UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-337
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 Number)
222 West Washington Avenue, Madison, Wisconsin 53703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (608) 252-3311
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Preferred Stock (Accumulation without Par Value)
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.[X]
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.
Class Outstanding at January 31, 1996
Common Stock, $5 par value 13,326,601 shares
DOCUMENTS INCORPORATED BY REFERENCE:
None
<PAGE>
The undersigned Registrant hereby amends Items 10 through 12 and Item
14 of its Annual Report on Form 10-K for the fiscal year ended December
31, 1995 to provide in their entirety as follows:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE COMPANY
It is currently expected that three directors will be elected at the
Company's 1996 Annual Meeting of Shareowners. Rockne G. Flowers,
Katharine C. Lyall and Henry C. Prange are currently expected to be named
as nominees for such positions in the Company's proxy statement for the
1996 Annual Meeting of Shareowners. Such proxy statement will be mailed
to the Company's shareowners in advance of the 1996 Annual Meeting.
Brief biographies of the expected director nominees and continuing
directors follow. These biographies include their age (as of December 31,
1995), an account of their business experience, and the names of
corporations of which they are also directors, as well as other
information relating to their activities. Except as otherwise indicated,
each nominee and continuing director has been engaged in his or her
present principal occupation for at least the past five years.
Expected Nominees
Rockne G. Flowers Principal Occupation: President and Director of
Nelson Industries, Inc. (a muffler, filter,
industrial silencer, and active sound and vibration
control technology and manufacturing firm),
Stoughton, Wisconsin.
Age: 64
Served as director from: 1979 to 1990 and since
1994
Annual Meeting at which expected nominated term of
office would expire: 1999
Other Information: Mr. Flowers has served as a director of the Company's
parent, WPL Holdings, Inc. ("WPLH"), since 1981. He is also a director of
RMT, Inc., a subsidiary of Heartland Development Corporation; Digisonix,
Inc.; American Family Mutual Insurance Company; Janesville Sand and Gravel
Company; M&I Madison Bank; Meriter Health Services, Inc.; Meriter
Hospital; and the Wisconsin History Foundation. He is also a member of
the University of Wisconsin-Madison School of Business Board of Visitors.
Katharine C. Lyall Principal Occupation: President, University of
Wisconsin System, Madison, Wisconsin.
Age: 54
Served as director since: 1986
Annual Meeting at which expected nominated term of
office would expire: 1999
Other Information: Ms. Lyall has served as President of the University of
Wisconsin System since 1992. Prior to becoming President, she served as
Executive Vice President of the University of Wisconsin System. Ms. Lyall
has been a director of WPLH from 1986 to 1990 and since 1994. She also
serves on the Board of Directors of the Kemper National Insurance
Companies and the Carnegie Foundation for the Advancement of Teaching.
She is a member of a variety of professional and community organizations,
including the American Economic Association; the Association of American
Universities (currently serving on the Executive Committee); the Wisconsin
Academy of Sciences, Arts and Letters; the American Red Cross (Dane
County); Competitive Wisconsin, Inc.; and Forward Wisconsin. In addition
to her administrative position, she is a professor of Economics at the
University of Wisconsin-Madison.
Henry C. Prange Principal Occupation: Retired Chairman of the
Board, H. C. Prange Company (retail stores), Green
Bay, Wisconsin.
Age: 68
Served as director since: 1965
Annual Meeting at which expected nominated term of
office would expire: 1999
Other Information: Mr. Prange has served as a director of WPLH since
1986.
Continuing Directors
L. David Carley Principal Occupation: Consultant to institutions
and associations in higher education and health
delivery; financial advisor to small businesses.
Age: 67
Served as director from: 1975 to 1977 and since
1983
Annual Meeting at which current term of office will
expire: 1998
Other Information: Mr. Carley is a trustee of the Kennedy Presidential
Library, and is Chairman of the Board of Alliance Therapies Inc., a health
rehabilitation firm. Mr. Carley has served as a director of WPLH from
1986 to 1990 and since 1994.
Erroll B. Davis, Jr. Principal Occupation: President and Chief
Executive Officer of the Company; President and
Chief Executive Officer of WPLH; Chairman of the
Board of Heartland Development Corporation.
Age: 51
Served as director since: 1984
Annual Meeting at which current term of office will
expire: 1997
Other Information: Mr. Davis was elected President of the Company in July
1987, and was elected to his current position with the Company in August
1988. Mr. Davis joined the Company in August 1978. Mr. Davis was elected
President of WPLH in January 1990, and was elected President and Chief
Executive Officer of WPLH effective July 1, 1990, and has served as a
director of WPLH since 1982. Mr. Davis was elected Chairman of the Board
of Heartland Development Corporation, a subsidiary of WPLH, effective July
1, 1990. He is a director of the Edison Electric Institute, the
Association of Edison Illuminating Companies, Amoco Oil Company,
Competitive Wisconsin, Inc., Electric Power Research Institute, PPG
Industries, Inc., Sentry Insurance Company (a mutual company), and the
Wisconsin Utilities Association. Mr. Davis is also a director and
immediate past chair of the Wisconsin Association of Manufacturers and
Commerce and a director and vice chair of Forward Wisconsin.
Donald R. Haldeman Principal Occupation: Executive Vice President and
Chief Executive Officer, Rural Insurance Companies
(a mutual group), Madison, Wisconsin.
Age: 59
Served as director since: 1985
Annual Meeting at which current term of office will
expire: 1998
Other Information: Mr. Haldeman is a director of Competitive Wisconsin,
Inc., and a member of the Board of Directors of the Natural Resources
Foundation of Wisconsin, Inc. He has served as a director of WPLH from
1986 to 1990 and since 1994.
Arnold M. Nemirow Principal Occupation: President and Chief
Executive Officer, Bowater, Inc. (a pulp and paper
manufacturer), Greenville, South Carolina.
Age: 52
Served as director since: 1994
Annual Meeting at which current term of office will
expire: 1998
Other Information: Mr. Nemirow served as President, Chief Executive
Officer and Director of Wausau Paper Mills Company, a pulp and paper
manufacturer, from 1990 until joining Bowater, Inc. in September 1994.
Mr. Nemirow has served as a director of WPLH since 1991. He is a member
of the New York Bar.
Milton E. Neshek Principal Occupation: President, Chief Executive
Officer and Director of the law firm of Godfrey,
Neshek, Worth & Leibsle, S.C., Elkhorn, Wisconsin,
and General Counsel, Assistant Secretary and
Manager of New Market Development, Kikkoman Foods,
Inc. (a food products manufacturer), Walworth,
Wisconsin.
Age: 65
Served as director since: 1984
Annual Meeting at which current term of office will
expire: 1997
Other Information: Mr. Neshek has served as a director of WPLH since
1986. Mr. Neshek is a director of Heartland Properties, Inc. and Capital
Square Financial Corporation, a subsidiary of Heartland Development
Corporation. He is also a director of Kikkoman Foods, Inc.; Midwest U.S.-
Japan Association; Regional Transportation Authority (for southeast
Wisconsin); and Wisconsin-Chiba, Inc. Mr. Neshek was the Chairman of the
Governor's Commission on University of Wisconsin System Compensation from
1991 through 1995 and is a former member of the University of Wisconsin
Accountability Task Force. He is a fellow in the American College of
Probate Counsel. Mr. Neshek is active in the Walworth County Bar
Association, and the State Bar of Wisconsin and is a member of the
Wisconsin Sesquicentennial Commission.
Judith D. Pyle Principal Occupation: Vice Chair and Senior Vice
President of Corporate Marketing of Rayovac
Corporation (a battery and lighting products
manufacturer), Madison, Wisconsin.
Age: 52
Served as a director since: 1994
Annual Meeting at which current term of office will
expire: 1998
Other Information: Ms. Pyle has served as a director of WPLH since 1992.
She is also a director of Rayovac Corporation, Firstar Corporation, and
Oshkosh B'Gosh. She is also a member of the Board of Visitors at the
University of Wisconsin School of Business and the School of Family
Resources and Consumer Sciences. Further, Ms. Pyle is a member of the
Board of Directors of the United Way Foundation, Greater Madison Chamber
of Commerce, Madison Art Center, and Wisconsin Taxpayers Alliance, and is
a trustee of the White House Endowment Fund.
Carol T. Toussaint Principal Occupation: Consultant
Age: 66
Served as director since: 1976
Annual Meeting at which current term of office will
expire: 1997
Other Information: Mrs. Toussaint has served as a director of WPLH from
1986 to 1990 and since 1994. She is a Senior Associate of Hayes Briscoe,
a national fund development firm. She also works as an independent
consultant to nonprofit organizations and operates a lecture program
business. She is a member of the President's Advisory Council on the Arts
of the Kennedy Center for the Performing Arts, and serves on the Board of
Governors of the Madison Community Foundation and as Vice Chair of the
Madison Rotary Foundation. Mrs. Toussaint also serves as a director of
the Evjue Foundation, the Madison Civic Center Foundation and the
Wisconsin History Foundation. At the University of Wisconsin-Madison, she
serves as a director of the Research Park, the School of Business Dean's
Advisory Board and the Foundation's Council on Women's Giving, and as a
director of the Alumni Association and convener of its Cabinet 99 Women's
Initiative.
EXECUTIVE OFFICERS OF THE COMPANY
The information required by Item 10 relating to the executive
officers is set forth in Part I of the Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
No fees are paid to directors who are officers of the Company and/or
its parent or any of its subsidiaries (presently Mr. Davis).
Nonmanagement directors, each of whom serve on the Boards of the Company,
WPLH, and Heartland Development Corporation, receive an annual retainer of
$32,800 for service on all three boards. Travel expenses are paid for
each meeting day attended. All nonmanagement directors also received a
25 percent matching contribution in WPLH common stock for limited optional
cash purchases, up to $10,000, of WPLH common stock through the WPLH
Dividend Reinvestment and Stock Purchase Plan. Matching contributions of
$2,500 each for calendar year 1995 were made for the following directors:
L. Aspin, L. D. Carley, R. G. Flowers, D. R. Haldeman, K. C. Lyall, A. M.
Nemirow, M. E. Neshek, H. C. Prange, J. D. Pyle, H. F. Scheig and C. T.
Toussaint. Mr. Scheig retired as a director effective May 17, 1995. Mr.
Aspin passed away on May 21, 1995.
Director's Charitable Award Program - A Director's Charitable Award
Program is maintained for the nonmanagement members of the Company's Board
of Directors beginning after three years of service. The purpose of the
Program is to recognize the interest of the Company and its directors in
supporting worthy institutions, and enhance the Company's director benefit
program so that the Company is able to continue to attract and retain
directors of the highest caliber. Under the Program, when a director
dies, a total of $500,000 will be donated by the Company and/or WPLH to
one qualified charitable organization, or that amount will be divided
among a maximum of four qualified charitable organizations, selected by
the individual director. The individual director derives no financial
benefit from the Program. All deductions for charitable contributions are
taken by the Company and WPLH, and the donations are funded through life
insurance policies on the directors. Over the life of the Program, all
costs of donations and premiums on the life insurance policies, including
a return of the Company's cost of funds, will be recovered through life
insurance proceeds on the directors. The Program, over its life, will not
result in any material cost to the Company.
Director's Life Insurance Program - The Company maintains a split-
dollar Director's Life Insurance Program for nonemployee directors,
beginning after three years of service, which provides a maximum death
benefit of $500,000 to each eligible director. Under the split-dollar
arrangement, directors are provided a death benefit only and do not have
any interest in the cash value of the policies. The Life Insurance
Program is structured to pay a portion of the total death benefit to the
Company to reimburse the Company for all costs of the program, including a
return on its funds. The Life Insurance Program, over its life, will not
result in any material cost to the Company.
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth the total
compensation paid by the Company for all services rendered during 1995,
1994, and 1993 to the Chief Executive Officer and the four other most
highly compensated executive officers (the "named executive officers").
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
Securities
Other Underlying
Name and Annual Options/ All Other
Principal Position Year Salary($)/1 Bonus($) Compensation($)/2 SARs(#)/3 Compensation($)/4
<S> <C> <C> <C> <C> <C> <C>
Erroll B. Davis, Jr 1995 374,913 125,496 16,688 13,100 54,131
President and CEO 1994 374,913 128,232 13,163 0 50,796
1993 374,190 115,796 8,979 0 48,715
William D. Harvey 1995 193,654 47,340 5,459 4,700 22,357
Senior Vice 1994 193,654 56,080 5,203 0 22,632
President - WP&L 1993 168,962 42,104 4,152 0 24,003
Eliot G. Protsch 1995 182,000 47,520 3,951 4,700 18,362
Senior Vice 1994 178,600 56,080 3,694 0 17,245
President - WP&L 1993 144,748 42,104 2,934 0 14,122
Anthony J. Amato 1995 148,964 40,046 4,887 3,650 17,156
Senior Vice 1994 152,426 43,138 5,312 0 16,970
President - WP&L 1993 140,769 33,240 4,181 0 17,842
Daniel A. Doyle/5 1995 140,399 32,465 3,090 2,900 11,155
Vice President, Finance 1994 117,212 35,583 0 0 1,758
1993 113,173 14,559 0 0 7,282
</TABLE>
____________________
1 Includes vacation days sold back to the Company.
2 For all except Mr. Davis, amounts consist of income tax gross-ups for
reverse split-dollar life insurance. For Mr. Davis, amount consists
of income tax gross-ups for reverse split-dollar life insurance -
$12,630 and income tax gross-ups for financial counseling benefit -
$4,058.
3 Awards made in 1995 were in combination with contingent dividend
awards as described in the table entitled "Long-Term Incentive Awards
in 1995".
4 All Other Compensation for 1995 consists of: matching contributions
to 401(k) plan, Mr. Davis - $11,247, Mr. Harvey - $5,892 Mr. Protsch
- $5,460, Mr. Amato -$4,469, and Mr. Doyle - $3,330; financial
counseling benefit, Mr. Davis - $4,400; split dollar life insurance
premiums, Mr. Davis -$24,790, Mr. Harvey - $10,546, Mr. Protsch -
$8,799, Mr. Amato - $6,562, and Mr. Doyle - $3,953; reverse split
dollar life insurance, Mr. Davis - $13,694, Mr. Harvey - $5,919, Mr.
Protsch - $4,103, Mr. Amato -$6,125 and Mr. Doyle - $3,872. The
split dollar and reverse split dollar insurance premiums are
calculated using the "foregone interest" method.
5 Mr. Doyle was appointed Vice President - Power Production on April 8,
1996.
OPTION/SAR GRANTS IN 1995
The following table sets forth certain information concerning stock
options granted during 1995 to the named executive officers under the WPLH
Long-Term Equity Incentive Plan:
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock
Appreciation for Option
Individual Grants Term/2
Number of
Securities % of Total
Underlying Options/SARs
Options Granted to Exercise or
Granted Employees in Base Price Expiration
Name (#)/1 Fiscal Year ($/Share) Date 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Erroll B. Davis, Jr. 13,100 31% 27.50 1/3/05 226,630 574,304
William D. Harvey 4,700 11% 27.50 1/3/05 81,310 206,048
Eliot G. Protsch 4,700 11% 27.50 1/3/05 81,310 206,048
Anthony J. Amato 3,650 9% 27.50 1/3/05 63,145 160,016
Daniel A. Doyle 2,900 7% 27.50 1/3/05 50,170 127,136
<FN>
1 Consists of non-qualified stock options to purchase shares of WPLH
common stock granted pursuant to the WPLH Long-Term Equity Incentive
Plan. Options were granted on January 3, 1995, and will fully vest
on January 3, 1998. These options were granted with an equal number
of contingent dividend awards as described in the table entitled
"Long-Term Incentive Awards in 1995", and have exercise prices equal
to the fair market value of a share of WPLH common stock on the date
of grant. Upon a "change in control" of WPLH as defined in the Long-
Term Equity Incentive Plan or upon retirement, disability or death of
the option holder, these options shall become immediately
exercisable. Upon exercise of an option, the executive purchases all
or a portion of the shares covered by the option by paying the
exercise price multiplied by the number of shares as to which the
option is exercised, either in cash or by surrendering shares of WPLH
common stock already owned by the executive.
2 The hypothetical potential appreciation shown for the named
executives is required by rules of the Securities and Exchange
Commission. The amounts shown do not represent either the historical
or expected future performance of WPLH's common stock. For example,
in order for the named executives to realize the potential values set
forth in the 5% and 10% columns in the table above, the price per
share of WPLH common stock would be $44.80 and $71.34, respectively,
as of the expiration date of the options.
</TABLE>
OPTION/SAR VALUES AT DECEMBER 31, 1995
The following table provides information for the named executive officers
regarding the number and value of unexercised options. No options were
exercisable during 1995.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Year Options/SARs at Year
End End/1
Exercis- Unexercis- Exercis- Unexercis-
Name able able able able
Erroll B. Davis, Jr. 0 13,100 0 $40,938
William D. Harvey 0 4.700 0 $14,688
Eliot G. Protsch 0 4,700 0 $14,688
Anthony J. Amato 0 3,650 0 $11,406
Daniel A. Doyle 0 2,900 0 $ 9,063
1 Based on the closing per share price on December 29, 1995 of WPLH
common stock of $30.625.
LONG-TERM INCENTIVE AWARDS IN 1995
The following table provides information concerning long-term incentive
awards made to the named executive officers in 1995.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS/2
NUMBER OF
SHARES, PERFORMANCE OR
UNITS OR OTHER PERIOD
OTHER UNTIL MATURATION
NAME RIGHTS OR PAYOUT THRESHOLD TARGET MAXIMUM
(#)/1 ($) ($) ($)
<S> <C> <C> <C> <C> <C>
Erroll B. Davis, Jr. 13,100 1/3/98 61,622 77,028 134,799
William D. Harvey 4,700 1/3/98 22,109 27,636 48,363
Eliot G. Protsch 4,700 1/3/98 22,109 27,636 48,363
Anthony J. Amato 3,650 1/3/98 17,170 21,462 37,559
Daniel A. Doyle 2,900 1/3/98 13,642 17,052 29,841
<FN>
1 Consists of performance units awarded under the WPLH Long-Term Equity
Incentive Plan in combination with stock options (as described in the
table entitled "Option/SAR Grants in 1995"). These performance units
are entirely in the form of contingent dividends and will be paid if
total shareholder return over a three year period ending January 3,
1998 equals or exceeds the median return earned by the companies in a
peer group of utility holding companies, except that there will be no
payment if WPLH's total return is negative over the course of such
period. If payable, each participant shall receive an amount equal to
the accumulated dividends paid on one share of WPLH common stock during
the period of January 3, 1995 through January 2, 1998 multiplied by the
number of performance units awarded to the participant, and modified by
a performance multiplier which ranges from 0 to 1.75 based on the WPLH
total return relative to the peer group.
2 Assumes, for purposes of illustration only, a 2 cent per share increase
in the annual dividend on shares of WPLH common stock for 1996 and
1997.
</TABLE>
Agreements with Executives
WPLH, the parent of the Company, has entered into employment and
severance agreements with certain executive officers of the Company,
including Messrs. Davis, Harvey, Protsch, Amato, and Doyle. WPLH
recognized that, in today's developing competitive marketplace within the
energy industry, circumstances may arise in which a change of control of
WPLH may occur, through acquisition or otherwise. This potentiality may
cause uncertainty about the continued employment of certain key
executives with the Company, without regard to the competence or past
contributions of the executives. WPLH recognized further that this
uncertainty could result in the loss to the Company and WPLH of valuable
services of one or more of the key executives, particularly during a
period where these same executives may be called upon to negotiate on
behalf of the shareowners. Because of the intimate knowledge of the
business and the affairs of the Company which these executives possess,
such loss could be to the detriment of the Company and WPLH. To provide
the Company, WPLH and key executives reasonable security against changes
in the relationship of the executives with the Company and WPLH in the
event of a change in control, WPLH entered into the employment and
severance agreements. The agreements provide that each executive officer
covered by the agreements is entitled to benefits if, within five years
after a change in control of WPLH (as defined in the agreements), the
officer's employment is ended through (i) termination by the Company,
other than by reason of death or disability or for cause (as defined in
the agreements), or (ii) termination by the officer due to a breach of the
agreement by WPLH or the Company or a significant change in the officer's
responsibilities, or (iii) in the case of Mr Davis' agreement only,
termination by Mr. Davis following the first anniversary of the change of
control. The benefits provided under each agreement are: (i) a cash
termination payment of one, two or three times (depending on which
executive is involved) the sum of the executive officer's annual salary
and his average annual bonus during the three years before the termination
and (ii) continuation for up to five years of equivalent hospital,
medical, dental, accident, disability and life insurance coverage as in
effect at the time of termination. The agreements also provide the
foregoing benefits in connection with certain terminations which are
effected in anticipation of a change of control. Each agreement provides
that if any portion of the benefits under the agreement or under any other
agreement for the officer would constitute an excess payment for purposes
of the Internal Revenue Code, benefits will be reduced so that the officer
will be entitled to receive $1 less than the maximum amount which he could
receive without becoming subject to the 20% excise tax imposed by the Code
on certain excess payments as defined in the Code, or which WPLH may pay
without loss of deduction under the Code. The Board of Directors of WPLH
has authorized that each of the foregoing agreements be amended to
specifically provide that the consummation of the proposed combination
involving WPLH, IES Industries Inc. and Interstate Power Company will
constitute a change of control in certain cases for purposes of the
agreements in the event of a termination without cause.
Retirement and Employee Benefit Plans
Salaried employees (including officers) of the Company are eligible
to participate in the Company's Retirement Plan. All eligible persons
whose compensation is reported in the foregoing Summary Compensation Table
participated in the plan during 1995. Contributions to the plan are
determined actuarially, computed on a single-life, annuity basis, and
cannot be readily calculated as applied to any individual participant or
small group of participants. For purposes of the plan, compensation means
payment for services rendered, including vacation and sick pay, and is
substantially equivalent to salary reported in the foregoing Summary
Compensation Table. Retirement Plan benefits depend upon length of plan
service (up to a maximum of 30 years), age at retirement, and amount of
compensation (determined in accordance with the plan) and are reduced by
up to 50 percent of Social Security benefits. Credited years of service
under the plan for covered persons named in the foregoing Summary
Compensation Table are as follows: Erroll B. Davis, Jr., 16 years;
William D. Harvey, 8 years; Eliot G. Protsch, 16 years; A. J. (Nino)
Amato, 9 years; and Daniel A. Doyle, 3 years. Assuming retirement at age
65, a Retirement Plan participant (in conjunction with the Unfunded
Supplemental Retirement Plan described below) would be eligible at
retirement for a maximum annual retirement benefit as follows:
<TABLE>
<CAPTION>
Retirement Plan Table
Annual Benefit After Specified Years in Plan*
Average Annual
Compensation 5 10 15 20 25 30
<S> <C> <C> <C> <C> <C> <C>
$125,000 $ 10,210 $20,421 $ 30,631 $ 40,841 $ 51,052 $ 61,262
150,000 12,502 25,004 37,506 50,008 62,510 75,012
200,000 17,085 34,171 51,256 68,341 85,427 102,512
250,000 21,669 43,337 65,006 86,675 108,343 130,012
300,000 26,252 52,504 78,756 105,008 131,260 157,512
350,000 30,835 61,671 92,506 123,341 154,177 185,012
400,000 35,419 70,837 106,256 141,675 177,093 212,512
450,000 40,002 80,004 120,006 160,008 200,010 240,012
475,000 42,294 84,587 126,881 169,175 211,468 253,762
</TABLE>
* Average annual compensation is based upon the average of the highest 36
consecutive months of compensation. The Retirement Plan benefits shown
above are net of estimated Social Security benefits and do not reflect any
deductions for other amounts. The annual retirement benefits payable are
subject to certain maximum limitations (in general, $120,000 for 1995 and
$120,000 for 1996) under the Internal Revenue Code. Under the Retirement
Plan and a supplemental survivors income plan, if a Retirement Plan
participant dies prior to retirement, the designated survivor of the
participant is entitled to a monthly income benefit equal to approximately
50 percent (100 percent in the case of certain executive officers and key
management employees) of the monthly retirement benefit which would have
been payable to the participant under the Retirement Plan if the
participant had remained employed by the Company until eligible for normal
retirement.
Unfunded Supplemental Retirement Plan - The Company maintains an
Unfunded Supplemental Retirement Plan which provides funds for payment of
retirement benefits above the limitations on payments from qualified
pension plans in those cases where an employee's retirement benefits
exceed the qualified plan limits. Additionally, the plan provides for
payments of supplemental retirement benefits to employees holding the
title of Vice President or higher, who have been granted additional months
of service by the Board of Directors for purposes of computing retirement
benefits.
Unfunded Executive Tenure Plan - The Company maintains an Unfunded
Executive Tenure Plan to provide incentive for key executives to remain in
the service of the Company by providing additional compensation which is
payable only if the executive remains with the Company until retirement
(or other termination if approved by the Board of Directors).
Participants in the plan must be designated by the Chief Executive Officer
and approved by the Board. Mr. Davis was the only active participant in
the plan as of December 31, 1995. The plan provides for monthly payments
to a participant after retirement (at or after age 65, or with Board
approval, prior to age 65) for 120 months. The payments will be equal to
25 percent of the participant's highest average salary for any consecutive
36-month period. If a participant dies prior to retirement or before 120
payments have been made, the participant's beneficiary will receive
monthly payments equal to 50 percent of such amount for 120 months in the
case of death before retirement, or if the participant dies after
retirement, 50 percent of such amount for the balance of the 120 months.
Annual benefits of $104,500 would be payable to Mr. Davis upon retirement,
assuming he continues in the Company's service until retirement at the
same salary as was in effect on December 31, 1995.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OWNERSHIP OF VOTING SECURITIES
The Company has two classes of voting securities outstanding, common
stock and preferred stock. WPLH owns 100 percent of the outstanding
common stock of the Company. As of December 31, 1995, no shareowner
beneficially owned more than five percent of any series of the Company's
preferred stock. Listed in the following table are the shares of WPLH
common stock owned as of March 1, 1996, by the executive officers listed
in the Summary Compensation Table and all of the directors of the Company,
as well as the shares owned by directors and officers as a group. No one
in this group owns shares of the Company's preferred stock.
Shares
Beneficially
Beneficial Owner Owned(1)
Executives(2)
A. J. (Nino) Amato . . . . . . . . . . . . 2,249 (3)
Daniel A. Doyle . . . . . . . . . . . . . . 297
William D. Harvey . . . . . . . . . . . . . 7,131 (3)
Eliot G. Protsch . . . . . . . . . . . . . 8,005 (3)
Expected Director Nominees
Rockne G. Flowers . . . . . . . . . . . . . 7,738
Katharine C. Lyall . . . . . . . . . . . . 4,688
Henry C. Prange . . . . . . . . . . . . . . 9,496 (3)
Continuing Directors
L. David Carley . . . . . . . . . . . . . . 3,514
Erroll B. Davis, Jr. . . . . . . . . . . . 10,274 (3)(4)
Donald R. Haldeman . . . . . . . . . . . . 3,454
Arnold M. Nemirow . . . . . . . . . . . . . 6,722
Milton E. Neshek . . . . . . . . . . . . . 10,486
Judith D. Pyle . . . . . . . . . . . . . . 4,519
Carol T. Toussaint . . . . . . . . . . . . 8,804
All Executives and Directors as a Group
27 people, including those listed above . . 104,409
__________________
(1) Total shares of WPLH common stock outstanding as of December 31, 1995
were 30,773,588. All individual executives and directors owned
beneficially less than one percent of the total outstanding shares.
All executives and directors as a group owned beneficially less than
one percent of the total outstanding shares.
(2) Stock ownership of Mr. Davis is shown with continuing directors.
(3) Included in the beneficially owned shares shown are the following
indirect ownership interests with shared voting and investment
powers: Mr. Harvey - 1,558; Mr. Protsch - 394; Mr. Davis - 4,602;
Mr. Prange - 248; and Mr. Amato - 880.
(4) Mr. Davis has been awarded 1.67 shares of restricted HDC common stock
subject to a Restricted Stock Agreement with Heartland Development
Corporation (a subsidiary of WPLH) and WPLH.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-
K
(a) (1) Consolidated Financial Statements of the Company
Included in Part II of this report:
Report of Independent Public Accountants
Consolidated Statements of Income for the Years Ended December 31,
1995, 1994 and 1993
Consolidated Balance Sheets, December 31, 1995 and 1994
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Capitalization, December 31, 1995 and 1994
Consolidated Statements of Common Shareowners' Investment
Notes to Consolidated Financial Statements
(a) (2) Financial Statement Schedules of the Company
For each of the years ended December 31, 1995, 1994 and 1993
<PAGE>
Schedule II. Valuation and Qualifying Accounts and Reserves
All other schedules are omitted because they are not applicable or
not required, or because the required information is shown either in
the consolidated financial statements or in the notes thereto.
(a) (3) Exhibits
The following Exhibits are filed herewith or incorporated herein by
reference. Documents indicated by an asterisk (*) are incorporated
herein by reference.
2A* Agreement and Plan of Merger, dated as of November 10, 1995,
by and among WPL Holdings, Inc., IES Industries Inc.,
Interstate Power Company and AMW Acquisition, Inc.
(incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K, dated November 10, 1995)
3A* Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1994)
3B Amendments to By-Laws of the Company
3C By-Laws of the Company as revised to January 24, 1996
4A* Indenture of Mortgage or Deed of Trust dated August 1, 1941,
between WP&L and First Wisconsin Trust Company and George B.
Luhman, as Trustees, incorporated by reference to Exhibit
7(a) in File No. 2-6409, and the indentures supplemental
thereto 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 (incorporated by
reference to Second Amended Exhibit 7(b) in File No. 2-7361;
Amended Exhibit 7(c) in File No. 2-7628; Amended Exhibit
7.02 in File No. 2-8462; Amended Exhibit 7.02 in File No.
2-8882; Second Amended Exhibit 4.03 in File No. 2-9526;
Amended Exhibit 4.03 in File No. 2-10406; Amended Exhibit
2.02 in File No. 2-11130; Amended Exhibit 2.02 in File No.
2-14816; Amended Exhibit 2.02 in File No. 2-20372; Amended
Exhibit 2.02 in File No. 2-29738; Amended Exhibit 2.02 in
File No. 2-32947; Amended Exhibit 2.02 in File No. 2-38304;
Amended Exhibit 2.02 in File No. 2-40802; Amended Exhibit
2.02 in File No. 2-50308; Exhibit 2.01(a) in File No.
2-57775; Amended Exhibit 2.02 in File No. 2-56036; Amended
Exhibit 2.02 in File No. 2-61439; Exhibit 4.02 in File No.
2-70534; Amended Exhibit 4.03 File No. 2-70534; Exhibit 4.02
in File No. 33-2579; Amended Exhibit 4.03 in File No.
33-2579; Amended Exhibit 4.02 in File No. 33-4961; Exhibit
4B to WP&L's Form 10-K for the year ended December 31, 1988;
Exhibit 4.1 to WP&L's Form 8-K dated December 10, 1990;
Amended Exhibit 4.26 in File No. 33-45726; Amended Exhibit
4.27 in File No.33-45726; Exhibit 4.1 to WP&L's Form 8-K
dated March 9, 1992; Exhibit 4.1 to WP&L's Form 8-K dated
May 12, 1992; Exhibit 4.1 to WP&L's Form 8-K dated June 29,
1992; and Exhibit 4.1 to WP&L's Form 8-K dated July 20,
1992)
10A*# Executive Tenure Compensation Plan, as revised November 1992
(incorporated by reference to Exhibit 10A to the Company's
Form 10-K for the year ended December 31, 1992)
10B*# Form of Supplemental Retirement Plan, as revised November
1992 (incorporated by reference to Exhibit 10B to the
Company's Form 10-K for the year ended December 31, 1992)
10C*# Forms of Deferred Compensation Plans, as amended June 1990
(incorporated by reference to Exhibit 10C to the Company's
Form 10-K for the year ended December 31, 1990)
10C.1*# Officer's Deferred Compensation Plan II, as adopted
September 1992 (incorporated by reference to Exhibit 10C.1
to the Company's Form 10-K for the year ended December 31,
1992)
10C.2*# Officer's Deferred Compensation Plan III, as adopted January
1993 (incorporated by reference to Exhibit 10C.2 to the
Company's Form 10-K for the year ended December 31, 1992)
10D*# Pre-Retirement Survivor's Income Supplemental Plan, as
revised November 1992 (incorporated by reference to Exhibit
10F to the Company's Form 10-K for the year ended
December 31, 1992)
10E*# Wisconsin Power and Light Company Management Incentive Plan
(incorporated by reference to Exhibit 10H to the Company's
Form 10-K for the year ended December 31, 1992)
10F*# Deferred Compensation Plan for Directors, as amended
January 17, 1995 (incorporated by reference to Exhibit 10F
to the Company's Form 10-K for the year ended December 31,
1994)
10G*# WPL Holdings, Inc. Long-Term Equity Incentive Plan
(incorporated by reference to Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1994)
10H*# Key Executive Employment and Severance Agreement by and
between WPL Holdings, Inc., and E.B. Davis, Jr.
(incorporated by reference to Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1994)
10I*# Form of Key Executive Employment and Severance Agreement by
and between WPL Holdings, Inc. and each of W.D. Harvey, E.G.
Protsch and A.J. Amato (incorporated by reference to Exhibit
4.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994)
10J*# Form of Key Executive Employment and Severance Agreement by
and between WPL Holdings, Inc. and each of E.M. Gleason,
B.J. Swan, D.A. Doyle, N.E. Boys, D.E. Ellestad, P.J. Wegner
and K.K. Zuhlke (incorporated by reference to Exhibit 4.4 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994)
21 Subsidiaries of the Company
27 Financial Data Schedule
_______________
# A management contract or compensatory plan or arrangement.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Company hereby
agrees to furnish to the Securities and Exchange Commission, upon request,
any instrument defining the rights of holders of unregistered long-term
debt not filed as an exhibit to this Form 10-K. No such instrument
authorizes securities in excess of 10 percent of the total assets of the
Company.
(b) Reports on Form 8-K.
The Company filed a Current Report on Form 8-K, dated November 10,
1995, reporting (under Item 5) that its parent, WPL Holdings, Inc.,
had entered into an Agreement and Plan of Merger with IES Industries
Inc. and Interstate Power Company.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.
WISCONSIN POWER AND LIGHT COMPANY
Date: April 29, 1996 By: /s/ Edward M. Gleason
Edward M. Gleason
Corporate Secretary
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EXHIBIT INDEX
Exhibit
No. Description
3B* Amendments to By-Laws of the Company
3C* By-Laws of as revised to January 24, 1996
21* Subsidiaries of the Company
27* Financial Data Schedule
______________
* Previously filed with this Annual Report on Form 10-K.
