SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________________
Date of Report
(Date of earliest
event reported): May 22, 1996
Wisconsin Power and Light Company
(Exact name of registrant as specified in its charter)
Wisconsin 0-337 39-0714890
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
222 West Washington Avenue, Madison, Wisconsin 53703
(Address of principal executive offices, including zip code)
(608) 252-3311
(Registrant's telephone number)
<PAGE>
Item 5. Other Events.
On November 10, 1995, WPL Holdings, Inc. ("WPL"), a holding company
incorporated under the laws of the State of Wisconsin and the parent
corporation of Wisconsin Power and Light Company (the "Company"), IES
Industries Inc. ("IES"), a holding company incorporated under the laws of
the State of Iowa, and Interstate Power Company ("IPC"), an operating
public utility incorporated under the laws of the State of Delaware, among
others, entered into an Agreement and Plan of Merger providing for the
strategic three-way business combination of WPL, IES and IPC (hereinafter
referred to as the "Merger"). In the Merger, WPL, as a surviving holding
company, will change its name to Interstate Energy Corporation
("Interstate Energy").
On May 22, 1996, WPL, IES and IPC, among others, entered into an
amendment to the Agreement and Plan of Merger (the Agreement and Plan of
Merger as so amended is hereinafter referred to as the "Merger Agreement")
to provide, under certain circumstances, the holders of IES common stock
with an increased share exchange ratio. As revised, the Merger Agreement
does not amend the share exchange ratio applicable to holders of IPC
common stock nor does it change the fact that the outstanding shares of
WPL common stock will remain unchanged and outstanding after the Merger as
shares of Interstate Energy common stock.
The Merger Agreement is filed as an exhibit to this Current Report
on Form 8-K and is incorporated herein by reference. The brief summary of
certain revised provisions of the Merger Agreement set forth above is
qualified in its entirety by reference to that agreement.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
The exhibits listed in the accompanying Exhibit Index are
filed as part of this Current Report on Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
WISCONSIN POWER AND LIGHT COMPANY
Date: May 22, 1996. By: /s/ Edward M. Gleason
Edward M. Gleason
Controller, Treasurer and
Corporate Secretary
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EXHIBIT INDEX TO FORM 8-K
Report Dated May 22, 1996
Exhibit
(2.1) Amendment No. 1 to Agreement and Plan of
Merger and Stock Option Agreements, dated
May 22, 1996, by and among WPL Holdings,
Inc., IES Industries Inc., Interstate Power
Company, AMW Acquisition, Inc., WPLH
Acquisition Co. and Interstate Power
Company.
(2.2) 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 Wisconsin
Power and Light Company's Current Report on
Form 8-K, dated November 10, 1995]
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
AND
STOCK OPTION AGREEMENTS
THIS AMENDMENT NO. 1 (this "Amendment"), dated as of May 22,
1996, by and among WPL Holdings, Inc., a holding company incorporated
under the laws of the State of Wisconsin ("WPL"), IES Industries Inc., a
holding company incorporated under the laws of the State of Iowa ("IES"),
Interstate Power Company, an operating public utility incorporated under
the laws of the State of Delaware ("Interstate"), AMW Acquisition, Inc., a
wholly-owned subsidiary of WPL incorporated under the laws of the State of
Delaware ("AMW"), WPLH Acquisition Co., a wholly-owned subsidiary of WPL
incorporated under the laws of the State of Wisconsin ("Acquisition"), and
Interstate Power Company, a wholly-owned subsidiary of Interstate
incorporated under the laws of the State of Wisconsin ("New Interstate").
W I T N E S S E T H:
WHEREAS, the parties hereto (other than Acquisition and New
Interstate) entered into an Agreement and Plan of Merger (the "Merger
Agreement") dated as of November 10, 1995;
WHEREAS, certain of the parties hereto entered into various
Stock Option Agreements (the "Stock Option Agreements") dated November 10,
1995;
WHEREAS, in furtherance of the transactions contemplated
therein, the respective parties have agreed to certain amendments to the
Merger Agreement and the Stock Option Agreements;
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein,
the parties hereto, intending to be legally bound hereby, agree as
follows:
1. Amendments. Upon the execution of this Amendment by all
parties hereto, the Merger Agreement shall be amended as follows:
(a) The introductory paragraph of the Merger Agreement
shall be restated in its entirety to read as follows:
"THIS AGREEMENT AND PLAN OF MERGER, dated as of
November 10, 1995, as amended (this "Agreement"), by and
among WPL Holdings, Inc., a holding company incorporated
under the laws of the State of Wisconsin ("WPL"), IES
Industries Inc., a holding company incorporated under the
laws of the State of Iowa ("IES"), Interstate Power
Company, an operating public utility incorporated under the
laws of the State of Delaware ("Interstate"), WPLH
Acquisition Co., a wholly-owned subsidiary of WPL
incorporated under the laws of the State of Wisconsin
("Acquisition"), and Interstate Power Company, a wholly-
owned subsidiary of Interstate incorporated under the laws
of the State of Wisconsin ("New Interstate", and together
with WPL, IES, Interstate and Acquisition, after the
Effective Time (as hereinafter defined), the "Company"),"
(b) The second recital to the Merger Agreement shall be
restated in its entirety to read as follows:
"WHEREAS, in furtherance thereof, the respective Boards of
Directors of WPL, IES, Interstate, Acquisition and New
Interstate have approved this Agreement and the Merger (as
defined in Section 1.1 below) on the terms and conditions
set forth in this Agreement;"
(c) Sections 1.1(a) and (b) of Article I shall be restated
in their entirety to read as follows:
"Section 1.1 The Merger. Upon the terms and subject
to the conditions of this Agreement:
(a) at the Effective Time the Merger shall be
effected as follows:
(i) IES shall be merged with and into WPL
(the "IES Merger") in accordance with the laws of the
States of Wisconsin and Iowa;
(ii) Acquisition shall be merged with and
into Interstate (the "Interstate Merger") in
accordance with the laws of the States of Wisconsin
and Delaware;
(iii) The IES Merger, together with the
Interstate Merger, are collectively referred to herein
as the "Merger;
provided, however, that in the event that there has been a
failure to obtain any WPL Required Statutory Approvals due
to any limitations imposed under Section 196.795 of the
Wisconsin Statutes (a "Wisconsin Regulatory Event"), the
Merger shall be effected as follows, with the terms "IES
Merger," "Interstate Merger" and "Merger" being defined as
set forth below:
(i) Interstate shall be merged with and
into New Interstate (following such intermediate
merger, to be deemed "Interstate" for the purposes of
this Agreement), with New Interstate to be the
surviving corporation; and
(ii) Acquisition shall be merged with and
into Interstate, with Interstate to be the surviving
corporation (steps (i) and (ii) being referred to
collectively herein as the "Interstate Merger"); and
(iii) Utilities (as hereinafter defined)
shall be merged with and into a wholly-owned
subsidiary of IES ("New Utilities," to be formed as a
Wisconsin corporation, and following such intermediate
merger, to be deemed "Utilities" for the purposes of
this Agreement), with New Utilities to be the
surviving corporation; and
(iv) IES shall be merged with and into WPL
(steps (iii) and (iv) being collectively referred to
herein as the "IES Merger") in accordance with the
laws of the States of Wisconsin and Iowa; and
(v) The IES Merger, together with the
Interstate Merger, are collectively referred to herein
as the "Merger."
(b) WPL shall be the surviving corporation of
the IES Merger, and Interstate shall be the surviving
corporation of the Interstate Merger, and each shall
continue its respective corporate existence under the laws
of the States of Wisconsin and Delaware, as applicable;
and"
(d) Section 1.3 of Article I shall be restated in its
entirety to read as follows:
"Section 1.3 Effective Time of the Merger. On the
Closing Date (as hereinafter defined), articles and certificates
of merger together, in the case of the IES Merger, with a Plan
of Merger in substantially the form attached hereto as Exhibit
1.3, which Plan of Merger is incorporated by reference herein
and deemed a part hereof (the "Plan of Merger"), complying with
the requirements of the WBCL, the IBCA and the DGCL, shall be
executed by WPL, IES, Interstate and Acquisition (or, if a
Wisconsin Regulatory Event shall have occurred, WPL, IES,
Interstate, New Interstate, Utilities, New Utilities and
Acquisition) and shall be filed by WPL, Utilities and
Interstate, as appropriate, with the Secretary of State of the
State of Wisconsin pursuant to the WBCL and the Secretary of
State of the State of Iowa pursuant to the IBCA, in the case of
the IES Merger, and the Secretary of State of the State of
Delaware pursuant to the DGCL and the Secretary of State of the
State of Wisconsin pursuant to the WBCL, in the case of the
Interstate Merger. The Merger shall become effective on the
latest of the times (the "Effective Time") specified in the
appropriate articles and certificates of merger filed with
respect to the IES Merger and the Interstate Merger,
respectively."
(e) Sections 2.1(b)(i), (ii) and (iii) shall be restated
in their entirety and a new Section 2.1(b)(iv) shall be added to read
as follows:
"(i) Each issued and outstanding share of IES Common
Stock (other than shares canceled pursuant to Section 2.1(a)(i)
and IES Dissenting Shares (as hereinafter defined)) shall be
converted into the right to receive 0.98 duly authorized,
validly issued, fully paid and nonassessable (except as
otherwise provided in Section 180.0622(2)(b) of the WBCL) shares
of Common Stock, par value $.01 per share, of WPL ("WPL Common
Stock"), including, if applicable, associated rights (the "WPL
Rights") to purchase shares of WPL Common Stock pursuant to the
terms of that certain Rights Agreement between WPL and Morgan
Shareholder Services Trust Company, as Rights Agent thereunder,
dated as of February 22, 1989 (the "WPL Rights Agreement").
Until the Distribution Date (as defined in the WPL Rights
Agreement) all references in this Agreement to the WPL Common
Stock shall be deemed to include the associated WPL Rights.
Notwithstanding the foregoing, if the McLeod Contingency (as
hereinafter defined) shall have occurred prior to the Closing
Date, each issued and outstanding share of IES Common Stock
(other than shares canceled pursuant to Section 2.1(a)(i) and
IES Dissenting Shares) shall be converted into the right to
receive 1.01 duly authorized, validly issued, fully paid and
nonassessable (except as otherwise provided in Section
180.0622(2)(b) of the WBCL) shares of WPL Common Stock. The
specific exchange ratio at which shares of IES Common Stock are
ultimately converted into shares of WPL Common Stock in the IES
Merger is hereafter referred to as the "IES Ratio". As used in
this Agreement, the term "McLeod Contingency" shall mean the
completion of a firm commitment underwritten initial public
offering of Class A common stock by McLeod, Inc., a Delaware
corporation ("McLeod"), at a per share price equal to or greater
than $13.00 (as adjusted for any stock split, recapitalization
or the like effected prior to the completion of such offering,
other than the stock split disclosed in McLeod's registration
statement on Form S-1 filed with the Securities and Exchange
Commission on April 2, 1996), that results in McLeod (a)
receiving gross proceeds of such offering equal to or greater
than $75 million in addition to any gross proceeds from the sale
of its Class A common stock to existing stockholders and (b)
having its Class A common stock, immediately following the
completion of such initial public offering, registered pursuant
to Section 12 of the Exchange Act (as hereinafter defined).
(ii) Each issued and outstanding share of Interstate
Common Stock (other than shares canceled pursuant to Section
2.1(a)(ii)) shall be converted into the right to receive 1.11
(the "Interstate Ratio") duly authorized, validly issued, fully
paid and nonassessable (except as otherwise provided in Section
180.0622(2)(b) of the WBCL) shares of WPL Common Stock,
provided, however, that if a Wisconsin Regulatory Event shall
have occurred, each issued and outstanding share of Interstate
Common Stock (other than shares canceled pursuant to Section
2.1(a)(ii)) shall first automatically be converted into one duly
authorized, validly issued, fully paid and nonassessable (except
as otherwise provided in Section 180.0622(2)(b) of the WBCL)
share of Common Stock, par value $3.50 per share, of New
Interstate (the "New Interstate Common Stock") and thereafter,
such one share of New Interstate Common Stock shall be converted
into the right to receive a number of duly authorized, validly
issued, fully paid and nonassessable (except as otherwise
provided in Section 180.0622(2)(b) of the WBCL) shares of WPL
Common Stock equal to the Interstate Ratio.
(iii) If a Wisconsin Regulatory Event shall have
occurred, each issued and outstanding share of Utilities Common
Stock (as hereinafter defined) shall be converted into the right
to receive one duly authorized, validly issued, fully paid and
nonassessable (except as otherwise provided in Section
180.0622(2)(b) of the WBCL) share of Common Stock, par value
$2.50 per share, of New Utilities (the "New Utilities Common
Stock").
(iv) Upon such conversions and except as otherwise
provided in Section 2.2, all such shares of IES Common Stock,
Interstate Common Stock (and, if a Wisconsin Regulatory Event
shall have occurred, Utilities Common Stock) shall be canceled
and cease to exist, and each holder of a certificate formerly
representing any such shares of IES Common Stock and Interstate
Common Stock (and, if applicable, Utilities Common Stock) shall
cease to have rights with respect thereto, except the right to
receive the shares of WPL Common Stock (or New Utilities Common
Stock) to be issued in consideration therefor upon (in the case
of the IES Common Stock and the Interstate Common Stock) the
surrender of such certificate in accordance with Section 2.3 and
any cash in lieu of fractional shares of WPL Common Stock."
(f) Sections 2.1 (c) and (d) of Article II shall be
restated in their entirety, and a new Section 2.1 (e) shall be
inserted thereafter to read as follows:
"(c) Interstate Preferred Stock. Each issued and
outstanding share of Preferred Stock, $50 par value, of
Interstate (the "Interstate Preferred Stock") shall be unchanged
as a result of the Interstate Merger and shall remain
outstanding thereafter, provided, however, that if a Wisconsin
Regulatory Event shall have occurred, each outstanding share of
Interstate Preferred Stock (other than shares owned directly or
indirectly by WPL, IES or Interstate and other than Interstate
Dissenting Shares) will be converted into one share of Preferred
Stock, $50 par value, of New Interstate (the "New Interstate
Preferred Stock") with terms (including dividend rights) and
designations under the New Interstate restated articles of
incorporation substantially identical to those of the converted
shares of Interstate Preferred Stock under the Interstate
restated certificate of incorporation. In the event that a
Wisconsin Regulatory Event shall have occurred, from and after
the Effective Time, each outstanding certificate theretofore
representing shares of Interstate Preferred Stock shall be
deemed for all purposes to evidence the ownership of and to
represent an equal number of shares of New Interstate Preferred
Stock into which such shares of Interstate Preferred Stock shall
have been converted.
(d) Conversion of Acquisition Common Stock. All of
the shares of Common Stock, par value $0.01 per share, of
Acquisition (the "Acquisition Common Stock") issued and
outstanding immediately prior to the Effective Time shall be
converted into that number of shares of Interstate Common Stock
(as the surviving corporation in the Interstate Merger) which
shall be equivalent to the aggregate number of shares of
Interstate Common Stock (exclusive of the shares canceled
pursuant to Section 2.1(a)(ii)) issued and outstanding
immediately prior to the Effective Time, provided, however, if a
Wisconsin Regulatory Event shall have occurred, all of the
shares of Acquisition Common Stock issued and outstanding
immediately prior to the Effective Time shall be converted into
that number of shares of New Interstate Common Stock (as the
surviving corporation in the Interstate Merger) which shall be
equivalent to the aggregate number of shares of New Interstate
Common Stock (exclusive of the shares canceled pursuant to
Section 2.1(a)(ii)) issued and outstanding immediately prior to
the Effective Time. From and after the Effective Time, each
outstanding certificate theretofore representing shares of
Acquisition Common Stock shall be deemed for all purposes to
evidence ownership of and to represent the number of shares of
Interstate Common Stock or New Interstate Common Stock, as
appropriate, into which such shares of Acquisition Common Stock
shall have been converted.
(e) Redemption of Utilities Preferred Stock. If a
Wisconsin Regulatory Event shall have occurred, all of the
shares of Utilities Preferred Stock (as hereinafter defined)
issued and outstanding immediately prior to the Effective Time
shall be redeemed prior to consummation of the Merger."
(g) Section 4.4(a)(ii) of Article IV shall be deleted in
its entirety and the representation and warranty currently set forth
as Section 4.4(a)(i) shall thereafter be set forth as Section 4.4(a)
of Article IV.
(h) Section 7.12 of Article VII shall be restated in its
entirety to read as follows:
"Section 7.12 Transmission, Generation. Except as
required pursuant to tariffs on file with the FERC as of the
date hereof, in the ordinary course of business consistent with
past practice, or as set forth in Section 7.12 of the WPL
Disclosure Schedule, the IES Disclosure Schedule or the
Interstate Disclosure Schedule, no party shall, nor shall any
party permit any of its Subsidiaries to,
(a) commence construction of any additional
generating, transmission or delivery capacity, or
(b) obligate itself to purchase or
otherwise acquire, or to sell or otherwise dispose of,
or to share, any additional generating, transmission
or delivery capacity,
in an amount in excess of $30 million in the case of WPL,
$80 million in the case of IES, and $16 million in the case
of Interstate, except as set forth in the budgets or
forecasts of WPL dated November 10, 1995, IES dated October
16, 1995 and Interstate dated February 27, 1995,
respectively, which budgets or forecasts have been shared
with each other party hereto."
(i) Section 8.14(e) of Article VIII shall be deleted and
Sections 8.14(f), (g) and (h) shall thereafter be reordered to become
Sections 8.14(e), (f) and (g), respectively. All references in the
Merger Agreement to Sections 8.14(f), (g) and (h) shall hereafter be
to Sections 8.14(e), (f) and (g), respectively.
(j) Section 8.15 of Article VIII shall be restated in its
entirety to read as follows:
"Section 8.15 Employment Contracts. WPL, or in
the case of Mr. Chase, Interstate, shall, as of or prior to
the Effective Time, enter into employment contracts with
each of Messrs. Liu, Davis, Stoppelmoor, and Chase in the
forms set forth in Exhibit 8.15.1, 8.15.2, 8.15.3 and
8.15.4, respectively."
(k) Exhibit 8.15.5 shall be deleted as an exhibit from the
Merger Agreement.
(l) The parenthetical references "(other than AMW)"
contained in Section 10.3(a)(i), Section 10.3(a)(ii), Section
10.3(b)(iii) and Section 10.3(c) of Article X shall be amended to
read "(other than Acquisition and New Interstate)".
(m) The cover page and the signature page shall be amended
to delete references to AMW Acquisition, Inc., a Delaware
corporation, and to add references to WPLH Acquisition Co., a
Wisconsin corporation, and to Interstate Power Company, a Wisconsin
corporation.
(n) The Index of Defined Terms which precedes the body of
the Agreement shall be amended to add the defined terms
"Acquisition," "New Interstate," "Wisconsin Regulatory Event," "New
Utilities," "New Interstate Common Stock," "New Utilities Common
Stock," New Interstate Preferred Stock," "Acquisition Common Stock,"
"McLeod Contingency" and "McLeod." The Index of Defined Terms shall
be further amended to delete the defined terms "AMW" and "AMW Common
Stock."
2. References to Merger Agreement. From and after the date of
this Amendment, each reference in the Merger Agreement to "this
Agreement," "hereof," "hereunder" or words of like import, and all
references to the Merger Agreement in any and all agreements, instruments,
documents, notes, certificates and other writings of every kind and
nature, shall be deemed to mean the Merger Agreement as modified and
amended by this Amendment.
3. References to AMW in Merger Agreement; Addition of New
Interstate. To the extent not otherwise provided for above, from and
after the date of this Amendment, all references in the Merger Agreement
and in the exhibits thereto (other than the Stock Option Agreements) to
AMW shall thereafter be modified to refer to Acquisition. In addition,
New Interstate shall be inserted in the Merger Agreement and the exhibits
thereto (other than the Stock Option Agreements) as the fifth and final
party to the Merger Agreement.
4. Amendments to Plan of Merger. From and after the date of
this Amendment, the Plan of Merger (in the form of Exhibit 1.3 to the
Merger Agreement) shall be amended as follows:
(a) The first sentence of Section 1.04 of the Plan of Merger
shall be amended to read as follows: "At the Effective Time,
the Board of Directors of the Surviving Corporation shall be
comprised of the persons designated pursuant to Section 8.13 of
the Merger Agreement and the Chairman and Vice Chairman of the
Board of Directors and the Chief Executive Officer and President
of the Surviving Corporation shall be the persons designated in
Section 8.14(a), (b) and (c) of the Merger Agreement."
(b) The first sentence of Section 2.01(b) of the Plan of Merger
shall be amended to read as follows: "Each share of IES Common
Stock issued and outstanding immediately prior to the Effective
Time (other than shares cancelled pursuant to Section 2.01(a) or
shares for which dissenters' rights have been exercised under
applicable law) shall be converted into the right to receive
[insert IES Ratio as determined in accordance with the Merger
Agreement] shares of Common Stock, $.01 par value, of WPL
Holdings ("WPL Holdings Common Stock"), including the associated
rights to purchase shares of WPL Holdings Common Stock (the
"Rights") pursuant to that certain Rights Agreement between WPL
Holdings and Morgan Shareholder Services Trust Company, as
Rights Agent thereunder, dated February 22, 1989 (the "Rights
Agreement").
5. Amendments to Stock Option Agreements. From and after the
date of this Amendment, the first recital of each of the six Stock Option
Agreements (in the forms as included as exhibits A through F to the Merger
Agreement and in the forms as executed by WPL, IES and Interstate) shall
be amended as follows:
(a) All references to "AMW Acquisition, Inc.," a
"Delaware" corporation, shall be amended to refer to
"WPLH Acquisition Co.," a "Wisconsin" corporation, and
all references to "AMW" shall be amended to refer to
"Acquisition".
(b) "Interstate Power Company, a wholly-owned subsidiary
of Interstate organized under the laws of the State of
Wisconsin," shall be inserted as the fifth and final
party to the Merger Agreement.
(c) The reference to the "Agreement and Plan of Merger,
dated as of November 10, 1995, (the "Merger
Agreement")" shall be amended to reference the
"Agreement and Plan of Merger, dated as of November
10, 1995, as amended, (the "Merger Agreement")".
(d) References to the merger of "AMW with and into
Interstate," "AMW with and into OPTION HOLDER," where
Interstate has been previously defined as OPTION
HOLDER, and "AMW with and into OPTION GRANTOR," where
Interstate has been previously defined as OPTION
GRANTOR, in accordance with the laws of the "State of
Delaware" as set forth in the Stock Option Agreements
shall be amended to provide for the merger of
"Acquisition with and into Interstate (or a successor
thereto)," "OPTION HOLDER (or a successor thereto),"
or "OPTION GRANTOR (or a successor thereto),"
respectively, in accordance with the laws of the
"States of Delaware and/or Wisconsin."
Section 14(c) of each of the six Stock Option Agreements shall
be restated in its entirety to read as follows:
"(c) Nothing contained in this Agreement, express or
implied, is intended to confer upon any person other
than the parties hereto and their respective
successors and permitted assigns any rights or
remedies of any nature whatsoever by reason of this
Agreement."
IN WITNESS WHEREOF, WPL, IES, Interstate, AMW, Acquisition and
New Interstate have caused this Amendment to be signed by their respective
officers thereunto duly authorized as of the date first written above.
WPL HOLDINGS, INC.
Attest:
By:/s/ Edward M. Gleason By:/s/ Erroll B. Davis, Jr.
Edward M. Gleason Name: Erroll B. Davis, Jr.
Corporate Secretary Title: President and Chief
Executive Officer
IES INDUSTRIES INC.
Attest:
By:/s/ Stephen W. Southwick By:/s/ Lee Liu
Name: Stephen W. Southwick Name: Lee Liu
Title: Secretary Title: Chairman of the Board,
President & Chief
Executive Officer
INTERSTATE POWER COMPANY
(a Delaware Corporation)
Attest:
By:/s/ Joseph C. McGowan By:/s/ Wayne H. Stoppelmoor
Joseph C. McGowan Name: Wayne H. Stoppelmoor
Secretary and Treasurer Title: Chairman of the Board,
President and Chief
Executive Officer
AMW ACQUISITION, INC.
Attest:
By:/s/ Edward M. Gleason By:/s/ Erroll B. Davis, Jr.
Edward M. Gleason Name: Erroll B. Davis, Jr.
Secretary Title: President
WPLH ACQUISITION CO.
Attest:
By:/s/ Edward M. Gleason By:/s/ Erroll B. Davis, Jr.
Edward M. Gleason Name: Erroll B. Davis, Jr.
Secretary Title: President
INTERSTATE POWER COMPANY
(a Wisconsin Corporation)
Attest:
By:/s/ Joseph C. McGowan By:/s/ Michael R. Chase
Joseph C. McGowan Name: Michael R. Chase
Secretary and Treasurer Title: President
