon and in
conformity with information furnished to the Company in writing by
you expressly for use in the Registration Statement or Prospectus.
(iii) The accountants who certified the financial
statements and supporting schedules included in the Registration
Statement are independent public accountants as required by the
1933 Act and the 1933 Act Regulations.
(iv) The financial statements included in the Registration
Statement and the Prospectus present fairly the financial position of
the Company and its consolidated subsidiaries as at the dates
indicated and the results of their operations for the periods
specified; except as otherwise stated in the Registration Statement,
said financial statements have been prepared in conformity with
generally accepted accounting principles applied on a consistent
basis; and the supporting schedules included in the Registration
statement present fairly the information required to be stated
therein.
(v) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, except
as otherwise stated therein, (A) there has been no material
adverse change, or or any development involving a prospective
material adverse change, in or affecting the condition,
financial or otherwise, or in the earnings or business affairs
of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of
business, and (B) there have been no transactions entered into
by the Company or any of its subsidiaries, other than those in
the ordinary course of business, which are material with respect
to the Company and its subsidiaries considered as one
enterprise.
(vi) The Company is a corporation duly organized and
validly existing under the laws of the State of Wisconsin with
corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the
Prospectus, and is not required by the nature of its business to
be licensed or qualified as a foreign corporation in any other
jurisdiction.
(vii) South Beloit Water, Gas and Electric Company ("South
Beloit") is a corporation in good standing, duly organized and
validly existing under the laws of the State of Illinois; has
the corporate power and authority to carry on the business in
which it is engaged and to own and operate the properties used
by it in such business, as described in the Prospectus; and
South Beloit is not required by the nature of its business to be
licensed or qualified as a foreign corporation in any other
state or jurisdiction.
(viii) The Company has no "Significant Subsidiary" as such
term is defined in Regulation S-X of the Commission and all of
its subsidiaries in the aggregate are not material to the
business, operations or affairs of the Company.
(ix) The Company and South Beloit have statutory
authority, franchises, licenses, rights-of-way, easements and
consents, free from unduly burdensome restrictions and adequate
for the conduct of the business in which each of them is
engaged.
(x) The Company has obtained a certificate of authority
from the Public Service Commission of Wisconsin ("Wisconsin
Commission") with respect to the Bonds and authorizing the issue
and sale of the Bonds by the Company on the terms set forth or
contemplated in this Agreement and in the Registration
Statement; the Company will use its best efforts to make such
additional filings as are required under said certificate of
authority in a timely fashion.
(xi) Other than WPL Holdings, Inc., no person or
corporation, which is a "holding company" or a "subsidiary
company" of a "holding company", within the meaning of such
terms as defined in the Public Utility Holding Company Act of
1935, directly or indirectly owns, controls or holds with power
to vote, 10% or more of the outstanding voting securities of the
Company; and each of the Company and WPL Holdings, Inc. is
presently exempt from the provisions of the Public Utility
Holding Company Act of 1935 which would require it to register
thereunder.
(xii) The Company and South Beloit have good and valid
title to all or substantially all of their permanent fixed
properties (including the specified undivided interests in
generating units and plants referred to in the Prospectus),
except as otherwise indicated in the Prospectus, subject (in the
case of the Company) only to the lien of the Indenture, dated as
of August 1, 1941, as supplemented and amended, between the
Company and the trustees named therein (the original Indenture
as supplemented and amended at the date of this Agreement being
hereinafter referred to collectively as the "Indenture"),
securing the Company's first mortgage bonds, and to permitted
encumbrances and liens as defined in the Indenture.
(xiii) The Company and its subsidiaries considered as one
enterprise have not sustained since the date of the latest
audited financial statements included or incorporated by
reference in the Prospectus any material loss or interference
with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, otherwise than
as set forth or contemplated in the Prospectus.
(xiv) The Company has authorized capitalization as set
forth in the Prospectus, and all of the issued shares of capital
stock of the Company have been duly and validly authorized and
issued and are fully paid and, except to the extent provided
under Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law and judicial interpretations thereof, non-
assessable; all of the issued and outstanding shares of common
stock of the Company are owned of record and beneficially by the
Company's parent, WPL Holdings, Inc.; and all of the issued
shares of capital stock of each subsidiary of the Company have
been duly and validly authorized and issued, are fully paid and,
except to the extent provided under Section 180.0622(2)(b) of
the Wisconsin Business Corporation Law and judicial
interpretations thereof, non-assessable and are owned directly
or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims.
(xv) The Indenture as to be supplemented by the
supplemental indenture relating to the Bonds (the "Supplemental
Indenture") (the Indenture as so supplemented and amended being
hereinafter referred to as the "Indenture as Supplemented")
adequately describes substantially all of the permanent fixed
properties owned by the Company, except property expressly
excluded or excepted by the terms of the Indenture from the lien
thereof.
(xvi) The Bonds have been duly authorized by all necessary
corporate action on the part of the Company and, when issued and
delivered pursuant to this Agreement, will have been duly
executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company
secured by the lien of and entitled to benefits provided by the
Indenture as Supplemented, except (A) as the provisions of the
Federal bankruptcy laws may affect the lien thereof on
additional property acquired, and on proceeds, products, rents,
issues or profits realized with respect to property subject to
such lien, in each case, after the commencement of a proceeding
under such laws, (B) as enforcement of certain provisions of the
Indenture as Supplemented may be limited by the laws of the
State of Wisconsin, but the inclusion of such provisions does
not affect the validity of the Indenture as Supplemented and it
contains legally adequate provisions for the realization of the
principal legal rights and benefits afforded by it, except for
the economic consequences of any delay caused by the application
of such laws, (C) as enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforceability of creditors' rights
generally, and (D) subject to the availability of equitable
remedies for the enforcement of such obligations; the
Supplemental Indenture will be substantially in the form filed
as an exhibit to the Registration Statement.
(xvii) The Indenture as Supplemented has been duly authorized
by all necessary corporate action on the part of the Company, and,
when the Supplemental Indenture shall have been executed and
delivered by the Company and the Trustees, will constitute a valid
and legally binding instrument enforceable in accordance with its
terms except (A) as the provisions of the Federal bankruptcy laws may
affect the lien thereof on additional property acquired, and on
proceeds, products, rents, issues or profits realized with respect to
property subject to such lien, in each case, after the commencement
of a proceeding under such laws, (B) as enforcement of certain
provisions of the Indenture as Supplemented may be limited by the
laws of the State of Wisconsin (where the property covered thereby is
located), but the inclusion of such provisions does not affect the
validity of the Indenture as Supplemented and it contains legally
adequate provisions for the realization of the principal legal rights
and benefits afforded by it, except for the economic consequences of
any delay caused by the application of such laws, (C) as
enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforceability of creditors' rights generally, and (D) subject to the
availability of equitable remedies for the enforcement of such
obligations; and the Indenture as Supplemented and the Bonds will
conform to the descriptions thereof in Prospectus.
(xviii) The Indenture constitutes, and the Indenture as
Supplemented, when the Supplemental Indenture shall have been
duly filed for recording and recorded, will constitute, a valid
and direct enforceable first mortgage lien, except (A) as the
provisions of the Federal bankruptcy laws may affect the lien
thereof on additional property acquired, and on proceeds,
products, rents, issues or profits realized with respect to
property subject to such lien, in each case, after the
commencement of a proceeding under such laws, (B) as enforcement
of certain provisions of the Indenture as Supplemented may be
limited by the laws of the State of Wisconsin (where the
property covered thereby is located), but the inclusion of such
provisions does not affect the validity of the Indenture as
Supplemented and it contains legally adequate provisions for the
realization of the principal legal rights and benefits afforded
by it, except for the economic consequences of any delay caused
by the application of such laws, (C) as enforceability thereof
may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the
enforceability of creditors' rights generally; and (D) subject
to the availability of equitable remedies for the enforcement of
such obligations, upon substantially all of the Company's
permanent fixed properties, now owned or hereafter acquired free
from all prior liens, charges or encumbrances except permitted
encumbrances and liens as defined in the Indenture as
Supplemented.
(xix) The issue and sale of the Bonds and the compliance
by the Company with all of the provisions hereof and of the
Bonds and the Indenture as Supplemented will not result in a
breach or violation of any of the terms or provisions of, or
constitute a default under or result in the creation or
imposition of any lien, charge or encumbrance other than the
lien of the Indenture as Supplemented upon any of the property
or assets of the Company pursuant to the terms of any statute,
indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company is a party or by
which the Company is bound or to which any of the property or
assets of the Company is subject, and such action will not
result in a violation of provisions of the Company's charter or
by-laws, or any order, rule or regulation of any court or of any
Federal or state regulatory body or other governmental body
having jurisdiction over the Company or any of its properties;
and no consent, approval, authorization, order, registration or
qualification of or with any court or any such regulatory body
or other governmental body is required for the issue and sale of
the Bonds or the consummation of the other transactions
contemplated by this Agreement or the Indenture as Supplemented,
except the registration under the 1933 Act of the Bonds, the
qualification of the Indenture as Supplemented under the Trust
Indenture Act, the approval of the Wisconsin Commission and such
consents, approvals, authorizations registrations or
qualifications as may be required under state securities or Blue
Sky laws in connection with the purchase and distribution of the
Bonds by you.
(xx) Neither the Company nor any of its subsidiaries is in
violation of its charter or in default in the performance or
observance of any material obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Company
or any of its subsidiaries is a party or by which it or any of
them may be bound, or to which any of the property or assets of
the Company or any of its subsidiaries is subject, other than a
default which would not have a material adverse effect on the
condition, financial or otherwise, or the earnings or business
affairs of the Company and its subsidiaries considered as one
enterprise.
(xxi) This Agreement and the consummation of the
transactions contemplated herein have been duly authorized by
all necessary corporate action and will not conflict with or
constitute a breach of, or default under, or result in the
creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company or any of its subsidiaries
pursuant to, any contract, indenture, mortgage, loan agreement,
note, lease or other instrument to which the Company or any of
its subsidiaries is a party or by which it or any of them may be
bound, or to which any of the property or assets of the Company
or any of its subsidiaries is subject, nor will such action
result in any violation of the provisions of the charter or by-
laws of the Company or any of its subsidiaries under any
applicable law, administrative regulation or administrative or
court decree.
(xxii) Other than as set forth in the Prospectus, there
are no legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or of which any
property of the Company or any of its subsidiaries is the
subject which, if determined adversely to the Company or any of
its subsidiaries, would individually or in the aggregate have a
material adverse effect on the consolidated financial position,
shareholders' equity or results of operations of the Company and
its subsidiaries considered as one enterprise; and, to the best
of the Company's knowledge, no such proceedings are threatened
or contemplated by governmental authorities or threatened by
others. To the best to the Company's knowledge as used above
shall mean the actual knowledge of the President of the Company
and the General Counsel of the Company.
(xxiii) This Agreement has been duly executed and delivered
by the Company.
(b) Any certificate signed by an officer of the Company
and required to be delivered by the terms hereof to you or to
your counsel shall be deemed a representation and warranty by
the Company to each of you as to the matters covered thereby.
SECTION 2. Sale and Delivery to You; Closing. (a) On the basis
of the representations and warranties herein contained and subject to the
terms and conditions herein set forth, the Company agrees to sell to each
of you, severally and not jointly, and each of you, severally and not
jointly, agrees to purchase from the Company, at the purchase price of
_______ percent of the principal amount thereof, plus accrued interest
from ____, 1995 to the Closing Time, the principal amount of Bonds set
forth in Schedule A opposite your name.
(b) Bonds to be purchased by each of you hereunder, in
definitive form, and in such authorized denominations and registered in
such names as you may request upon at least forty-eight hours' prior
notice to the Company, shall be delivered at the location specified by you
in New York, New York by or on behalf of the Company to you for the
account of each of you, against payment by each of you or on your behalf
of the purchase price therefor by certified or official bank check or
checks payable to the order of the Company, payable to the order of the
Company in Clearing House funds at the office of Wisconsin Power and Light
Company, 222 West Washington Avenue, Madison, Wisconsin 53703, at 9:00
a.m., Central Time, on ___________, 1995 or at such other time and date as
you and the Company may agree upon in writing, such time and date being
herein called the "Closing Time". Such certificates will be made available
for checking and packaging at least twenty-four hours prior to the Closing
Time at the location designated by you for such purpose.
SECTION 3. Covenants of the Company. The Company covenants
with each of you as follows.
(a) The Company will notify the you immediately, and confirm
the notice in writing, (i) of any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement to
the Prospectus or for additional information, (ii) of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or any order preventing or suspending the use of
the Prospectus or the initiation of any proceedings for such purpose, and
(iii) of the suspension of the qualification of the Bonds for the offering
or sale in any jurisdiction or the initiation of any proceedings for such
purpose. The Company will make every reasonable effort to prevent the
issuance of any stop order and, if any stop order or any or preventing or
suspending the use of any Prospectus or suspending such qualification is
issued, to obtain the lifting thereof at the earliest possible moment. If
the Company elects to rely on Rule 434 of the 1933 Act Regulations, the
Company will prepare an abbreviated terms sheet that complies with the
requirements of Rule 434 of the 1933 Act Regulations. If the Company
elects not to rely on Rule 434, the Company will provide you with copies
of the form of Prospectus in such numbers as you may reasonably request
and file or transmit for filing with the Commission such Prospectus in
accordance with Rule 424(b) of the 1933 Act Regulations, by the close of
business in New York on the business day immediately succeeding the date
hereof. If the Company elects to rely on Rule 434 of the 1933 Act
Regulations, the Company will provide you with copies of the form of 434
Prospectus in such numbers as you may reasonably request and file or
transmit for filing with the Commission the form of Prospectus complying
with Rule 434(c)(2) of the 1933 Act Regulations in accordance with Rule
424(b) of the 1933 Act Regulations by the close of business in New York on
the business day immediately succeeding the date hereof.
(b) The Company will give you notice of its intention to file
or prepare any amendment to the Registration Statement (including any
post-effective amendment) or any amendment or supplement to the Prospectus
(including any revised prospectus which the Company proposes for use by
you in connection with the offering of the Bonds which differs from the
prospectus first filed with the Commission pursuant to Rule 424(b) of the
1933 Act Regulations, whether or not such revised prospectus is required
to be filed pursuant to such Rule 424(b) of the 1933 Act Regulations, or
any abbreviated terms sheet prepared in reliance on Rule 434 of the 1933
Act Regulations), will furnish you with copies of any such amendment or
supplement a reasonable amount of time prior to such proposed filing or
use, as the case may be, and will not file any such amendment or
supplement or use any such prospectus to which the you or your counsel
shall reasonably object.
(c) The Company will deliver to each of you and to your counsel
one signed copy of the Registration Statement as originally filed and of
each amendment thereto (including exhibits filed therewith or incorporated
by reference therein).
(d) The Company will furnish to each of you, from time to time
during the period when the Prospectus is required to be delivered under
the 1933 Act, such number of copies of the Prospectus (as amended or
supplemented) as you may reasonably request for the purposes contemplated
by the 1933 Act or the 1933 Act Regulations.
(e) If any event shall occur as a result of which it is
necessary, in the opinion of your counsel, to amend or supplement the
Prospectus in order to make the Prospectus not misleading in the light of
the circumstances existing at the time it is delivered to a purchaser, the
Company will forthwith amend or supplement the Prospectus (in form and
substance reasonably satisfactory to your counsel, so that, as so amended
or supplemented, the Prospectus will not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances existing at the
time it is delivered to a purchaser, not misleading, and the Company will
furnish to you a reasonable number of copies of such amendment or
supplement.
(f) The company will endeavor, in cooperation with you to
qualify the Bonds for offering and sale under the applicable securities
laws of such states and other jurisdictions of the United States as you
may designate; provided, however, that the Company shall not be obligated
to qualify as a foreign corporation in any jurisdiction in which it is not
so qualified. In each jurisdiction in which the Bonds have been so
qualified, the Company will file such statements and reports as may be
required by the laws of such jurisdiction to continue such qualification
in effect or a period of not less than one year from the effective date of
the Registration Statement.
(g) The Company will make generally available to its security
holders as soon as practicable, but not later than 60 days after the close
of the period covered thereby, an earnings statement (in form complying
with the provisions of Rule 158 of the 1933 Act Regulations) covering a
twelve month period beginning not later than the first day of the
Company's fiscal quarter next following the "effective date" (as defined
in said Rule 158) of the Registration Statement.
(h) The Company will use the net proceeds received by it from
the sale of the Bonds in the manner specified in the Prospectus under "Use
of Proceeds".
(i) Immediately following the execution of this Agreement, the
Company will prepare, and file or transmit for filing with the Commission
in accordance with Rule 430A and Rule 424(b) of the 1933 Act Regulations,
copies of an amended Prospectus, or, if required by such Rule 430A, a
post-effective amendment of the Registration Statement (including an
amended Prospectus), containing all information omitted from the
Registration Statement at the time it became effective in reliance upon
such Rule 430A.
(j) During the period beginning from the date hereof and
continuing to and including the earlier of (i) the termination of trading
restrictions on the Bonds, as notified to the Company by you, and (ii) the
Closing Time, not to offer, sell, contract to sell or otherwise dispose of
any debt securities of the Company which mature more than one year after
the Closing Time and which are substantially similar to the Bonds, without
your prior written consent.
SECTION 4. Payment of Expenses. The Company will pay all
expenses incident to the performance of its obligations under this
Agreement, including (i) the printing and filing of the Registration
Statement as originally filed and of each amendment thereto, (ii) the
printing and distribution of this Agreement and the Supplemental Indenture
(iii) the preparation, issuance and delivery of the certificates for the
Bonds to you, (iv) the fees and disbursements of the Company's counsel and
accountants, (v) the qualification of Bonds under securities laws in
accordance with the provisions of Section 3(f), including filing fees and
the fees and the disbursements of your counsel in connection therewith and
in connection with the preparation of the Blue Sky Survey, (vi) the
printing and delivery to you of copies of the Registration Statement as
originally filed and of each amendment thereto, of the preliminary
prospectuses, and of the Prospectus and any amendments or supplements
thereto including the abbreviated terms sheet delivered by the Company
pursuant to Rule 434 of the 1933 Act Regulations, (vii) the printing and
delivery to you of copies of the Blue Sky Survey, (viii) the fees, if any,
of the National Association of Securities Dealers, Inc., (ix) any fees
charged by securities rating services for rating the Bonds, and (x) the
fees and expenses of the Trustees and any agent of the Trustees and the
fees and disbursements of counsel for the Trustees in connection with the
Indenture and the Bonds.
SECTION 5. Conditions of Your Obligations. Your obligations
hereunder are subject to the accuracy in all material respects of the
representations and warranties of the Company herein contained, to the
performance by the Company of its obligations hereunder in all material
respects, and to the following further conditions:
(a) At Closing Time no stop order suspending the effectiveness
of the Registration Statement shall have been issued under the 1933 Act or
proceedings therefore initiated or threatened by the Commission and any
request on the part of the Commission for additional information shall
have been complied with to the reasonable satisfaction of your counsel.
The price of the Bonds and any price-related information previously
omitted from the Registration Statement pursuant to Rule 430A of the 1933
Act Regulations shall have been transmitted to the Commission for filing
pursuant to Rule 424(b) of the 1933 Act Regulations within the prescribed
time period, and prior to Closing Time the Company shall have provided
evidence satisfactory to you of such timely filing, or a post-effective
amendment providing such information shall have been promptly filed and
declared effective in accordance with the requirements of Rule 430A of the
1933 Act Regulations.
(b) At Closing time you shall have received:
(i) The favorable opinion, dated as of Closing Time, of Foley &
Lardner, counsel for the Company, in form and substance reasonably
satisfactory to your counsel, to the effect that:
(A) The Company is a corporation validly existing
under the laws of the State of Wisconsin, with corporate
power and authority to carry on the business in which it is
engaged and to own and operate the property used by it in
such business, as described in the Prospectus.
(B) The authorized capitalization of the Company is
as set forth in the Company's most recent financial
statements included in the Prospectus as of the date for
which such information is set forth.
(C) The Indenture as Supplemented is in due and proper
form, has been duly and validly authorized by the necessary
corporate action on the part of the Company, has been duly and
validly executed and delivered and is a valid and binding
instrument except (I) as the provisions of the Federal
bankruptcy laws may affect the lien thereof on additional
property acquired, and on proceeds, products, rents, issues or
profits realized with respect to property subject to such lien,
in each case, after the commencement of a proceeding under such
laws, (II) as enforcement of certain provisions of the Indenture
is Supplemented may be limited by the laws of the State of
Wisconsin, but the inclusion of such provisions does not affect
the validity of the Indenture as Supplemented and it contains
legally adequate provisions for the realization of the principal
legal rights and benefits afforded by it, except for the
economic consequences of any delay caused by the application of
such laws, (III) as enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforceability of creditors' rights
generally, and (iv) subject to the availability of equitable
remedies for the enforcement of such obligations, provided that
no opinion need be rendered as to the availability of the remedy
of specific performance.
(D) This Agreement has been duly authorized, executed and
delivered by the Company.
(E) The Bonds are in due and proper form; the issue and
sale of the Bonds by the Company in accordance with the terms of
this Agreement have been duly and validly authorized by the
necessary corporate action; the Bonds, when duly executed,
authenticated and delivered to you against payment to the
Company of the agreed consideration therefor, will be valid and
binding obligations of the Company in accordance with their
terms, secured by the lien of and entitled to the benefits
provided by the Indenture as Supplemented, except (I) as the
provisions of the Federal bankruptcy laws may affect the lien of
the Indenture as Supplemented on additional property acquired,
and on proceeds, products, rents, issues or profits realized
with respect to property subject to such lien, in each case,
after the commencement of proceeding under such laws, (II) as
enforcement of certain provisions of the Indenture as
Supplemented may be limited by the laws of the State of
Wisconsin, but the inclusion of such provisions does not affect
the validity of the Indenture as Supplemented and it contains
legally adequate provisions for the realization of the principal
legal rights and benefits afforded by it, except for the
economic consequences of any delay caused by the application of
such laws, (III) as enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforceability of creditors' rights
generally, and (IV) subject to the availability of equitable
remedies or the enforcement of such obligations, provided that
no opinion need be rendered as to the availability of the remedy
of specific performance; and the Bonds and the Indenture as
Supplemented conform as to legal matters, in all material
respects, with the statements concerning them made in the
Prospectus under "Description of Bonds."
(F) The statements concerning the Bonds and the Indenture
as Supplemented made in the Prospectus under "Description of
Bonds" accurately set forth, in all material respects, the
matters respecting the Bonds and the Indenture as Supplemented
required by the 1933 Act and the Trust Indenture Act and the
rules and regulations of the Commission under said Acts to be
set forth in the Prospectus.
(G) The Wisconsin Commission has authorized the issue and
sale of the Bonds; such authorization, to the best of their
knowledge, is still in force and effect and no stay with respect
thereto is pending or in effect and such authorization is
sufficient for the issue and sale of the Bonds; the issue and
sale of the Bonds are in conformity with the terms of such
authorization; and no other approval, authorization, consent or
order of any public board or body is legally required for the
issue and sale of the Bonds to you pursuant to this Agreement or
the carrying out of the provisions of this Agreement, except as
may be required under the securities or "blue sky" laws of those
jurisdictions in which the Bonds are sold or offered for sale.
(H) The Indenture as Supplemented has been qualified under
the Trust Indenture Act.
(I) The execution and delivery of this Agreement and the
consummation of the transactions contemplated herein will not
conflict with or constitute a breach of, or default under, the
charter or by-laws of the Company, the Indenture as Supplemented
or any material contract, indenture, mortgage, loan agreement,
note, lease or other similar instrument pursuant to which
securities of the Company have been issued or pursuant to which
the Company has assumed securities issued by others.
(J) The statements as to matters of law or legal
conclusions expressed under "Item 1. Business - Regulation" in
the Company's most recently filed Form 10-K Annual Report (the
"Form 10-K") which is incorporated by reference in the
Prospectus, with respect to the Public Utility Holding Company
Act of 1935 and the jurisdiction of the Wisconsin Commission,
the Wisconsin Department of Natural Resources, the Illinois
Commerce Commission, the United States Department of Energy and
the Federal Energy Regulatory Commission, and the statements as
to matters of law or legal conclusions expressed under
"Description of the Bonds - Security" in the Prospectus, have
been prepared or reviewed by them and are correct in all
material respects.
(K) The Company owns all of the Common Stock of South
Beloit free and clear of any pledge, lien, or encumbrance.
(L) South Beloit is a corporation in good standing and
validly existing under the laws of the State of Illinois with
corporate power and authority to carry on the business in which
it is engaged and to own and operate the properties used by it
in such business, as described in the Prospectus.
(M) No authorization, approval or consent of any court or
governmental authority or agency is required in connection with
the sale of the Bonds to you, except such as may be required
under the 1933 Act, the Trust Indenture Act and state securities
laws and by the Wisconsin Commission.
(N) The execution and delivery of this Agreement and the
consummation of the transactions herein contemplated will not
conflict with or constitute a breach of or default under, the
charter or by-laws of the Company or any material contract,
indenture, mortgage, loan agreement, note, lease, or other
instrument to which the Company is a party or by which it may be
bound, or any law, administrative regulation or court decree
which if violated would have a material adverse effect on the
Company or the transactions contemplated by this Agreement.
(O) To the best of their knowledge and other than as set
forth or contemplated in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of
its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject which, if
determined adversely to the Company or any of its subsidiaries,
would individually or in the aggregate have a material adverse
effect on the consolidated financial position, stockholders'
equity or results of operations of the Company and its
subsidiaries; and, to the best of such counsel's knowledge, no
such proceedings are threatened or contemplated by governmental
authorities or threatened by others.
(P) The documents incorporated by reference in the
Prospectus or any further amendment or supplement thereto made
by the Company prior to Closing Time (other than the financial
statements and related schedules and other financial and
statistical data contained therein, as to which such counsel
need express no opinion), when they became effective or were
filed with the Commission, as the case may be, complied as to
form in all material respects with the requirements of the 1933
Act or the Securities Exchange Act of 1934, as amended
("Exchange Act"), as applicable, and the rules and regulations
of the Commission thereunder.
(Q) The Registration Statement and the Prospectus and any
further amendments and supplements thereto made by the Company
prior to Closing Time (other than the financial statements and
related schedules and other financial and statistical data
contained therein, as to which such counsel need express no
opinion) comply as to form in all material respects with the
requirements of the 1933 Act and the Trust Indenture Act and the
rules and regulations thereunder. The 434 Prospectus conforms
to the requirements of Rule 434 of the 1933 Act Regulations.
(R) The Company has good and sufficient title to all or
substantially all of the permanent fixed properties owned by it,
including those described or referred to in the Prospectus,
except as otherwise indicated therein, subject only to the lien
of the Indenture as Supplemented and to permitted encumbrances
and liens as defined in the Indenture as Supplemented (such
counsel may note that certain of such properties are owned by
the Company as tenant-in-common); and the Indenture as
Supplemented constitutes a valid, direct first mortgage lien,
subject only to permitted encumbrances and liens, upon all or
substantially all such permanent fixed properties now owned by
the Company (with the exception of the properties excepted and
excluded from such lien); all permanent fixed properties (other
than property of the character excluded by the Indenture as
Supplemented from its lien) thereafter acquired by the Company
and located in counties in Wisconsin in which the Indenture as
Supplemented shall be of record will, upon acquisition, become
subject to the lien of the Indenture as Supplemented, subject,
however, to permitted encumbrances and liens, any liens existing
or placed thereon at acquisition, and any liens which might
intervene prior to the filing or recording of the instrument
containing a sufficient legal description confirming of record
that such property is subject to the lien of the Indenture as
Supplemented, except as the existence or validity of the lien of
the Indenture as Supplemented may be affected by the application
of bankruptcy, insolvency or other laws affecting the rights of
creditors' generally; and the Indenture as Supplemented is
enforceable in accordance with its terms, except (I) as the
provisions of bankruptcy, insolvency or other laws affecting
creditors' rights generally and equitable principles (whether
asserted in a court of equity or at law) relating to the rights
of creditors generally may affect the enforcement of the
provisions thereof, (II) as enforcement of provisions of the
Indenture as Supplemented may be limited by the laws of the
State of Wisconsin affecting certain waivers, consents,
approvals or remedies for the enforcement of the security
provided for in the Indenture as Supplemented (which laws do
not, in the opinion of such counsel, make the remedies therein
legally inadequate for realization of the principal legal rights
and benefits of such security) or (III) as may be limited by
bankruptcy or insolvency laws or other applicable laws affecting
the enforcement of creditors' rights generally, including the
availability of equitable remedies and general principles of
equity; the foregoing opinions in this paragraph are qualified
by the following: no examination of title covering rights-of-
way for transmission or distribution lines and systems or
easements of any kind has been made inasmuch as the Company
believes that the expense incident to the obtaining of abstracts
or title searches and of examinations in respect thereto would
be in excess of the cost of reacquiring by condemnation or
purchase, possession and use of such parts of such rights-of-way
or easements as might be held under defective titles, and
accordingly, the opinion shall not cover such rights-of-way or
easements; as used herein the term "permanent fixed properties"
means real property and improvements thereon constituting real
estate which are used or were acquired for use in the Company's
utility operations; the foregoing opinion, may, as to factual
matters, be made in reliance on certificates of officers of the
Company, and may, as to matters of title, rely on abstracts,
title policies or other title searches, all of which such
counsel believes are appropriate for reliance; such counsel may
also rely on certificates of officers of the Company to the
effect that certain parcels described in the Indenture as
Supplemented are rights-of-way or easements and that certain
parcels are not used or were not acquired for use in the
Company's utility operations.
(S) The Indenture as Supplemented has been duly filed for
record in Dane County, Wisconsin, where the registered office of
the Company is located and in each county in Wisconsin in which,
such counsel has been advised by a certificate of an officer of
the Company, the Company owns any real property described in and
conveyed by the Indenture as Supplemented.
(T) To the best of their knowledge and information there
are no contracts, indentures, mortgages, loan agreements, notes,
leases or other instruments required to be described or referred
to in the Registration Statement or Prospectus or to be filed as
exhibits to the Registration Statement other than those
described or referred to therein or filed or incorporated by
reference as exhibits thereto, the descriptions thereof or
references thereto are correct in all material respects, and no
default exists in the due performance or observance of any
material obligation, agreement, covenant or condition contained
in any contract, indenture, loan agreement, note or lease so
described, referred to, filed or incorporated by reference.
(ii) The favorable opinion, dated as of Closing Time, of Sidley
& Austin, your counsel, with respect to the matters set forth in (A), (C),
(E), (F), (H), and (Q), of subjection (b)(i) of this section.
(iii) In giving their opinions required by subsections (b)(i)
and (b)(ii), respectively, of this Section, Foley & Lardner and Sidley &
Austin shall each additionally state that nothing has come to their
attention that would lead them to believe that the Registration Statement
(other than the financial statements, supporting schedules and other
financial and statistical data included therein, as to which no comment
need be made), at the time it became effective or at the date hereof,
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus (other than the
financial statements, supporting schedules and other financial and
statistical data included therein, as to which no comment need be made),
at the date hereof, (unless the term "Prospectus" refers to a prospectus
which has been provided to you by the Company for use in connection with
the offering of the Bonds which differs from the Prospectus first filed
with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations,
in which case at the time it is first provided to you for such use), or at
Closing Time, included an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. In giving its opinions, Sidley & Austin may rely as to
matters of Wisconsin law upon the opinion of Foley & Lardner.
(c) At Closing Time there shall not have been, since the date
hereof or since the respective dates as of which information is given in
the Registration Statement and the Prospectus, any material adverse
change, or any development involving a prospective material adverse
change, in or affecting the condition, financial or otherwise, or in the
earnings or business affairs of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary
course of business, and you shall have received a certificate of the
President or a Vice President of the Company and of the chief financial or
chief accounting officer of the Company, dated as of the Closing Time, to
the effect that (i) there has been no such material adverse change or
development, (ii) the representations and warranties in Section 1 are true
and correct in all material respects with the same force and effect as
though expressly made at and as of the Closing Time, (iii) the Company has
complied in all material respects with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to Closing
Time, and (iv) no stop order suspending the effectiveness of the
Registration Statement has been issued and, to the best knowledge of such
officers, no proceedings for that purpose have been initiated or
threatened by the Commission.
(d) At the time of the execution of this Agreement, you shall
have received from Arthur Andersen LLP a letter dated such date, in form
and substance satisfactory to you, to the effect that (i) they are
independent public accountants with respect to the Company and its
subsidiaries within the meaning of the 1933 Act and the 1933 Act
Regulations; (ii) it is their opinion that the financial statements and
supporting schedules included in the Registration Statement and covered by
their opinions therein comply as to form in all material respects with the
applicable accounting requirements of the 1933 Act and the 1933 Act
Regulations; (iii) based upon limited procedures set forth in detail in
such letter, nothing has come to their attention which cause them to
believe that (A) the unaudited financial statements and supporting
schedules of the Company and its subsidiaries included in the Registration
Statement do not comply as to form in all material respects with the
applicable accounting requirements of the 1933 Act and the 1933 Act
Regulations or are not presented in conformity with generally accounting
principles applied on a basis substantially consistent with that of the
audited financial statements included in the Registration Statement, (B)
the unaudited amounts of operating revenues, income before interest
expense and net income set forth under "Selected Financial Information" in
the Prospectus were not determined on a basis substantially consistent
with that used in determining the corresponding amounts in the audited
financial statements included in the Registration Statement, or (C) at a
specified date not more than five business days prior to the date of this
Agreement, except for changes, increases or decreases which are described
in such letter, there has been any change in the capital stock of the
Company or any increase in the consolidated long term debt of the Company
or any decrease in consolidated net current assets or net assets as
compared with the amounts shown in the December 31, 1994 balance sheet
included in the Registration Statement, or during the period from December
31, 1994 to a specified date not more than five business days prior to the
date of this Agreement, there were any decreases as compared with the
corresponding period in the preceding year, in operating revenues, income
before interest expense or net income of the Company and its subsidiaries,
except in all instances for changes, increases or decreases which the
Registration Statement and the Prospectus disclose have occurred or may
occur; and (iv) in addition to the examination referred to in their
opinions and the limited procedures referred to in clause (iii) above,
they have carried out certain specified procedures, not constituting an
audit, with respect to certain ratios, amounts, percentages and financial
information which are included in the Registration Statement and
Prospectus and which are specified by you and have found such ratios,
amounts, percentages and financial information to be in agreement with the
relevant accounting, financial and other records of the Company and its
subsidiaries identified in such letter.
(e) At the Closing Time you shall have received from Arthur
Andersen LLP a letter, dated as of the Closing Time, to the effect that
they reaffirm the statements made in the letter furnished pursuant to
subsection (d) of this Section, except that the specified date referred to
shall be a date not more than five business days prior to Closing Time.
(f) At the Closing Time, your counsel shall have been furnished
with such documents and opinions as they may reasonably require for the
purpose of enabling them to pass upon the issuance and sale of the Bonds
as herein contemplated and related proceedings, or in order to evidence
the accuracy of any of the representations or warranties, or the
fulfillment of any of the conditions herein contained.
If any condition specified in this Section shall not have been
fulfilled in all material respects when and as required to be fulfilled,
this Agreement may be terminated by you by notice to the Company any time
at or prior to Closing Time, and such termination shall be without
liability of any party to any other party except as provided in Section 4.
SECTION 6. Indemnification. (a) The Company agrees to
indemnify and hold harmless each of you and each person, if any, who
controls each of you within the meaning of Section 15 of the 1933 Act as
follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), including the information deemed to
be part of the Registration Statement pursuant to Rule 430A(b) or Rule 434
of the 1933 Act Regulations, if applicable, or the omission or alleged
omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or arising out of
any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, if such settlement is effected
with the written consent of the Company; and
(iii) against any and all expense whatsoever, as incurred
(including, subject to Section 6(c) hereof, the fees and disbursements of
counsel chosen by you to represent you), reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced
or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission,
or any such alleged untrue statement or omission to the extent that any
such expense is not paid under (i) and (ii) above;
provided, however, that this indemnity agreement shall not apply
to any loss, liability, claim, damage or expense to the extent arising out
of any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with written information
furnished to the Company by you expressly for use in the Registration
Statement (or any amendment thereto) or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto);
and provided further, that the Company shall not be liable to
you to the extent that any such loss, liability, claim, damage or expense
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission in the Prospectus, if such
untrue statement or alleged untrue statement, omission or alleged omission
is corrected in an amendment or supplement to the Prospectus and if you,
having previously been furnished by or on behalf of the Company with
copies of the Prospectus as so amended or supplemented, thereafter fail to
deliver such Prospectus as so amended or supplemented prior to or
concurrently with the sale of the Bonds to the person asserting such loss,
liability, claim, damage or expense who purchased such Bonds which are the
subject thereof from you.
(b) Each of you severally agrees to indemnify and hold harmless
the Company, its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act against any and all loss,
liability, claim, damage and expense described in the indemnity contained
in subsection (a) of this Section, as incurred, but only with respect to
untrue statements or omissions, or alleged untrue statements or omissions
made in the Registration Statement (or amendment thereto) or any
preliminary prospectus or the Prospectus (or any amendment of supplement
thereto) in reliance upon and in conformity with written information
furnished to the Company by you expressly for use in the Registration
Statement (or any amendment thereto) or such preliminary prospectus or the
Prospectus (or any amendment or supplement thereto).
(c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but
failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability which it may have otherwise than on
account of this indemnity agreement. An indemnifying party may
participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) be counsel to the
indemnified party. In no event shall the indemnifying parties be liable
for fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions
in the same jurisdiction arising out of the same general allegations or
circumstances.
SECTION 7. Contribution. In order to provide for just and
equitable contribution in circumstances in which an indemnity agreement
provided for in Section 6 is for any reason held to be unenforceable by
the indemnified parties although applicable in accordance with its terms,
the Company and you shall contribute to the aggregate losses, liabilities,
claims, damages and expenses incurred by the Company and you, as incurred,
in such proportions that you are responsible for that portion represented
by the percentage that the underwriting discount appearing on the cover
page of the Prospectus bears to the initial public offering price
appearing thereon and the Company is responsible for the balance;
provided, however, that no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
representation. For purposes of this Section, each person, if any, who
controls either of you within the meaning of Section 15 of the 1933 Act
shall have the same rights to contribution as you, and each director of
the Company, each officer of the Company, who signed the Registration
Statement, and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act shall have the same rights to
contribution as the Company.
SECTION 8. Representations, Warranties and Agreements to
Survive Delivery. All representations, warranties and agreements
contained in this Agreement or contained in certificates of officers of
the Company submitted pursuant hereto, shall remain operative and in full
force and effect, regardless of any investigation made by or on behalf of
either of you or any controlling person, or by or on behalf of the
Company, and shall survive delivery of the Bonds to you.
SECTION 9. Termination of Agreement. (a) You may terminate
this Agreement, by notice to the Company at any time at or prior to
Closing Time (i) if there has been, since the date of this Agreement or
since the respective dates as of which information is given in the
Registration Statement, any material adverse change, or any development
involving a prospective material adverse change, in or affecting the
condition, financial or otherwise, or in the earnings or business affairs
of the Company and its subsidiaries considered as one enterprise, whether
or not arising in the ordinary course of business, or (ii) if there has
occurred any outbreak of hostilities or escalation thereof or other
calamity or crisis the effect of which on the financial markets of the
United States is such as to make it, in your reasonable judgment,
impracticable to market the Bonds or to enforce contracts for the sale of
the Bonds, or (iii) if trading in the Common Stock of WPL Holdings, Inc.
has been suspended by the Commission, or if trading generally on the New
York Stock Exchange has been suspended, or minimum or maximum prices for
trading have been fixed, or maximum ranges for prices for securities have
been required, by said Exchange or by order of the Commission of any other
governmental authority, or if banking moratorium has been declared by
either Federal, New York or Wisconsin authorities, or (iv) if the rating
assigned by any nationally recognized securities relating agency to any
debt securities of the Company as of the date of this Agreement shall have
been lowered since such date, or if any such rating agency shall have
publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any debt securities of the Company,
or (v) if there shall have come to your attention any facts that would
cause you to believe that the Prospectus, at the time it was required to
be delivered to a purchaser or omitted to state a material fact necessary
in order to make the statements therein, in light of the circumstances
existing at the time of such delivery, not misleading.
(b) If this Agreement is terminated pursuant to this Section,
such termination shall be without liability of any party to any other
party except as provided in Section 4. Notwithstanding any such
termination, the provisions of Sections 6, 7 and 8 shall remain in effect.
SECTION 10. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given
if mailed or transmitted by any standard form of telecommunication.
Notices to you shall be directed to you c/o Merrill Lynch & Co. at Merrill
Lynch World Headquarters, North Tower, World Financial Center, New York,
New York 10281, attention of _________________, Vice President; notices to
the Company shall be directed to it at 222 West Washington Avenue, P. O.
Box 2568, Madison, Wisconsin 53701-2568, attention of Erroll B. Davis,
Jr., President and Chief Executive Officer.
SECTION 11. Parties. This Agreement shall inure to the benefit
of and be binding upon you and the Company and your and its respective
successors, heirs and legal representatives. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any
person, firm or corporation, other than you and the Company and your and
its respective successors, heirs and legal representatives, and the
controlling persons and officers and directors referred to in Sections 6
and 7 and their heirs and legal representatives, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any
provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of
you and the Company and your and its respective successors, heirs and
legal representatives and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit
of no other person, firm or corporation. No purchaser of Bonds from you
shall be deemed to be a successor by reason merely of such purchase.
SECTION 12. Governing Law and Time. This Agreement shall be
governed by and construed in accordance with the laws of the State of
Wisconsin applicable to agreements made and to be performed in said State.
Specified times of day refer to New York City time.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparties, will become a
binding agreement among the Underwriters and the Company in accordance
with its terms.
Very truly yours,
WISCONSIN POWER AND LIGHT COMPANY
By: ____________________________
(President)
CONFIRMED AND ACCEPTED
as of the date first above written.
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
PAINEWEBBER INCORPORATED
By: Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: ______________________________________________
Title: ______________________________________
Investment Banking Group
<PAGE>
SCHEDULE A
Principal Amount
Name of Underwriters of Bonds
Merrill Lynch, Pierce, Fenner & Smith
Incorporated $
PaineWebber Incorporated
------------
TOTAL $ 60,000,000
SUPPLEMENTAL INDENTURE
___________
Dated _____________, 1995
__________
WISCONSIN POWER AND LIGHT COMPANY
TO
FIRSTAR TRUST COMPANY
AND GENE E. PLOEGER
AS TRUSTEES
__________
(SUPPLEMENTAL TO THE INDENTURE OF MORTGAGE OR DEED OF
TRUST DATED AUGUST 1, 1941, EXECUTED BY WISCONSIN
POWER AND LIGHT COMPANY TO FIRST WISCONSIN
TRUST COMPANY AND GEORGE B. LUHMAN,
AS TRUSTEES)
__________
(PROVIDING FOR FIRST MORTGAGE BONDS, SERIES AA
DUE ____________, 2025)
REAL ESTATE TRANSFER TAX DOES NOT APPLY [77.25(10)]
<PAGE>
THIS SUPPLEMENTAL INDENTURE, dated ___________, 1995, [but
actually executed ___________, 1995,] made and entered into by and between
WISCONSIN POWER AND LIGHT COMPANY, a corporation organized and existing
under the laws of the State of Wisconsin (hereinafter referred to as the
"Company"), and FIRSTAR TRUST COMPANY (f/k/a First Wisconsin Trust
Company), also a corporation organized and existing under the laws of the
State of Wisconsin and having its principal office or place of business in
the City of Milwaukee, State of Wisconsin (hereinafter referred to as the
"Trustee"), and GENE E. PLOEGER, of the City of Milwaukee, State of
Wisconsin (successor to Richard Pyritz, Jr.), as Trustees under the
Indenture of Mortgage or Deed of Trust dated August 1, 1941, as amended by
the Supplemental Indentures dated, respectively, January 1, 1948,
September 1, 1948, June 1, 1950, April 1, 1951, April 1, 1952, September
1, 1953, October 1, 1954, March 1, 1959, May 1, 1962, August 1, 1968, June
1, 1969, October 1, 1970, July 1, 1971, April 1, 1974, December 1, 1975,
May 1, 1976, May 15, 1978, August 1, 1980, January 15, 1981, August 1,
1984, January 15, 1986, June 1, 1986, August 1, 1988, December 1, 1990,
September 1, 1991, October 1, 1991, March 1, 1992, May 1, 1992, June 1,
1992 and July 1, 1992 (said Indenture, as so amended, being hereinafter
referred to as the "Indenture") heretofore executed and delivered by the
Company to the Trustees under the Indenture (hereinafter referred to as
the "Trustees" or the "Trustees under the Indenture"):
WITNESSETH :
WHEREAS, Richard Pyritz, Jr. has resigned as Co-Trustee under
the Indenture, and, in accordance with the provisions of Article XV of the
Indenture, Gene E. Ploeger has been appointed and is now the duly
constituted and acting Co-Trustee under the Indenture; and
WHEREAS, the Company, by resolutions of its Board of Directors
duly adopted, has determined forthwith to issue an additional series of
bonds to be secured by the Indenture, as hereby amended, to be known and
designated as First Mortgage Bonds, Series AA (hereinafter sometimes
referred to as the "bonds of Series AA"), and to be authenticated and
issued only as registered bonds without coupons; and
WHEREAS, on or subsequent to July 1, 1992, the Company has
constructed or acquired certain additional properties which are subject in
any event to the lien and effect of the Indenture; and
WHEREAS, the Company desires, in accordance with the provisions
of Section 6(e) of Article II and Article XVI of the Indenture, to execute
this supplemental indenture for the purpose of (i) specifically conveying
to the Trustees upon the trusts and for the purposes of the Indenture, as
hereby amended, all such additional properties so constructed or acquired
by the Company and now owned by it, except property of the character of
that expressly excepted and excluded from the lien of the Indenture, and
(ii) creating the bonds of Series AA; and
WHEREAS, the execution and delivery by the Company of this
supplemental indenture have been duly authorized by the Board of Directors
and the Pricing Committee of the Board of Directors of the Company; and
the Company has requested and hereby requests, the Trustees to enter into
and join with the Company in the execution and delivery of this
supplemental indenture; and
WHEREAS, the bonds of Series AA are to be authorized,
authenticated and issued only in the form of registered bonds without
coupons, and each of such bonds shall be substantially in the following
form, to wit:
<PAGE>
(FORM OF FACE OF BOND OF SERIES AA)
No. $
WISCONSIN POWER AND LIGHT COMPANY
FIRST MORTGAGE BOND, SERIES AA
DUE ____________, 2025
Wisconsin Power and Light Company, a Wisconsin corporation
(hereinafter called the "Company"), for value received, hereby promises to
pay to _______________________ or registered assigns, the principal sum of
_______________ Dollars on the _______ day of ________, 2025, and to pay
to the registered owner interest on said sum from the date hereof, at the
rate of ____ per centum per annum, payable half-yearly on the _____ day of
______ and the ______ day of ________ in each year, until said principal
sum is paid. The interest so payable on any _________ or _________ shall
be paid (subject to certain exceptions provided in the Indenture
hereinafter referred to) to the person in whose name this bond is
registered at the close of business on the immediately preceding ________
or _________ as the case may be. Both the principal of and interest on
this bond shall be payable, in any coin or currency of the United States
of America which at the time of payment is legal tender for public and
private debts, at the office or agency of the Company in the City of
Milwaukee, State of Wisconsin, or, at the option of the registered owner,
at the office or agency of the Company in the Borough of Manhattan, The
City of New York, State of New York. At the option of the Company, the
interest on this bond shall be payable by check mailed to the registered
owner.
The provisions of this bond are continued on the reverse hereof
and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
This bond shall not be valid or become obligatory for any
purpose unless and until it shall have been authenticated by the execution
by or on behalf of the Trustee or its successor in trust under the
Indenture of the Trustee's Certificate in either form endorsed hereon.
IN WITNESS WHEREOF, Wisconsin Power and Light Company has caused
this bond to be executed in its name by the manual or facsimile signature
of its President or one of its Vice Presidents, and its corporate seal or
a facsimile thereof to be hereto affixed or imprinted hereon and attested
by the manual or facsimile signature of its Secretary or one of its
Assistant Secretaries.
Dated as of __________________.
WISCONSIN POWER AND LIGHT COMPANY
By: _____________________________
President
ATTEST:
_________________________
Secretary
(FORM OF REVERSE OF BOND OF SERIES AA)
This bond is one of the bonds issued and to be issued from time
to time under and in accordance with and all secured by the indenture of
mortgage or deed of trust dated August 1, 1941 between the Company and
Firstar Trust Company (f/k/a First Wisconsin Trust Company) (hereinafter
referred to as the "Trustee") and Gene E. Ploeger, as Trustees, as
heretofore amended and supplemented, including by an indenture
supplemental thereto dated ___________, 1995 creating the series in which
this bond is issued (said indenture of mortgage as so amended and
supplemented being hereinafter referred to as the "Indenture"). Reference
to the Indenture and to all supplemental indentures, if any, hereafter
executed pursuant to the Indenture is hereby made for a description of the
property mortgaged and pledged, the nature and extent of the security, the
rights of the holders and registered owners of said bonds and of the
Trustees and of the Company in respect of such security and the terms and
conditions upon which the Indenture may be amended, modified or altered
with and without the consent of the holders and registered owners of said
bonds. By the terms of the Indenture the bonds to be secured thereby are
issuable in series which may vary as to date, amount, date of maturity,
rate of interest, redemption provisions, medium of payment and in other
respects as in the Indenture provided. At the option of the Company and
upon the notice and in the manner and with the effect provided in the
Indenture, bonds of Series AA, of which this is one, may be redeemed as a
whole at any time, or in part from time to time, at the redemption price,
expressed as a percentage of the principal amount of the bonds hereinafter
stated under "General Redemption Prices," in effect at the date fixed for
redemption, together with accrued interest to such date on the bonds to be
redeemed:
If Redeemed If Redeemed
During the During the
12 Months General 12 Months General
Beginning Redemption Beginning Redemption
Prices Prices
(The redemption prices and redemption periods set forth in Article I
of this supplemental indenture are incorporated in and made a part of
this form of bond by reference thereto, and shall be inserted at this
point in each bond of Series AA)
provided, that none of the bonds of Series AA may be redeemed prior to
____________, 2005 if such redemption is for the purpose of refunding or
is in anticipation of the refunding of such bonds by or in anticipation of
the incurring by the Company of any debt having an interest cost to the
Company of less than _____% per annum, the term "interest cost" meaning
the annual percentage yield to stated maturity of such debt at the net
price to the Company therefor, determined by reference to a standard table
of bond yields, using straight-line interpolation if necessary, such net
price to the Company to be determined after allowing for all underwriting
or other discounts, commissions, commitment charges and other compensation
received or receivable directly from the Company on account of the
incurring of such debt.
In case of certain events of default specified in the Indenture,
the principal of this bond may be declared or may become due and payable
in the manner and with the effect provided in the Indenture. No recourse
shall be had for the payment of the principal of or interest on this bond,
or for any claim based hereon, or otherwise in respect hereof or of the
Indenture or any indenture supplemental thereto, to or against any
incorporator, stockholder, officer or director, past, present or future,
of the Company, or of any predecessor or successor corporation, either
directly or through the Company, or such predecessor or successor
corporation, under any constitution or statute or rule of law, or by the
enforcement of any assessment or penalty, or otherwise, all such liability
of incorporators, stockholders, directors and officers being waived and
released by the registered owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Indenture. This
bond is transferable by the registered owner hereof, in person or by
attorney duly authorized, at the principal office or place of business of
the Trustee under the Indenture, or, at the option of the registered
owner, at the office or agency of the Company in the Borough of Manhattan,
The City of New York, State of New York, upon the surrender and
cancellation of this bond and the payment of any stamp tax or other
governmental charge, and upon any such transfer a new registered bond or
bonds of the same series and maturity date and for the same aggregate
principal amount will be issued to the transferee in exchange herefor;
provided, that (a) in the event of the redemption of all of the bonds of
Series AA, the Company shall not be required to register the exchange or
transfer of any bonds of said series after the opening of business ten
(10) days next preceding the day of the giving of the relevant notice of
redemption as provided in the Indenture and (b) in the event of the
redemption of less than all of the bonds of Series AA, the Company shall
not be required to register the exchange or transfer of any bonds of said
series during the period beginning at the opening of business ten (10)
days next preceding any date for selection of bonds of said series to be
called for redemption and ending at the close of business on the day of
the giving of the relevant notice of redemption as provided in the
Indenture, and, as to bonds of said series selected for redemption, from
and after the date of such selection.
AND WHEREAS, on each of the bonds of Series AA (whether in
temporary or definitive form) there is to be endorsed a certificate of the
Trustee substantially in the following form, to wit:
TRUSTEE'S CERTIFICATE
This bond is one of the bonds of the series designated therein,
issued under the within mentioned Indenture.
FIRSTAR TRUST COMPANY,
as Trustee
By: _______________________________
Authorized Officer
or
TRUSTEE'S CERTIFICATE
This bond is one of the bonds of the series designated therein,
issued under the within mentioned Indenture.
FIRSTAR TRUST COMPANY,
as Trustee
By: BANKERS TRUST COMPANY,
Authenticating Agent
By: _____________________________
Authorized Officer
NOW, THEREFORE, in consideration of the premises and of the sum
of One Dollar ($1.00) duly paid by the Trustees to the Company, and of
other good and valuable considerations, the receipt whereof is hereby
acknowledged, and for the purpose of further assuring to the Trustees
under the Indenture their title to, or lien upon, the property hereinafter
described, under and pursuant to the terms of the Indenture, as hereby
amended, and for the purpose of further securing the due and punctual
payment of the principal of and interest and the premium, if any, on all
bonds which have been heretofore or shall be hereafter issued under the
Indenture and indentures supplemental thereto and which shall be at any
time outstanding thereunder and secured thereby, and for the purpose of
securing the faithful performance and observance of all the covenants and
conditions set forth in the Indenture and/or in any indenture supplemental
thereto, the Company has given, granted, bargained, sold, transferred,
assigned, pledged, mortgaged, warranted the title to and conveyed, and by
these presents does hereby give, grant, bargain, sell, transfer, assign,
pledge, mortgage, warrant the title to and convey unto FIRSTAR TRUST
COMPANY and GENE E. PLOEGER, as Trustees under the Indenture as therein
provided, and their successors in trusts thereby created, and to their
assigns, all the right, title and interest of the Company in and to any
and all lines, plants, premises, property, leases and leaseholds,
franchises, permits, rights and powers of every kind and description, real
and personal, which, in most instances, have been constructed or acquired
by the Company on or subsequent to July 1, 1992, and which at the date
hereof are owned by the Company, together with the rents, issues, products
and profits therefrom, excepting, however, and there is hereby expressly
reserved from the lien and effect of the Indenture and of this
supplemental indenture, all the right, title and interest of the Company,
now owned or hereafter acquired, in and to (a) all cash, bonds, shares of
stock, obligations and other securities not deposited with the Trustee or
Trustees under the Indenture, (b) all accounts and bills receivable,
judgments (other than for the recovery of real property or establishing a
lien or charge thereon or right therein) and choses in action not
specifically assigned to and pledged with the Trustee or Trustees under
the Indenture, (c) all tangible personal property held by the Company for
sale, lease, rental or consumption in the ordinary course of business, (d)
the last day of each of the demised terms created by any lease of property
now or hereafter leased to the Company and under each and every renewal of
any such lease, the last day of each and every such demised term being
hereby expressly reserved to and by the Company, and (e) all gas, oil and
other minerals existing upon, within or under any real estate of the
Company hereby conveyed and which is subject to the lien of the Indenture,
as hereby amended.
Without in any way limiting or restricting the generality of the
foregoing description, or the foregoing exceptions and reservations, the
Company hereby expressly gives, grants, bargains, sells, transfers,
assigns, pledges, mortgages, warrants the title to and conveys unto the
Trustees, upon the trusts and for the purposes of the Indenture, as hereby
amended, the properties described in SCHEDULE A to this supplemental
indenture, which SCHEDULE A is incorporated herein by reference with the
same force and effect as if set forth herein at length, and which
properties, in most instances, have been constructed or acquired by the
Company on or subsequent to July 1, 1992, and which at the date hereof are
owned by the Company, together with the tenements, hereditaments and
appurtenances thereunto belonging or appertaining.
TO HAVE AND TO HOLD all said lines, plants, property, premises,
rights and interests described in said SCHEDULE A and conveyed, assigned,
pledged or mortgaged, or intended to be conveyed, assigned, pledged or
mortgaged, together with the rents, issues, products and profits
therefrom, unto said FIRSTAR TRUST COMPANY and GENE E. PLOEGER, as
Trustees under the Indenture, as hereby amended, and unto their successor
or successors in trust, and their assigns forever, BUT IN TRUST,
NEVERTHELESS, upon the trusts and for the purposes and subject to all the
terms, conditions, provisions and restrictions of the Indenture, as hereby
amended.
And upon the considerations and for the purposes aforesaid and
in order, pursuant to the terms of the Indenture, to provide for the
issuance under the Indenture, as hereby amended, of the bonds of Series AA
and to fix the terms, provisions and characteristics of the bonds of said
Series and the aggregate principal amount of bonds of said Series that may
be outstanding at any one time under and secured by the Indenture, as
hereby amended, and in order to modify and amend the Indenture in the
particulars and to the extent hereinafter in this supplemental indenture
specifically provided, the Company hereby covenants and agrees with the
Trustees, as follows:
ARTICLE I
A series of bonds issuable under the Indenture, as hereby
amended, and to be known and designated as "First Mortgage Bonds, Series
AA", is hereby created and authorized. The aggregate principal amount of
bonds of Series AA that may be at any one time outstanding under and
secured by the Indenture, as hereby amended (excluding the principal
amount of any substitute bond or bonds issued pursuant to Section 13 of
Article I of the Indenture on account of any lost or destroyed bond or
bonds not surrendered to the Trustee for cancellation), shall not exceed
Sixty Million Dollars ($60,000,000). The bonds of Series AA shall be
substantially in the form hereinbefore recited. Each bond of said Series
shall be due and payable ___________, 2025; shall be dated in accordance
with the provisions of Section 1 of Article I of the Indenture, and,
subject to the exception set forth in said Section 1 of Article I of the
Indenture, if issued prior to the occurrence of the first interest payment
day thereof to which interest was paid, shall be dated ____________, 1995;
subject to the exceptions set forth in Section 1 of Article I of the
Indenture, shall bear interest from the date thereof at the rate of _____
per centum (__%) per annum, payable half-yearly on the _______ day of
______ and the _____ day of __________ in each year to the respective
persons in whose names such bonds are registered on the applicable record
date provided in this Article I; shall be payable as to principal and
interest, in any coin or currency of the United States of America which at
the time of payment is legal tender for public and private debts, at the
office or agency of the Company in the City of Milwaukee, State of
Wisconsin, or, at the option of the registered owner, at the office or
agency of the Company in the Borough of Manhattan, The City of New York,
State of New York; and, at the option of the Company, shall be payable as
to interest by check.
The record date with respect to any interest payment day (other
than an interest payment day for the payment of defaulted interest)
applicable to the bonds of Series AA shall be the _______ or __________,
as the case may be, next preceding such interest payment day.
At the option of the Company and upon the notice and in the
manner and with the effect provided in the Indenture, as hereby amended,
bonds of Series AA may be redeemed as a whole at any time, or in part from
time to time, at the redemption price, expressed as a percentage of the
principal amount of the bonds hereinafter stated under "General Redemption
Prices," in effect at the date fixed for redemption, together with accrued
interest to such date on the bonds to be redeemed:
If Redeemed If Redeemed
During the During the
12 Months General 12 Months General
Beginning Redemption Beginning Redemption
Prices Prices
1995 % 2010 %
1996 2011
1997 2012
1998 2013
1999 2014
2000 2015
2001 2016
2002 2017
2003 2018
2004 2019
2005 2020
2006 2021
2007 2022
2008 2023
2009 2024
provided, that none of the bonds of Series AA may be redeemed prior to
_________, 2005 if such redemption is for the purpose of refunding or is
in anticipation of the refunding of such bonds by or in anticipation of
the incurring by the Company of any debt having an interest cost to the
Company of less than ____% per annum, the term "interest cost" meaning the
annual percentage yield to stated maturity of such debt at the net price
to the Company therefor, determined by reference to a standard table of
bond yields, using straight-line interpolation if necessary, such net
price to the Company to be determined after allowing for all underwriting
or other discounts, commissions, commitment charges and other compensation
received or receivable directly from the Company on account of the
incurring of such debt.
The foregoing redemption prices and redemption periods shall be
set forth in each bond of Series AA prior to the execution and
authentication thereof.
Notice of redemption of any bonds of Series AA shall be given as
provided in Article V of the Indenture, except that notice need be given
only by mail and not by publication. If given only by mail, the mailing of
such notice shall be a condition precedent to redemption, provided that
any notice which is mailed in accordance with said Article shall be
conclusively presumed to have been duly given whether or not the holders
received such notice, and failure to give notice by mail, or any defect in
such notice, to the holder of any such bond designated for redemption in
whole or in part shall not affect the validity of the redemption of any
other such bond.
The bonds of Series AA shall, from time to time, be executed on
behalf of the Company, and sealed with the corporate seal of the Company,
in the manner provided in Section 6 of Article I of the Indenture, as
follows: (a) bonds of said Series executed on behalf of the Company by its
President, a Vice President, its Secretary or an Assistant Secretary may
be so executed by the facsimile signature of such President, Vice
President, Secretary or Assistant Secretary, as the case may be, of the
Company or of any person or persons who shall have been such officer or
officers, as the case may be, of the Company on or subsequent to the date
of this supplemental indenture, notwithstanding that he or they may have
ceased to be such officer or officers of the Company at the time of the
actual execution, authentication, issue or delivery of any of such bonds
of said Series, and any such facsimile signature or signatures of any such
officer or officers on any of such bonds shall constitute execution of
such bonds on behalf of the Company by such officer or officers of the
Company for the purposes of the Indenture, as hereby amended, and shall be
valid and effective for all purposes, provided, that all bonds of said
Series shall always be executed on behalf of the Company by the signature,
manual or facsimile, of its President or a Vice President and of its
Secretary or an Assistant Secretary, and (b) such corporate seal of the
Company may be facsimile, and any bonds of Series AA on which such
facsimile seal shall be affixed, impressed, imprinted or reproduced shall
be deemed to be sealed with the corporate seal of the Company for the
purposes of the Indenture, as hereby amended, and such facsimile shall be
valid and effective for all purposes.
Bonds of Series AA are exchangeable and transferable in the
manner and upon the conditions prescribed in the Indenture, as hereby
modified, and without charge therefor, except for any stamp tax or other
governmental charge; provided, that (a) in the event of the redemption of
all of the bonds of Series AA, the Company shall not be required to
register the exchange or transfer of any bonds of said series after the
opening of business ten (10) days next preceding the day of the giving of
the relevant notice of redemption as provided in the Indenture, as hereby
amended, and (b) in the event of the redemption of less than all of the
bonds of Series AA, the Company shall not be required to register the
exchange or transfer of any bonds of said series during the period
beginning at the opening of business ten (10) days next preceding any date
for selection of bonds of said series to be called for redemption and
ending at the close of business on the day of the giving of the relevant
notice of redemption as provided in the Indenture, as hereby amended, and,
as to bonds of said series selected for redemption from and after the date
of such selection.
ARTICLE II
SECTION 1. The provisions of this supplemental indenture
shall become and be effective from and after the execution hereof; and the
Indenture, as hereby amended, shall remain in full force and effect.
SECTION 2. Each reference in the Indenture or in this
supplemental indenture to any article, section, term or provision of the
Indenture shall mean and be deemed to refer to such article, section, term
or provision of the Indenture, as amended by this supplemental indenture,
except where the context otherwise indicates.
SECTION 3. All the covenants, provisions, stipulations and
agreements in this supplemental indenture contained are and shall be for
the sole and exclusive benefit of the parties hereto, their successors and
assigns, and of the holders and registered owners from time to time of the
bonds and of the coupons issued and outstanding from time to time under
and secured by the Indenture, as hereby amended.
This supplemental indenture may be simultaneously executed in
any number of counterparts and all said counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.
At the time of the execution of this supplemental indenture, the
aggregate principal amount of all indebtedness of the Company outstanding,
or to be presently outstanding, under and secured by the Indenture, as
hereby amended, is [$436,874,000] consisting of and represented by First
Mortgage Bonds of the Company as follows:
Interest Principal
Series Rate Maturity Date Amount
L 6-1/4% August 1, 1998 8,899,000
1984 A * August 1, 2014 8,500,000
1988 A * August 1, 2015 14,600,000
V 9-3/10% December 1, 2025 [32,000,000]
1991 A * September 1, 2015 16,000,000
1991 B * September 1, 2005 16,000,000
1991 C * October 1, 2000 1,000,000
1991 D * October 1, 2000 875,000
W 8-6/10% March 15, 2027 90,000,000
X 7-3/4% June 1, 2004 62,000,000
Y 7-6/10% July 1, 2005 72,000,000
Z 6-1/8% July 15, 1997 55,000,000
AA ____% ___________, 2025 60,000,000**
__________
* If variable, not greater than 13%, and, if fixed, not greater than
15%.
** To be presently issued by the Company.
IN WITNESS WHEREOF, said Wisconsin Power and Light Company has
caused this instrument to be executed in its corporate name by its
President, a Senior Vice President or a Vice President and its corporate
seal to be hereunto affixed and to be attested and countersigned by its
Corporate Secretary or an Assistant Corporate Secretary, and said Firstar
Trust Company, for the purpose of entering into and joining with the
Company in the execution of this supplemental indenture, has caused this
instrument to be executed in its corporate name by its President, a Vice
President or an Assistant Vice President and its corporate seal to be
hereunto affixed and to be attested and countersigned by its Secretary or
an Assistant Secretary, and said Gene E. Ploeger, for the purpose of
entering into and joining with the Company in the execution of this
supplemental indenture, has signed and sealed this instrument, in several
counterparts, all as of the day and year first above written.
WISCONSIN POWER AND LIGHT COMPANY
By: ______________________________
[Name]
[Vice President]
ATTEST AND COUNTERSIGNED:
By: _________________________ (CORPORATE SEAL)
[Name]
[Assistant] Corporate Secretary
FIRSTAR TRUST COMPANY
By: ______________________________
[Name]
Vice President
ATTEST AND COUNTERSIGNED:
By: ________________________ (CORPORATE SEAL)
[Name]
Assistant Secretary
_____________________________(SEAL)
GENE E. PLOEGER
Executed in the presence of:
_________________________
_________________________
Witnesses
STATE OF WISCONSIN )
) SS.
COUNTY OF DANE )
Personally came before me, this _____ day of _________, 1995,
________________ and _________________, a [Vice President] and [a] [an
Assistant] Corporate Secretary, respectively, of the within-named
Wisconsin Power and Light Company, a corporation organized under the laws
of the State of Wisconsin, to me known to be the persons who executed the
foregoing instrument as such [Vice President] and [Assistant] Corporate
Secretary and to me known to be such [Vice President] and [Assistant]
Corporate Secretary of said corporation, and acknowledged that they
executed the foregoing instrument as such officers as the deed of such
corporation by its authority.
________________________________
Notary Public, Dane County,
Wisconsin
My commission expires: _________
(NOTARIAL SEAL)
STATE OF WISCONSIN )
) SS.
COUNTY OF MILWAUKEE )
Personally came before me, this _____ day of __________, 1995:
(a) ________________ and _________________, a Vice President
and an Assistant Secretary, respectively, of the within-named Firstar
Trust Company, a corporation organized under the laws of the State of
Wisconsin, to me known to be the persons who executed the foregoing
instrument as such Vice President and Assistant Secretary and to me known
to be such Vice President and Assistant Secretary of said corporation, and
acknowledged that they executed the foregoing instrument as such officers
as the deed of such corporation by its authority; and
(b) the within-named Gene E. Ploeger, to me known to be the
person who executed the foregoing instrument, and acknowledging the same.
________________________________
Notary Public, Milwaukee County,
Wisconsin
My commission expires: _________
(NOTARIAL SEAL)
This instrument was drafted by Russell E. Ryba of the firm of Foley &
Lardner, attorneys-at-law, Milwaukee, Wisconsin.
<PAGE>
SCHEDULE A
TO THE SUPPLEMENTAL INDENTURE DATED ___________, 1995
FROM WISCONSIN POWER AND LIGHT COMPANY
TO FIRSTAR TRUST COMPANY
AND GENE E. PLOEGER,
AS TRUSTEES
The properties of the Company which, in most instances, have been
constructed or acquired by the Company on or subsequent to July 1, 1992,
referred to in the following Items First through __________ of the
foregoing Supplemental Indenture located in the counties of Adams,
Calumet, Columbia, Crawford, Dane, Dodge, Fond du Lac, Grant, Green, Green
Lake, Iowa, Jackson, Jefferson, Juneau, Kenosha, Kewaunee, LaFayette,
Langlade, Manitowoc, Marathon, Marquette, Menominee, Monroe, Portage,
Richland, Rock, Sauk, Shawano, Sheboygan, Vernon, Walworth, Waupaca,
Waushara, Winnebago and Wood, in the State of Wisconsin, are described as
follows:
First:
FOLEY & LARDNER
A T T O R N E Y S A T L A W
FIRSTAR CENTER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5367
A MEMBER OF GLOBALEX
WITH MEMBER OFFICES IN
MADISON BERLIN
CHICAGO TELEPHONE (414) 271-2400 BRUSSELS
WASHINGTON, D.C. DRESDEN
JACKSONVILLE TELEX 26-819 FRANKFURT
ORLANDO LONDON
TALLAHASSEE (FOLEY LARD MIL) PARIS
TAMPA SINGAPORE
WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART
TAIPEI
WRITER'S DIRECT LINE
July 7, 1995
Wisconsin Power and Light Company
222 West Washington Avenue
Madison, Wisconsin 53703
Gentlemen:
We have acted as counsel for Wisconsin Power and Light Company,
a Wisconsin corporation (the "Company"), in connection with the
preparation of a Registration Statement on Form S-3, including the
Prospectus constituting a part thereof (the "Registration Statement"), to
be filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, and relating to the issuance and sale of
$60,000,000 principal amount of First Mortgage Bonds, Series AA (the "New
Bonds"), by the Company in the manner set forth in the Registration
Statement. The New Bonds will be issued under the Indenture of Mortgage
or Deed of Trust, dated as of August 1, 1941, between the Company and
Firstar Trust Company (f/k/a First Wisconsin Trust Company) and George B.
Luhman (Gene E. Ploeger being now the individual trustee), as Trustees
(the Indenture of Mortgage or Deed of Trust and all indentures
supplemental thereto are collectively referred to herein as the
"Indenture"), and a supplemental indenture (the "Supplemental Indenture")
providing for the issuance of the New Bonds.
In connection with our opinion, we have examined: (a) the
Registration Statement, including the Prospectus; (b) the Restated
Articles of Organization and By-laws of the Company, as amended; and (c)
such other proceedings, documents and records as we have deemed necessary
to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a validly existing corporation under the
laws of the State of Wisconsin.
2. The New Bonds when executed, authenticated and issued in
accordance with the resolutions adopted by the Board of Directors of the
Company on June 5 and June 22, 1995 and in the manner and for the
consideration contemplated by the Registration Statement will be legally
issued, valid and binding obligations of the Company enforceable in
accordance with their terms, except as enforcement thereof may be limited
by bankruptcy or other applicable laws affecting the enforcement of
creditors' rights generally or the application of equitable principles;
provided, that prior to the issuance of the New Bonds there shall be taken
various proceedings in the manner contemplated by us as counsel, which
include the following:
(a) The completion of the requisite procedure under the
applicable provisions of the Securities Act of 1933, as amended,
and the Trust Indenture Act of 1939, as amended.
(b) The completion of the requisite procedure relating to
the authorization by the Public Service Commission of Wisconsin
of the issuance and sale of the New Bonds;
(c) The further authorization by the Board of Directors of
the Company or a special committee thereof of the Supplemental
Indenture relating to the New Bonds, issuance of the New Bonds
and related matters; and
(d) The execution, delivery and recording of the
Supplemental Indenture and the filing of other documents and the
taking of other actions provided in the Indenture with respect
to the issuance of additional First Mortgage Bonds thereunder.
We hereby consent to the reference to our firm under the caption
"Legal Opinions" in the Prospectus which is to be filed as part of the
Registration Statement, and to the filing of this opinion as an exhibit to
such Registration Statement. In giving this consent, we hereby disclaim
that we are experts within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons whose consent is
required by Section 7 of said Act.
Very truly yours,
FOLEY & LARDNER
EXHIBIT 12
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<CAPTION>
Twelve Months Year Ended
Ended December 31,
March 31,
1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C>
Income before interest
expense $96,836 $101,613 $95,328 $91,290 $99,515 $95,009
Add:
Federal and state income
taxes 41,947 44,727 35,667 30,541 33,111 32,636
Estimated interest
component of rental
payments 2,996 3,067 3,030 2,428 2,965 2,744
------- ------- ------- ------- ------- -------
Earnings, as adjusted $141,779 $149,407 $134,025 $124,259 $135,591 $130,389
======= ======= ======= ======= ======= =======
Fixed charges:
Interest on bonds $29,431 $28,796 $28,422 $29,254 $30,107 $27,032
Other interest expense 2,575 2,352 3,854 4,146 2,381 4,196
Estimated interest
component of rental
payments 2,996 3,067 3,030 2,428 2,965 2,744
------- ------ ------ ------ ------ ------
Total fixed charges $35,002 $34,215 $35,306 $35,828 $35,453 $33,972
====== ====== ====== ====== ====== ======
Ratio of earnings to
fixed charges 4.05X 4.37X 3.80X 3.47X 3.83X 3.84X
====== ====== ====== ====== ====== ======
</TABLE>
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February
1, 1995 included in Wisconsin Power and Light Company's Form 10-K for the
year ended December 31, 1994 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
July 7, 1995.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
L. David Carley
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Daniel A. Doyle, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and re-
substitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of First Mortgage Bonds to be issued and
sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the First Mortgage Bonds under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of June, 1995.
/s/ L. David Carley
L. David Carley
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Rockne G. Flowers
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Daniel A. Doyle, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of First Mortgage Bonds to be issued and
sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the First Mortgage Bonds under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of June, 1995.
/s/ Rockne G. Flowers
Rockne G. Flowers
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Donald R. Haldeman
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Daniel A. Doyle, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of First Mortgage Bonds to be issued and
sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the First Mortgage Bonds under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of June, 1995.
/s/ Donald R. Haldeman
Donald R. Haldeman
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Katharine C. Lyall
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Daniel A. Doyle, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of First Mortgage Bonds to be issued and
sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the First Mortgage Bonds under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of June, 1995.
/s/ Katharine C. Lyall
Katharine C. Lyall
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Arnold M. Nemirow
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Daniel A. Doyle, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of First Mortgage Bonds to be issued and
sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the First Mortgage Bonds under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of June, 1995.
/s/ Arnold M. Nemirow
Arnold M. Nemirow
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Milton E. Neshek
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Daniel A. Doyle, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of First Mortgage Bonds to be issued and
sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the First Mortgage Bonds under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of June, 1995.
/s/ Milton E. Neshek
Milton E. Neshek
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Henry C. Prange
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Daniel A. Doyle, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of First Mortgage Bonds to be issued and
sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the First Mortgage Bonds under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of June, 1995.
/s/ Henry C. Prange
Henry C. Prange
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Judith D. Pyle
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Daniel A. Doyle, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of First Mortgage Bonds to be issued and
sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the First Mortgage Bonds under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of June, 1995.
/s/ Judith D. Pyle
Judith D. Pyle
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Carol T. Toussaint
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Daniel A. Doyle, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of First Mortgage Bonds to be issued and
sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the First Mortgage Bonds under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of June, 1995.
/s/ Carol T. Toussaint
Carol T. Toussaint
Securities and Exchange Commission
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of a Trustee
Pursuant to Section 305(b)(2) _________
FIRSTAR TRUST COMPANY
(Exact name of trustee as specified in its charter)
Wisconsin 39-0281260
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U. S. National Bank) Identification
Number)
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)
Kevin C. Schuller, Vice President and Assistant Secretary
Firstar Trust Company
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Telephone (414) 765-5725
(Name, address, and telephone number of agent for service)
Wisconsin Power and Light Company
(Exact name of obligor as specified in its charter)
Wisconsin 39-0714890
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
222 West Washington Avenue
Madison, Wisconsin 53703
(Address of principal executive offices) (Zip Code)
First Mortgage Bonds
(Title of indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Office of Commissioner of Banking, Madison, Wisconsin
Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
The corporate trustee is authorized to exercise corporate
trust powers.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe
each such affiliation.
The obligor is not an affiliate of the trustee.
Item 3. Voting Securities of the Trustee.
Furnish the following information as to each class of
voting securities of the trustee:
As of July 7, 1995
Col. A Col. B
Title of class Amount outstanding
Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.
Item 4. Trusteeships under Other Indentures.
If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other
indenture.
Per General Instruction B to Form T-1, no response is
required to this item as the obligor is not presently in
default.
(b) A brief statement of the facts relied upon as a basis for
the claim that no conflicting interest within the meaning
of Section 310(b)(1) of the Act arises as a result of the
trusteeship under any such other indenture, including a
statement as to how the indenture securities will rank as
compared with the securities issued under such other
indenture.
Per General Instruction B to Form T-1, no response is
required to this item as the obligor is not presently in
default.
Item 5. Interlocking Directorates and Similar Relationships with the
Obligor or Underwriters.
If the trustee or any of the directors or executive officers
of the trustee is a director, officer, partner, employee,
appointee, or representative of the obligor or of any
underwriter for the obligor, identify each such person having
any such connection and state the nature of each such
connection.
Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.
Item 6. Voting Securities of the Trustee Owned by the Obligor or its
Officials.
Furnish the following information as to the voting securities
of the trustee owned beneficially by the obligor and each
director, partner, and executive officer of the obligor:
As of July 7, 1995
Col. A Col. B Col. C Col. D
Name of owner Title of class Amount owned Percentage of
beneficially voting securities
represented by
amount given
in Col. C
Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.
Item 7. Voting Securities of the Trustee Owned by Underwriters or
their Officials.
Furnish the following information as to the voting securities
of the trustee owned beneficially by each underwriter for the
obligor and each director, partner, and executive officer of
each such underwriter:
As of July 7, 1995
Col. A Col. B Col. C Col. D
Name of owner Title of class Amount owned Percentage of
beneficially voting securities
represented by
amount given
in Col. C
Per General Instruction B to form T-1, no response is required
to this item as the obligor is not presently in default.
Item 8. Securities of the Obligor Owned or Held by the Trustee.
Furnish the following information as to securities of the
obligor owned beneficially or held as collateral security for
obligations in default by the trustee:
As of July 7, 1995
Col. A Col. B Col. C Col. D
Title of class Whether Amount owned Percent of
the securities beneficially or held class represented
are voting as collateral security by amount given
or nonvoting for obligations in Col. C
securities in default
Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.
Item 9. Securities of Underwriters Owned or Held by the Trustee.
If the trustee owns beneficially or holds as collateral
security for obligations in default any securities of an
underwriter for the obligor, furnish the following information
as to each class of securities of such underwriter any of
which are so owned or held by the trustee:
As of July 7, 1995
Col. A Col. B Col. C Col. D
Name of Amount Amount owned Percent of
issuer and outstanding beneficially or held class represented
title of class as collateral security by amount given
for obligations in in Col. C
default by trustee
Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.
Item 10. Ownership or Holdings by the Trustee of Voting Securities of
Certain Affiliates or Security Holders of the Obligor.
If the trustee owns beneficially or holds as collateral
security for obligations in default voting securities of a
person who, to the knowledge of the trustee (1) owns 10
percent or more of the voting securities of the obligor or (2)
is an affiliate, other than a subsidiary, of the obligor,
furnish the following information as to the voting securities
of such person:
As of July 7, 1995
Col. A Col. B Col. C Col. D
Name of Amount Amount owned Percent of
issuer and outstanding beneficially or held class represented
title of class as collateral security by amount given
for obligations in in Col. C
default by trustee
Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.
Item 11. Ownership or Holdings by the Trustee of any Securities of a
Person Owning 50 Percent or More of the Voting Securities of
the Obligor.
If the trustee owns beneficially or holds as collateral
security for obligations in default any securities of a person
who, to the knowledge of the trustee, owns 50 percent or more
of the voting securities of the obligor, furnish the following
information as to each class of securities of such person any
of which are so owned or held by the trustee:
As of July 7, 1995
Col. A Col. B Col. C Col. D
Name of Amount Amount owned Percent of
issuer and outstanding beneficially or held class represented
title of class as collateral security by amount given
for obligations in in Col. C
default by trustee
Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is
indebted to the trustee, furnish the following information:
As of July 7, 1995
Col. A Col. B Col. C
Nature of indebtedness Amount outstanding Date due
Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect
to the securities under this indenture. Explain the
nature of any such default.
Per General Instruction B to Form T-1, no response is
required to this item as the obligor is not presently in
default.
(b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest
or participation in any other securities, of the obligor
are outstanding, or is trustee for more than one
outstanding series of securities under the indenture,
state whether there has been a default under any such
indenture or series, identify the indenture or series
affected, and explain the nature of any such default.
Per General Instruction B to Form T-1, no response is
required to this item as the obligor is not presently in
default.
Item 14. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe
each such affiliation.
Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign
trustee is authorized to act as sole trustee under indentures
qualified or to be qualified under the Act.
Not applicable
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of
eligibility.
1. A copy of the Articles of Association of Firstar Trust
Company (f/k/a First Wisconsin Trust Company) as now in
effect (filed herewith).
2. Certificate of authority of the Trustee to commence
business (contained in Exhibit 1).
3. Authorization of the Trustee to exercise trust powers
(contained in Exhibit 1).
4. A copy of the existing By-Laws of Firstar Trust Company
(f/k/a First Wisconsin Trust Company) (filed herewith).
6. The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939 (filed herewith).
7. A copy of the latest report of condition of the Trustee
published pursuant to law or the requirement of its
supervising or examining authority (filed herewith).
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
the Trustee, Firstar Trust Company, a corporation organized and existing
under the laws of the State of Wisconsin, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Milwaukee, and State of Wisconsin, on
the 7th day of July, 1995.
FIRSTAR TRUST COMPANY
(Trustee)
By: /s/JOSEPH S. QUINN
Joseph S. Quinn, Vice President
(Name and title)
By: /s/ YVONNE SIIRA
Yvonne Siira, Assistant Secretary
(Name and title)
<PAGE>
EXHIBIT 1
STATE OF WISCONSIN
OFFICE OF COMMISSIONER OF BANKING
BANKS DIVISION
POST OFFICE BOX 7876
MADISON, WISCONSIN 53707-7876
(Telephone: 608-266-1621)
AMENDMENT TO ARTICLES
CERTIFICATION
I, Toby E. Sherry, Commissioner of Banking of the State of Wisconsin, do
hereby certify that an amendment to the original Articles of Incorporation
of First Wisconsin Trust Company, Milwaukee, Wisconsin, of which a duly
verified copy is hereto attached, was on the 17th day of August, A.D.
1992, approved and filed in the Office of Commissioner of Banking. This
amendment relates to corporate name and was adopted by stockholders of the
above bank on July 16, 1992.
IN TESTIMONY WHEREOF, I have set my
hand and affixed my official seal.
Done at my office in the City of
Madison this 17th day of August, A.D.
1992.
Toby E. Sherry
Commissioner of Banking
IMPORTANT: TO BE RECORDED BY THE REGISTER OF DEEDS TOGETHER WITH
THE ATTACHED COPY OF THE AMENDMENT
We, Robert L. Webster as President, and James D. Hintz as Cashier of
Firstar Trust Company do hereby certify that the foregoing is a true copy
of an amendment to the Articles of Incorporation of this bank and that at
the annual or special meeting of the stockholders of the bank, called for
that purpose and held pursuant to the provisions of law, in the office of
the bank in the City of Milwaukee, State of Wisconsin, on the 16th day of
July, A.D. 1992, the said amendment was duly adopted by the affirmative
vote of two-thirds of all capital stock outstanding; that the majority
stockholder was present or represented at said meeting; that the entire
number of shares outstanding is 10,000; that the number of shares
represented at the meeting was 9,952; that upon the adoption of such
resolution 9,952 votes were cast in the affirmative; one vote for each
share, and that 0 votes were cast in the negative.
In Testimony Whereof, Firstar Trust Company has caused these presents to
be executed by the President and Cashier thereof and the corporate seal of
said bank is hereunto affixed this 28th day of July, A.D. 1992, by its
authority.
Firstar Trust Company
In presence of
Sharon L. Gazzana By Robert L. Webster, President
Sandra L. Belongia James Hintz, Cashier
State of Wisconsin ) ss.
Milwaukee County )
Personally came before me this 28th day of July, A.D.
1992, Robert L. Webster as President, and James D. Hintz as Cashier of the
Firstar Trust Company, who are to me known to be such President and
Cashier, respectively, and to be the persons who executed the foregoing
instrument, and acknowledged the same as such officers, for the purposes
therein mentioned.
Diane M. Rampacek
Notary Public
Milwaukee County, Wisconsin
My commission expires 11/13/94
Amendment to Articles of Incorporation
Which Articles were filed/recorded in the office of the Register of Deeds
for Milwaukee County on the 6th day of July, 1903. Recorded in Volume S
of Corporations, Page 134.
At a meeting of the stockholders of First Wisconsin Trust Company of
Milwaukee, Wisconsin, held at the office of said bank in said City on the
16th day of July, A.D. 1992, at 9:30 o'clock A.M., of that day, which
meeting was called for the purpose of amending the Articles of
Incorporation of said bank, and at which meeting 9,952 shares of the
capital stock of said bank were duly represented, the following
resolutions were adopted:
"Resolved That the Articles of Incorporation of the bank be amended by
striking out the paragraph relating to the name reading as follows:
"The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY, and
its location shall be at the City and County of Milwaukee and State of
Wisconsin."
And Inserting in lieu thereof the following paragraph:
"The title of the Corporation shall be Firstar Trust Company, and its
location shall be at the City and County of Milwaukee and State of
Wisconsin."
"It was further resolved, That the President and Cashier of said bank be
authorized, under the seal of the Corporation, to file proper certificates
of such amendment with the Commissioner of Banking as provided by law."
<PAGE>
ARTICLES OF ASSOCIATION
OF FIRSTAR TRUST COMPANY
MILWAUKEE, WISCONSIN
KNOW ALL MEN BY THESE PRESENTS, that we, Frederick Pabst, L.J. Petit,
Frederick Kasten, Oliver C. Fuller, and Edward P. Vilas, of the City and
County of Milwaukee and State of Wisconsin, have associated and do hereby
associate for the purpose of forming a corporation, to wit, a trust
company bank under and pursuant to the privileges and restrictions of the
statutes of the State of Wisconsin, in that behalf made and provided; and
particularly Chapters 221 and 223 of said statutes, and thereto adopt the
following:
Article 1
The purpose and business of this corporation shall be those of both a
state bank and a trust company bank as defined by Wisconsin law, this
corporation being a trust company bank which has been converted into a
state bank in accordance with such law.
Article 2
The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY," and
its location shall be at the City and County of Milwaukee and State of
Wisconsin.
Article 3
The capital stock of this Corporation shall be One Million Dollars
($1,000,000), divided into ten thousand (10,000) shares of the par value
of One Hundred Dollars ($100) each.
Article 4
The Board of Directors shall consist of such number of individuals, not
less than fifteen nor more than sixty, as from time to time shall be
prescribed in the By-laws, a least two-thirds of whom shall be residents
of Wisconsin and the majority of whom shall be residents of Milwaukee
County or adjacent counties. Each of said directors shall be elected for
a term of one year and until his successor has been elected and qualified.
In witness whereof, we have hereunto subscribed our names at Milwaukee,
Wisconsin, on this first day of July, A.D. 1903.
(Signed) Frederick Pabst
L.J. Petit
Fred Kasten
Oliver C. Fuller
Edward P. Vilas
State of Wisconsin
Milwaukee County
On this first day of July, A.D. 1903, personally appeared before me the
above signed Frederick Pabst, L.J. Petit, Frederick Kasten, Oliver C.
Fuller, and Edward P. Vilas, to me known to be the persons who executed
the foregoing instrument and severally acknowledge the same.
My commission will expire on the 30th day of December, 1906.
(Signed) W.L. Cheney
Notary Public
Milwaukee County,
Wisconsin
<PAGE>
EXHIBIT 4
As Amended through December 20, 1990
RESTATED BY-LAWS OF
FIRSTAR TRUST COMPANY
ADOPTED JANUARY 15, 1963
Article 1
The annual meeting of this Corporation for the election of its directors
and the transaction of its general business shall be held on the third
Thursday of February at the general office of this Corporation in the City
of Milwaukee, at 8 o'clock in the morning, or at such other hour and place
in the City of Milwaukee as shall be designated by the Board of Directors.
If any hour other than 8 o'clock in the morning or any place other than
the general office of this Corporation shall be so designated, notice
thereof shall be given by mailing the same to each stockholder at his last
known address at least ten (10) days prior to the holding of said meeting.
Article 2
Special meetings of the stockholders of this Corporation shall be held in
the City of Milwaukee and may be called at any time by order of the
Chairman of the Board, the President, or one of the Vice Presidents, or by
the Board of Directors, by mailing to each stockholder at his last known
address at least ten (10) days prior to the date of the holding of such
special meeting, a notice specifying the time and place of such special
meeting and the business to be transacted thereat, and no other business
shall be transacted at said meeting.
Article 3
Section 1. Every stockholder may vote and participate at any meeting of
stockholders, either in person or by proxy. No proxy shall be recognized
unless the same shall be in writing, subscribed by the stockholder nor
unless filed with the Secretary prior to the meeting. No active or
salaried officer may act as a proxy for a stockholder.
Section 2. The Cashier shall maintain a stock book showing the name,
residence, and number of shares held by each stockholder, which shall at
all times, during the usual hours for transacting business, be subject to
inspection by the officers, directors, and stockholders of the Company.
Article 4
Section 1. The Board of Directors shall consist of not less than fifteen
nor more than thirty directors, the number of directors to be determined
by resolution adopted at each annual stockholders' meeting, or at any
special stockholders' meeting duly called for such purpose. On and after
January 1, 1978, no person shall be eligible to be elected or re-elected
as a member of the Board of Directors if he shall have attained 70 years
of age at the date of the election.
Section 2. The election of directors by the stockholders shall be by
ballot or other method as shall be adopted by the stockholders by
resolution or motion adopted at the stockholders' meeting.
Section 3. A majority of the Board of Directors shall constitute a quorum
for the transaction of business; provided that the directors may, once in
six (6) months, designate by resolution nine (9) members, any five (5) of
whom shall constitute a quorum.
Section 4. Minutes of each meeting of the Board of Directors shall
disclose the date of such meeting, the names of directors present, and the
reasons for the absence of each director not in attendance; shall be
subscribed by the presiding officer; and shall be read and approved by the
Board of Directors at the next succeeding meeting, the minutes of which
shall show such fact.
Section 5. A regular meeting of the Board of Directors shall be held at
the office of this Corporation in the City of Milwaukee at least once in
each month at such time as shall, from time to time, be designated by
resolution of the Board of Directors.
Section 6. Special meetings of the Board of Directors shall be held at
the general office of the Corporation in the City of Milwaukee or at such
other place in the City of Milwaukee as shall be designated, and may be
called by order of the Chairman of the Board, the President, or by any two
of the directors by mailing notice of such meeting and the designated time
and place thereof to each of the directors at his last known address two
(2) days prior to the holding of such meeting.
Article 5
Section 1. An Executive Committee consisting of the Chairman of the
Board, the President, and not less than six (6) or more than twelve (12)
other directors may be appointed by the Board of Directors to serve until
their successors shall be appointed, and such Executive Committee shall
direct the management of the affairs of this Corporation in the interim
between meetings of the Board of Directors, subject to the control of the
Board. The Chairman of the Board, or in his absence (through failure of
the Board of Directors to elect a Chairman or otherwise), the President,
shall preside at meetings of the Executive Committee. The person from
time to time elected Secretary of the Board shall also serve as Secretary
of the Executive Committee.
Section 2. Meetings of the Executive Committee may be held at any time
when the Board of Directors is not in session, and may be prescribed by
the Board of Directors or may be called by order of the Chairman of the
Board, the President, or by any two (2) members of the Executive
Committee, by mailing notice of such meeting designating the time and
place thereof, addressed to each member of the Committee at his last known
address two (2) days prior to the holding of such meeting, or by personal
notice thereof given a sufficient length of time before such meeting to
enable members to attend.
Section 3. The Executive Committee shall keep full and true minutes of
all business transacted at each meeting and shall submit its report
together with a copy of the minutes of its proceedings to the Board of
Directors at its next meeting thereafter.
Section 4. The Board of Directors may appoint an Investment Committee
consisting of at least two (2) officers and at least four (4) directors
who are not officers, which Committee shall have such duties and authority
as the Board of Directors shall from time to time prescribe. Members of
such committee shall serve for such periods as the Board shall from time
to time prescribe.
Section 5. The Board of Directors shall appoint a Loan Committee
consisting of three (3) or more directors, which shall meet at least once
each month an shall determine policies as to renewals and applications for
new loans. All loans shall be presented to the Loan Committee for
approval, provided, however, that the Board of Directors may by resolution
designate officers who may make loans without the prior approval of the
Loan Committee but subject to the provisions of the Wisconsin Statutes,
the regulations of the Commissioner of Banks, and these By-laws. Officers
designated by the Board may not make unsecured loans in an amount
exceeding $10,000, or collateral loans in an amount exceeding $25,000. No
loans may be made in an amount exceeding the limits established from time
to time by the Board of Directors without securing a sworn financial
statement unless such loan is secured by collateral having a value in
excess of the amount of the loan.
Section 6. Each year the Board of Directors shall appoint, from among its
members or stockholders, an Examining Committee, which shall have such
duties as shall be prescribed by law.
Section 7. The Board of Directors shall have the power to set the banking
hours of this bank, subject to the provisions of the Wisconsin Statutes
and the regulations of the Commissioner of Banks. Certified copies of all
resolutions of the Board pertaining to banking hours shall be furnished to
the State Banking Department.
Section 8. A detailed statement of all current expenses and taxes paid
shall be presented to the Board in writing every month, or more often if
required by the Board.
Article 6
A written waiver signed by any director or member of any committee shall
be the equivalent of due notice to him of any meeting therein mentioned.
Article 7
Directors and members of committees appointed by the Board of Directors,
except directors or members who are salaried officers or employees of this
Corporation, shall be paid such fees for services and attendance at
meetings as the Board of Directors shall from time to time prescribe.
Article 8
Section 1. The general officers of the Corporation shall be a president,
two or more vice presidents, a cashier and one or more assistant cashiers,
a secretary and one or more assistant secretaries, one or more trust
officers, and such other officers as may be appropriate for the
transaction of its business, each of whom shall be elected by a viva voce
vote of the Board of Directors, unless objection thereto is made,
whereupon such election shall be by ballot. The Chairman of the Board, if
there be one, the senior executive officer in charge of conducting the
business of this Corporation and the officer in charge of the Trust
Department of this Corporation shall be chosen from among the directors.
Each of said officers shall be elected for one year and until his
successor has been elected and qualified, unless sooner removed by the
Board of Directors.
Section 2. The Board of Directors shall have authority to define the
duties and obligations of all officers, to fix their compensation, to
dismiss them at pleasure, to fill vacancies in offices, and to require any
officer to provide a satisfactory bond for the faithful performance of his
duties. Unless otherwise prescribed by the Board of Directors, each
officer shall have the duties and authority prescribed by law or
ordinarily incidental to his office in similar corporations.
Section 3. The Board of Directors shall designate the officers to be the
chief executive officer in charge of the Trust Department of this
Corporation. All fiduciary powers of this Corporation shall be exercised
through such officer who shall be generally responsible for and supervise
and direct the activities of the Trust Department, and do and perform all
acts and things necessary and proper in carrying on the business of the
Trust Department in accordance with the provisions of applicable laws and
regulations and the directions of the Board of Directors, appropriate
committees of the Board, and his superior officers, and shall cause to be
kept under his supervision books of account of the transactions of this
Corporation in a fiduciary capacity.
Section 4. The executive officers shall have authority to employ and
discharge all necessary agents and servants of this Corporation whose
appointments shall not be provided for by the Board, to define their
duties, and to fix their compensations.
Article 9
The Board of Directors may by resolution provide for this Corporation to
indemnify each director or officer, whether or not then in office, against
all expense and liability relating to a claim, action, suit, or proceeding
against him or to which he may be made a party by reason of his being or
having been a director or officer of this Corporation, or of any other
company which he served as a director of officer at the request of this
Corporation, except in any case where he was finally adjudged to have been
derelict in the performance of his duties as such director or officer.
Such resolution may include provisions for this Corporation (1) to assume
or provide at its expense and risk the defense or settlement of any
section, (2) to purchase commercial insurance for the benefit of a
director or officer, including one adjudged guilty of negligence or
misconduct, and (3) to assume or share any additional expense or liability
as the Board of Directors deems warranted upon consideration of the
circumstances.
Article 10
The Board of Directors may by resolution adopt emergency provisions to
prevail notwithstanding any contrary provisions of these By-laws, to take
effect when a state of emergency results in this Corporation being unable
to continue its normal functions under the direction of established
management or at its regular location (which provisions may include, but
shall not be limited to procedures for establishing temporary offices, an
emergency executive committee, and emergency officer succession).
Article 11
The shares of stock of this Corporation shall be transferable only on the
books of this Corporation upon surrender of the certificate issued
therefor.
Article 12
These By-laws may be altered, amended, or repealed in whole or in part in
any manner not inconsistent with the provisions of law at any time by a
vote of the stockholders representing two-thirds of the capital stock,
such a vote to be taken at a general or special meeting, the notice
whereof shall specify that it is the intention to consider such amendment
and shall contain a full statement of the effect of the amendment
proposed.
<PAGE>
EXHIBIT 6
CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939
Firstar Trust Company, as Trustee herein named, hereby consents that
reports of examination of said Trustee by Federal and State authorities
may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
FIRSTAR TRUST COMPANY,
as Trustee
By: /s/ JOSEPH S. QUINN
Joseph S. Quinn
(Name and title)
By: /s/ YVONNE SIIRA
Yvonne Siira, Assistant Secretary
(Name and title)
Dated: July 7, 1995
<PAGE>
EXHIBIT 7
PUBLICATION COPY--COMMERCIAL AND SAVINGS BANKS
CONSOLIDATED REPORT OF CONDITION
(Including Domestic and Foreign Subsidiaries)
STATE 035 (3/93)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
LEGAL TITLE OF BANK STATE BANK NO.
12-99
- - - - - - - - - - - - -
Firstar Trust Company FEDERAL RESERVE DISTRICT NO.
7
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
CITY COUNTY STATE ZIP CODE CLOSE OF BUSINESS DATE
Milwaukee Milwaukee Wisconsin 53202 12/31/94
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Dollar Amounts
in Thousands
Mil Thou
ASSETS
1. Cash and balances due from
depository institutions:
a. Noninterest-bearing balances
and currency and coin . . . . . . . . . 6 286 1.a.
b. Interest-bearing balances . . . . . . . . 0 1.b.
2. Securities . . . . . . . . . . . . . . . . .
a. Held-to-maturity securities . . . . . . . 20 868 2.b.
b. Available-for-sale securities . . . . . . 30 937 2.b.
3. Federal funds sold and securities
purchased under agreements to resell
in domestic offices of the bank and
of its Edge and Agreement subsidiaries,
and in IBFs:
a. Federal funds sold . . . . . . . . . . . 80 000 3.a.
b. Securities purchased under
agreements to resell . . . . . . . . . . 0 3.b.
4. Loans and lease financing
receivables: . . . . . . . . . . . . . . . .
a. Loans and leases, net of unearned
income . . . . . . . . . . . . . 19,179 4.a.
b. LESS: Allowance for loan and lease
losses . . . . . . . . . . . . . . . 73 4.b.
c. LESS: Allocated transfer risk reserve 0 4.c.
d. Loans and leases, net of unearned
income, allowance, and reserve
(Item 4.a. minus 4.b. and 4.c.) . . . . 19 106 4.d.
5. Assets held in trading accounts . . . . . . 0 5.
6. Promises and fixed assets (including
capitalized leases) . . . . . . . . . . . . 966 6.
7. Other real estate owned . . . . . . . . . . 0 7.
8. Investments in unconsolidated subsidiaries
and associated companies . . . . . . . . . 0 8.
9. Customers' liability to this bank on
acceptances outstanding . . . . . . . . . . 0 9.
10. Intangible assets . . . . . . . . . . . . . 0 10.
11. Other assets . . . . . . . . . . . . . . . 9 909 11.
12. a. Total assets (sum of items 1 through
11) . . . . . . . . . . . . . . . . . . 168 072 12.a.
b. Loans deferred pursuant to 12 U.S.C.
Section 1823(J) . . . . . . . . . . . . 0 12.b.
c. Total assets and losses deferred
pursuant to 12 U.S.C. Section 1823(J)
(sum of items 12.a. and 12.b.) . . . . 168 072 12.c.
LIABILITIES
13. Deposits:
a. In domestic offices . . . . . . . . . . 144 778 13.a.
(1) Noninterest-bearing . . . . . 144,486 13.a.(1)
(2) Interest-bearing . . . . . . . . 292 13.a.(2)
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs . . . . . . . . 0 13.b.
(1) Noninterest-bearing . . . . . . None 13.b.(1)
(2) Interest-bearing . . . . . . . None 13.b.(2)
14. a. Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the bank and of
its Edge and Agreement subsidiaries . . 745 14.a.
b. Securities sold under agreements
to repurchase . . . . . . . . . . . . . 0 14.b.
15. a. Demand notes issued to the U.S.
Treasury . . . . . . . . . . . . . . . 0 15.a.
b. Trading liabilities . . . . . . . . . . 0 15.b.
16. Other borrowed money
a. With original maturity of one year
or less . . . . . . . . . . . . . . . . 371 16.a.
b. With original maturity of more than
one year . . . . . . . . . . . . . . . 0 16.b.
17. Mortgage indebtedness and obligations
under capitalized leases . . . . . . . . . 0 17.
18. Bank's liability on acceptances executed
and outstanding . . . . . . . . . . . . . . 0 18.
19. Subordinated notes and debentures . . . . . 0 19.
20. Other liabilities . . . . . . . . . . . . . 6 799 20.
21. Total liabilities (sum of items 13
through 20) . . . . . . . . . . . . . . . . 152 693 21.
22. Limited-life preferred stock and
related surplus . . . . . . . . . . . . . . 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus
(Number of shares outstanding) . . None . 0 23.
24. Common stock (Number of shares
a. Authorized . . 10,000
b. Outstanding . 10,000 . . . . . . . 1 000 24.
25. Surplus (exclude all surplus related
to preferred stock) . . . . . . . . . . . 12 115 25.
26. a. Undivided profits and capital
reserves . . . . . . . . . . . . . . . 2 360 26.a.
b. LESS: Net unrealized loss on marketable
equity securities . . . . . . . . . . . (96) 26.b.
27. Cumulative foreign currency translation
adjustments . . . . . . . . . . . . . . .
28. a. Total equity capital (sum of items
23 through 27) . . . . . . . . . . . . 15 379 28.a.
b. Losses deferred pursuant to 12 U.S.C.
Section 1823(J) . . . . . . . . . . . . 0 28.b.
c. Total equity capital and losses deferred
pursuant to 12 U.S.C. Section 1823 (J)
(sum of items 28.a. and 28.b.) . . . . 15 379 28.c.
29. Total liabilities, limited-life preferred
stock, equity capital, and losses deferred
pursuant to 12 U.S.C. Section 1823(J) (sum
of items 21, 22, and 28.c.) . . . . . . . 168 072 29.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
MEMORANDA: Amounts outstanding as of Report of Condition date: MEMO
1. a. Standby letter of credit. Total . . None 1.a.
1. b. Amount of Standby letters of credit
in memo 1.a. conveyed to others
through participations . . . . . . None 1.b.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
NOTE: This report must be signed by an authorized officer(s) and attested
by not less than three directors other than the officer(s) signing the
report.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
I/We, the undersigned officer(s), do hereby declare that this Report of
Condition has been prepared in conformance with official instructions and
is true and correct to the best of my (our) knowledge and belief.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
SIGNATURE OF OFFICER(S) AUTHORIZED TO SIGN REPORT DATE SIGNED
James D. Hintz Jan 30, 1995
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
NAME(S) AND TITLE(S) OF OFFICER(S) AREA CODE/PHONE NO.
AUTHORIZED TO SIGN REPORT 414 765-5295
James D. Hintz, First Vice President and Cashier
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of
our knowledge and belief has been prepared in conformance with official
instructions and is true and correct.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR
Blaine E. Rieke Philip R. Smith
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(MAKE MARK FOR State of Wisconsin County of Milwaukee
NOTARY'S SEAL) Sworn to and subscribed before me this 30th
day of January 1995 and I hereby certify
that I am not an officer or director of this bank.
Diane M. Rampacek
- - - - - - - - -- - -
Signature Notary Public
My commission expires 1-31 1999
FORM T-2
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF AN
INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of a Trustee
Pursuant to Section 305(b)(2) _________
Gene E. Ploeger ###-##-####
(Name of Trustee) (Social Security Number)
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(Business address: street, city, state, and zip code)
Wisconsin Power and Light Company
(Exact name of obligor as specified in its charter)
Wisconsin 39-0714890
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
222 West Washington Avenue, Madison, Wisconsin 53703
(Address of principal executive offices)
First Mortgage Bonds
(Title of indenture securities)
<PAGE>
1. Affiliations with obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None.
2. Trusteeships under other indentures. If the trustee is trustee
under another indenture which any other securities, or certificates
of interest or participation in any other securities, of the
obligor are outstanding, file a copy of each such indenture as an
exhibit and furnish the following information:
(a) Title of the securities outstanding under each such other
indenture.
Per General Instruction B to Form T-2, no response is required
to this item as the obligor is not presently in default.
(b) A brief statement of the facts relied upon by the trustee as a
basis for the claim that no conflicting interest within the
meaning of Section 310(b)(1) of the Act arises as a result of
the trusteeship under such other indenture, including a
statement as to how the indenture securities will rank as
compared with the securities issued under such other
indenture.
Per General Instruction B to Form T-2, no response is required
to this item as the obligor is not presently in default.
3. Certain relationships between the trustee and the obligor or an
underwriter. If the trustee is a director, officer, partner,
employee, appointee, or representative of the obligor or of any
underwriter for the obligor, state the nature of each such
connection.
Per General Instruction B to Form T-2, no response is required to
this item as the obligor is not presently in default.
4. Securities of the obligor owned or held by the trustee. Furnish
the following information as to securities of the obligor owned
beneficially by the trustee or held as collateral security for
obligations in default.
As of July 7, 1995
Col. A Col. B Col. C Col. D
Title of class Whether Amount owned Percentage of
the securities beneficially or held class represented
are voting as collateral security by amount given
or nonvoting for obligations in Col. C
securities in default
Per General Instruction B to Form T-2, no response is required to
this item as the obligor is not presently in default.
5. Securities of underwriters owned or held by the trustee. If the
trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the
obligor, furnish the following information as to each class of
securities of such underwriter any of which are so owned or held by
the trustee:
As of July 7, 1995
Col. A Col. B Col. C Col. D
Name of Amount Amount owned Percentage of
issuer and outstanding beneficially or held voting securities
title of class as collateral security represented by
for obligations amount given
in default in Col. C
Per General Instruction B to form T-2, no response is required to
this item as the obligor is not presently in default.
6. Holdings by the trustee of voting securities of certain affiliates
or principal holders of voting securities of the obligor. If the
trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the
knowledge of the trustee, (1) owns 10% or more of the voting
securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following information as to
the voting securities of such person:
As of July 7, 1995
Col. A Col. B Col. C Col. D
Name of Amount Amount owned Percentage
issuer and outstanding beneficially or held of class
title of class as collateral security represented by
for obligations amount given
in default in Col. C
Per General Instruction B to Form T-2, no response is required to
this item as the obligor is not presently in default.
7. Holdings by the trustee of any securities of a person owning 50% or
more of the voting securities of the obligor. If the trustee owns
beneficially or holds as collateral security for obligations in
default any securities of a person who, to the knowledge of the
trustee, owns 50% or more of the voting securities of the obligor,
furnish the following information as to each class of securities of
such person any of which are so owned or held by the trustee:
As of July 7, 1995
Col. A Col. B Col. C Col. D
Name of Amount Amount owned Percent of
issuer and outstanding beneficially or held class represented
title of class as collateral security by amount given
for obligations in Col. C
in default
Per General Instruction B to Form T-2, no response is required to
this item as the obligor is not presently in default.
8. Indebtedness of the obligor to the trustee.
None.
9. Defaults by the obligor.
None.
10. Affiliations with the underwriters.
Per General Instruction B to Form T-2, no response is required to
this item as the obligor is not presently in default.
11. List of Exhibits.
None.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, I,
Gene E. Ploeger, have signed this statement of eligibility and
qualification in the City of Milwaukee and State of Wisconsin, on the 7th
day of July, 1995.
By:/s/GENE E. PLOEGER
Gene E. Ploeger
