Registration No. 33-60917
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
AMENDMENT NO. 2
to
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)
______________________________
Edward M. Gleason
Controller, Treasurer and Corporate Secretary
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 Dennis J. Friedman
Foley & Lardner Claude S. Serfilippi
777 East Wisconsin Avenue Chadbourne & Parke LLP
Milwaukee, Wisconsin 53202 30 Rockefeller Plaza
New York, New York 10112
________________________
Approximate date of commencement of proposed sale to the public:
From time to time 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. [X]
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. [_]
_________________
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 JUNE 24, 1997
PROSPECTUS SUPPLEMENT
(To Prospectus dated June , 1997)
$105,000,000
Wisconsin Power and Light Company
% Debentures due , 2007
____________________
Interest on the % Debentures due , 2007 (the
"Debentures") is payable semi-annually on and of
each year, commencing , 1997. The Debentures will be general
unsecured obligations of Wisconsin Power and Light Company (the "Company")
and will rank on a parity with all other unsecured and unsubordinated debt
of the Company. The Debentures are not redeemable prior to maturity and
will not be subject to any sinking fund.
The Debentures will be represented by one or more global
securities registered in the name of the nominee of The Depository Trust
Company ("DTC"), as depositary. Book-Entry Interests (as defined in the
accompanying Prospectus) in such global securities will be shown on, and
transfers thereof will be effected only through, records maintained by DTC
or its nominee for such global securities and on the records of DTC and
its participants. Except as described herein and in the accompanying
Prospectus, Debentures in definitive form will not be issued. See
"Certain Terms of the Debentures" herein and "Description of the
Debentures" and "Book-Entry Only System" in the accompanying Prospectus.
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
SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Underwriting Proceeds to
Price to Public(1) Discount(2) Company (1)(3)
Per Debenture . . . . . % % %
Total . . . . . . . . . $ $ $
(1) Plus accrued interest, if any, from , 1997.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933,
as amended. See "Underwriting."
(3) Before deduction of expenses payable by the Company estimated at
$190,000.
The Debentures are being offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, 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 Debentures will be made through the book-
entry facilities of DTC on or about , 1997 against payment
therefor in immediately available funds.
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 AND PROSPECTUS SUPPLEMENT
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.
__________________
The date of this Prospectus Supplement is , 1997.
<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.
USE OF PROCEEDS
A portion of the net proceeds from the sale of the Debentures will be
used to retire at maturity $55,000,000 aggregate principal amount of the
Company's First Mortgage Bonds, Series Z, 6 %, due July 15, 1997, and the
remainder will be used to repay short-term debt which was incurred by the
Company to repurchase in private transactions approximately $23,000,000
aggregate principal amount of its First Mortgage Bonds, Series V, 9.30%,
due December 1, 2025, and to finance utility construction expenditures.
As of June 20, 1997, the average weighted interest rate on the short-term
debt to be repaid was approximately 5.56% per annum.
SELECTED FINANCIAL INFORMATION
Set forth below is selected financial information for the Company for
the twelve months ended March 31, 1997 and the years ended December 31,
1996, 1995 and 1994.
<TABLE>
Selected Financial Information
<CAPTION>
Year Ended
Twelve Months December 31,
Ended March 31,
1997 1996 1995 1994
(Unaudited)
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Income Statement Data:
Operating Revenues . . . . . . . . . . . . . . . . . $769,046 $759,275 $689,672 $687,811
Income Before Interest Expense . . . . . . . . . . . $104,780 $113,957 $112,473 $102,643
Net Income for Common Stock . . . . . . . . . . . . . $ 69,748 $ 79,175 $ 75,342 $ 68,185
Ratio of Earnings to Fixed Charges (unaudited) (1) . 4.35 4.81 4.23 4.29
<CAPTION>
At March 31, 1997 (Unaudited)
Percent of
As Capitalization
Actual Adjusted(2) As Adjusted
(Thousands of Dollars)
<S> <C> <C> <C>
Capitalization (3):
Current maturities of long-term debt. . . . . . . . . . . . $ 55,000 $ 0 0.0%
First mortgage bonds, net (4) . . . . . . . . . . . . . . . 258,676 258,676 25.7
Debentures . . . . . . . . . . . . . . . . . . . . . . . . 0 105,000 10.4
Preferred stock without mandatory
redemption . . . . . . . . . . . . . . . . . . . . . . . 59,963 59,963 6.0
Common shareowners' investment . . . . . . . . . . . . . . 583,785 583,785 57.9
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $957,424 $1,007,424 100.0%
_________________
(1) 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.
(2) As adjusted for the issuance of the Debentures and the application
of the net proceeds as described under "Use of Proceeds."
(3) For the purpose of this presentation, capitalization includes current
maturities of long-term debt.
(4) Excludes variable rate demand bonds in the amount of $56.975 million
and unamortized discount relating to outstanding First Mortgage
Bonds in the amount of $1.223 million.
</TABLE>
CERTAIN TERMS OF THE DEBENTURES
The following description of the particular terms of the Debentures
supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debentures set
forth in the accompanying Prospectus under "Description of the
Debentures," to which description reference is hereby made.
General
The Debentures will be unsecured general obligations of the Company
and will be issued as a separate series of securities under the Indenture,
dated as of June 20, 1997 (the "Unsecured Debt Indenture"), between the
Company and Firstar Trust Company, as Trustee. At March 31, 1997, the
Company had no Securities (as defined in the accompanying Prospectus)
outstanding under the Indenture but had $371,874,000 of secured debt
outstanding. The Unsecured Debt Indenture does not limit the Company's
ability to issue additional First Mortgage Bonds or to enter into sale and
leaseback transactions. See "Description of the New Bonds" in the
accompanying Prospectus.
Maturity and Interest
The Debentures will be limited to $105,000,000 aggregate principal
amount and will mature on , 2007. Each Debenture will bear
interest from , 1997 or from the most recent interest payment
date to which interest has been paid, at the rate per annum specified on
the cover page hereof, payable semi-annually on and ,
commencing , 1997, to the person in whose name such
Debenture is registered at the close of business on the preceding
and , respectively.
No Redemption Prior to Maturity
The Debentures will not be redeemable prior to maturity.
Other Terms
The covenant described in the accompanying Prospectus under
"Description of the Debentures--Certain Covenants--Limitations on Liens"
will apply to the Debentures. Future series of Securities issued under
the Indenture may or may not have different covenants.
The Debentures will be subject to defeasance under the conditions
described in the accompanying Prospectus.
Book-Entry Procedures
The Debentures will be represented by one or more global securities
registered in the name of DTC or its nominee. Book-Entry Interests in
such global securities will be shown on, and transfers thereof will be
effected only through, records maintained by DTC or its nominee for such
global securities and on the records of DTC Participants (as defined in
the accompanying Prospectus). Except as described below and in the
accompanying Prospectus, Debentures in definitive form will not be issued
and owners of Book-Entry Interests will not be considered the holders
thereof.
The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form.
Such limits and such laws may impair the ability to transfer beneficial
interests in the global securities.
In the event that the book-entry system is discontinued, or DTC is
at any time unwilling or unable to continue as depositary, and a successor
depositary is not appointed by the Company within 90 days, the Company
will issue individual Debentures in certificated form to owners of Book-
Entry Interests in exchange for the Debentures held by DTC or its nominee,
as the case may be.
Settlement for the Debentures will be made by the Underwriters in
immediately available funds. All payments of principal and interest on
global securities will be made by the Company in immediately available
funds.
See "Book-Entry Only System" in the accompanying Prospectus.
UNDERWRITING
Subject to the terms and conditions set forth in a purchase
agreement ("the Purchase Agreement") among the Company and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, acting on behalf of itself and Robert
W. Baird & Co. Incorporated, A.G. Edwards & Sons, Inc. and Utendahl
Capital Partners, L.P. (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 Debentures set forth
after their names below.
Principal
Underwriters Amount
Merrill Lynch, Pierce, Fenner & Smith $
Incorporated . . . . . . . . . . . . . .
Robert W. Baird & Co. Incorporated . . . . .
A.G. Edwards & Sons, Inc. . . . . . . . . . .
Utendahl Capital Partners, L.P. . . . . . . . ____________
Total . . . . . . . . . . . . . . . . . $105,000,000
============
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 Debentures if any
are purchased.
The Underwriters have advised the Company that they will initially
offer the Debentures to the public initially at the public offering price
set forth on the cover page of this Prospectus Supplement, and to certain
dealers at such price less a concession not in excess of % of the
principal amount of the Debentures. The Underwriters may allow, and such
dealers may reallow, a discount not in excess of % of the principal
amount on sales to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be
changed.
The Debentures are a new issue of securities with no established
trading market. The Company does not intend to list the Debentures on any
securities exchange. The Underwriters have advised the Company that they
currently intend to make a market in the Debentures; however, the
Underwriters are not obligated to do so, and any Underwriter may
discontinue any such market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the
Debentures.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
<PAGE>
PROSPECTUS
$105,000,000
Wisconsin Power and Light Company
Debt Securities
____________________
Wisconsin Power and Light Company (the "Company") may from time to
time offer up to $105 million aggregate principal amount of its debt
securities (the "Debt Securities"). The Debt Securities may be offered in
one or more series and may be either First Mortgage Bonds (the "New
Bonds") or unsecured debt securities consisting of notes, debentures or
other evidences of indebtedness (the "Debentures"). The Debt Securities
will be offered to the public on terms determined at the time or times of
sale. An accompanying supplement to this Prospectus (the "Prospectus
Supplement") will set forth the specific terms and conditions of the Debt
Securities offered thereby, including, without limitation, the title,
aggregate principal amount, denominations, maturity, rate (which may be
fixed or variable) and time of payment of interest, any terms for
redemption or conversion, any terms for sinking or analogous fund
payment(s), any listing on a registered national securities exchange and
the initial public offering price.
The Company may sell the Debt Securities to or through underwriters
(which may include Merrill Lynch, Pierce, Fenner & Smith Incorporated) or
dealers, and may also sell Debt Securities directly to other purchasers or
through agents designated from time to time by the Company. See "Plan of
Distribution." The names of such underwriters, dealers or agents, any
applicable commissions or discounts and the net proceeds to the Company
from the sale of the Debt Securities will be set forth in the accompanying
Prospectus Supplement.
The issue and sale of the Debt Securities are subject to the prior
approval and authorization of the Public Service Commission of Wisconsin,
which has been or will be obtained prior to the sale of the Debt
Securities.
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.
Merrill Lynch & Co.
The date of this Prospectus is June , 1997.
<PAGE>
AVAILABLE INFORMATION
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: Midwest Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and Northeast 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.
In addition, the Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of
such Web site is http://www.sec.gov.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments, schedules and
exhibits thereto referred to herein as the "Registration Statement") under
the Securities Act of 1933, as amended, with respect to the Debt
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 which may be inspected and copied in the manner and
at the sources described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company (under
File No. 0-337) with the Commission pursuant to the Exchange Act (to the
extent disclosures therein relate to the Company) are hereby incorporated
herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and 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 by reference in this Prospectus (not
including exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents). Requests should be
directed to Edward M. Gleason, Controller, Treasurer and Corporate
Secretary, Wisconsin Power and Light Company, 222 West Washington Avenue,
Madison, Wisconsin 53703 (Telephone: (608) 252-3311).
THE COMPANY
The Company, a Wisconsin corporation and a subsidiary of WPL
Holdings, Inc. ("WPLH"), 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 provides electricity in a service territory of
approximately 16,000 square miles. As of December 31, 1996, the Company
furnished retail electric service to approximately 385,000 customers in
615 cities, villages and towns, and wholesale electric service to 24
municipal utilities, one privately owned utility, three rural electric
cooperatives, one Native American nation 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 1996, the Company's electric operating revenues were
derived from the following types of customers: residential and
farm--34.2%, industrial--24.4%, commercial--17.9%, wholesale and
municipal--22.3% and other--1.2%.
The Company's total net generating capability is approximately
2,300 megawatts. The maximum net hourly peak load on the Company's
electric system in 1996 was 2,124 megawatts. During 1996, the Company's
net kilowatt-hour generation of electricity was derived from the following
fuel sources: 84% coal, 12.7% nuclear and 3.3% hydroelectric, oil and
natural gas. The Company's electro-generating facilities include: four
coal-fired generating stations (including nine units; four jointly owned),
seven natural-gas-fired peaking units, eight hydro-electric plants (two
jointly owned), one gas-fired steam generating plant and one nuclear power
plant (jointly owned).
As of December 31, 1996, the Company provided retail natural gas
service to approximately 151,000 customers in 243 cities, villages and
towns. During 1996, the Company's gas operating revenues were derived
from the following types of customers: residential--54.6%, commercial and
industrial, firm--30.3%, interruptible--3.2%, transportation and
other--11.9%.
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.
WPLH, the Company's parent corporation, IES Industries Inc., a
holding company incorporated under the laws of State of Iowa ("IES"), and
Interstate Power Company, an operating public utility incorporated under
the laws of the State of Delaware ("IPC"), among others, have entered into
an Agreement and Plan of Merger, dated as of November 10, 1995, as amended
(the "Merger Agreement"), providing for: (i) IPC becoming a wholly-owned
subsidiary of WPLH and (ii) the merger of IES with and into WPLH, which
merger will result in the combination of IES and WPLH as a single holding
company. The holding company will be renamed Interstate Energy
Corporation ("Interstate Energy"). Under the terms of the Merger
Agreement, each outstanding share of IES common stock will be cancelled
and converted into the right to receive 1.14 shares of Interstate Energy
common stock and each outstanding share of IPC common stock will be
cancelled and converted into the right to receive 1.11 shares of
Interstate Energy common stock. The outstanding shares of WPLH common
stock will remain unchanged and outstanding as shares of Interstate Energy
common stock.
WPLH, IES and IPC held separate shareowner meetings on September 5,
1996. At these meetings, the shareowners of all three companies approved
the Merger Agreement. In addition to shareowner approval, approvals must
be secured from regulatory agencies at the federal and state level. The
merger partners currently expect the merger to be completed during 1997.
Following the merger, the Company will be a subsidiary of
Interstate Energy. The merger will not affect the separate corporate
existence of the Company nor will it impair the lien of the Company's
Indenture of Mortgage or Deed of Trust, dated August 1, 1941, securing its
First Mortgage Bonds or the rights and powers of the trustees or
debtholders thereunder.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the
Debt Securities offered hereby to repay indebtedness, including the
retirement, redemption or refinancing of existing series of the Company's
First Mortgage Bonds. Unless otherwise specified in the Prospectus
Supplement, any proceeds not used for the foregoing purpose will be added
to the general funds of the Company and used for general corporate
purposes.
RATIOS OF EARNINGS TO FIXED CHARGES
Set forth below are the ratios of earnings to fixed charges
(unaudited) for the Company for the twelve months ended March 31, 1997 and
for the last five years:
Twelve Months
Year Ended December 31,
Ended
March 31,
1997 1996 1995 1994 1993 1992
4.35 4.81 4.23 4.29 3.74 3.47
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.
DESCRIPTION OF THE NEW 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 First
Mortgage Indenture hereinafter referred to and do not constitute bondable
property under such First Mortgage Indenture.
General
The New 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 "First Mortgage Trustee"),
as amended by the several indentures supplemental thereto heretofore
executed and as to be further amended and supplemented by one or more
supplemental indentures creating the series in which the New Bonds are to
be issued (said Indenture, as so amended, being herein called the "First
Mortgage Indenture").
The following statements, unless the context otherwise indicates,
are brief summaries of the substance or general effect of certain
provisions of the First Mortgage Indenture, which is filed with the
Commission as an exhibit to the Registration Statement for the Debt
Securities. Such statements are not complete and are qualified in their
entirety by reference to the First Mortgage Indenture. The specific
references below are to provisions of the First Mortgage Indenture.
Terms
Reference is made to the Prospectus Supplement relating to any
series of the New Bonds for the following terms thereof, among others:
(a) the title or designation of the New Bonds; (b) the date of the New
Bonds; (c) the date or dates on which the New Bonds may mature; (d) the
rate or rates (which may be fixed or variable) per annum at which the New
Bonds will bear interest, if any, and the date from which such interest,
if any, will accrue; (e) the times at which any such interest will be
payable; (f) any provisions governing redemption, medium of payment and
sinking funds or analogous funds; and (g) any limit on the aggregate
principal amount of the New Bonds. (Article I, Section 1)
Unless otherwise indicated in the Prospectus Supplement relating
thereto, (a) the New Bonds are to be issuable only in definitive fully
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000; (b) the transfer and exchange of the New Bonds will
be made without charge, except for any stamp tax or other governmental
charge; and (c) the New Bonds will be transferable and exchangeable in
Milwaukee, Wisconsin or New York, New York.
The New Bonds of a series may be issued in whole or in part in the
form of one or more global bonds that will be deposited with, or on behalf
of, a depositary identified in the Prospectus Supplement relating to the
series. The specific terms of the depositary arrangement with respect to
any global bonds of a series will be described in the Prospectus
Supplement relating to the series. See "Book- Entry Only System."
Maintenance and Repair
For all series of First Mortgage Bonds issued prior to the bonds of
Series W (the "Series W Bonds"), the First Mortgage Indenture provides
that during each year such previously issued bonds are outstanding the
Company will expend, and certify to the First Mortgage 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 First Mortgage Indenture is a lien, for (a) maintenance and repair of
such properties, (b) bondable property on which the First Mortgage
Indenture is a first mortgage lien, and/or (c) retirement of bonds; or
will deposit with the First Mortgage 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. (Article VII, Section 1)
The supplemental indenture, dated March 1, 1992, creating the Series W
Bonds amended the First Mortgage 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 New 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 First Mortgage Indenture also provides that (a) the Company
shall maintain the mortgaged properties in good repair and working order;
(b) the First Mortgage 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.
(Article III, Sections 7 and 8)
Security
The New Bonds will be secured by the lien of the First Mortgage
Indenture and will rank pari passu with all bonds at any time outstanding
under the First Mortgage Indenture, except as to differences between
series permitted by the First Mortgage Indenture and not affecting the
rank of the lien. The First Mortgage 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. (Granting Clause and
Excepted Property Clause) The First Mortgage Indenture contains
provisions subjecting "after-acquired property" (other than excepted
property) to the lien thereof. (Granting Clause) 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 First Mortgage
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 First Mortgage 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 First Mortgage 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 First Mortgage
Indenture is preserved on the property then subject to such lien. The
First Mortgage Indenture also does not restrict the amount of unsecured
debt (including, without limitation, Debentures) the Company can incur.
Other than the security afforded by the lien of the First Mortgage
Indenture and the restrictions on the issuance of additional bonds
described below, there are no covenants or provisions of the First
Mortgage Indenture which provide protection to bondholders in the event of
a highly leveraged transaction involving the Company.
Release and Substitution of Property
The Company may sell or otherwise dispose of property subject to
the lien of the First Mortgage Indenture, and the First Mortgage Trustee
shall release such property from the lien of the First Mortgage Indenture,
upon receipt by the First Mortgage Trustee, or the trustee under any
mortgage constituting a prior lien on such property, of any money and/or
purchase money obligations received by the Company in consideration for
such property in an amount not less than the fair value of such property.
(Article VIII, Section 2)
Issuance of Additional Bonds
The First Mortgage 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 First Mortgage 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 First Mortgage 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 First Mortgage Indenture, which have been retired
or for the retirement of which the First Mortgage 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 First
Mortgage Indenture; and/or (c) the amount of cash deposited with the First
Mortgage Trustee for that 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 First Mortgage Indenture
provisions referred to in clauses (a) and (b). (Article II, Sections 2, 3
and 4) 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 First Mortgage Indenture. In connection with the issuance
of the Series W Bonds, the supplemental indenture creating such bonds
amended the First Mortgage 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 First Mortgage
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 First
Mortgage 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 First Mortgage Indenture immediately after such authentication,
other than those for the retirement of which the necessary funds are held
by the First Mortgage 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 First Mortgage Indenture. (Article II, Section 5)
Modification of First Mortgage Indenture
The First Mortgage 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 First Mortgage 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 First Mortgage
Indenture and (b) any other change not inconsistent with the terms and
which would not impair the security of the First Mortgage Indenture.
(Article XVI, Section 1)
By supplemental indenture dated May 15, 1978, the First Mortgage
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 First Mortgage 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 First
Mortgage 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-consenting bondholder of a lien upon the mortgaged property for the
security of such bondholder's bonds. (Article XVIII)
Other First Mortgage Indenture Provisions
The First Mortgage Indenture provides in effect, with respect to
(a) bondholders' rights to direct the First Mortgage Trustee to take
action thereunder, (b) defaults thereunder and notice to bondholders with
respect thereto and (c) compliance with First Mortgage Indenture
provisions, as follows:
(1) Holders of a majority in principal amount of the bonds secured
by the First Mortgage 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 First Mortgage Trustee. However,
the First Mortgage Trustee may decline to follow such directions under
certain circumstances specified in the First Mortgage Indenture, and is
not required to exercise powers of entry or sale under the First Mortgage
Indenture. (Article X, Section 12)
(2) A "default" or an "event of default" means: (a) failure to
pay the principal of any bond secured by the First Mortgage 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 First Mortgage 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. (Article X, Section 1) The First Mortgage 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 First Mortgage Indenture) if it
determines in good faith that such withholding is in the interests of the
bondholders. (Article XV, Section 2) Upon default, the First Mortgage
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 First Mortgage Indenture to be immediately due
and payable. (Article X, Section 4) Upon certain terms and conditions,
the declaration of acceleration may be rescinded and waived.
(3) The Company shall furnish to the First Mortgage 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 First Mortgage Indenture and other matters. No
periodic evidence is required to be filed with the First Mortgage Trustee
as to the absence of defaults; and no such evidence is required to be
filed as to compliance with the terms of the First Mortgage 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 First Mortgage Indenture and of an opinion of counsel
with respect to the lien of the First Mortgage Indenture.
Relationships with the First Mortgage Trustee
The Company maintains general checking accounts with several banks
which are affiliates of the First Mortgage 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, WPLH, each maintain short-term borrowing
agreements with the First Mortgage Trustee pursuant to which the Company
and WPLH may borrow up to $50 million and $50 million, respectively.
Judith D. Pyle, a Director of the Company, is a Director of the First
Mortgage Trustee's parent corporation, Firstar Corporation.
DESCRIPTION OF THE DEBENTURES
The Debentures will be issued in one or more series under the
Indenture, dated as of June 20, 1997 (the "Unsecured Debt Indenture"),
between the Company and Firstar Trust Company, as Trustee (the "Unsecured
Debt Trustee"), which is filed as an exhibit to the Registration Statement
for the Debt Securities. The following summaries of certain provisions of
the Unsecured Debt Indenture and the Debentures do not purport to be
complete and are subject to, and qualified in their entirety by reference
to, all of the provisions of the Unsecured Debt Indenture and any
Officers' Certificates or supplemental indentures relating thereto,
including the definitions therein of certain terms. Whenever particular
Sections or defined terms of the Unsecured Debt Indenture are referred to
herein or in a Prospectus Supplement, such Sections or defined terms are
incorporated by reference herein or therein, as the case may be.
The term "Securities," as used under this heading, refers to all
Securities issued under the Unsecured Debt Indenture and includes the
Debentures.
General
The Unsecured Debt Indenture does not limit the amount of
Securities that can be issued thereunder and provides that the Securities
may be issued from time to time in one or more series pursuant to the
terms of one or more Officers' Certificates or supplemental indentures
creating such series. As of the date of this Prospectus, there were no
Securities outstanding under the Unsecured Debt Indenture. The Debentures
will be unsecured and will rank on a parity with all other unsecured and
unsubordinated debt of the Company. Although the Unsecured Debt Indenture
provides for the possible issuance of Securities in other forms or
currencies, the only Securities covered by this Prospectus will be
Securities denominated in U.S. dollars in registered form without coupons.
Substantially all of the permanent fixed properties of the Company
are subject to the lien of the First Mortgage Indenture under which the
Company's First Mortgage Bonds are outstanding. See "Description of the
New Bonds."
Terms
Reference is made to the Prospectus Supplement relating to any
series of the Debentures for the following terms thereof, among others:
(a) the title or designation, aggregate principal amount, currency or
composite currency and denominations of the Debentures; (b) the price at
which the Debentures will be issued and, if an index formula or other
method is used, the method for determining amounts of principal or
interest; (c) the maturity date and other dates, if any, on which
principal will be payable; (d) the rate or rates (which may be fixed or
variable) per annum at which the Debentures will bear interest, if any;
(e) the date or dates from which interest will accrue and on which
interest will be payable, and the record dates for the payment of
interest; (f) the manner of paying principal and interest; (g) the place
or places where principal and interest will be payable; (h) the terms of
any mandatory or optional redemption by the Company; (i) the terms of any
redemption at the option of Holders; (j) whether the Debentures are to be
issuable as registered Securities, bearer Securities, or both, and whether
and upon what terms any registered Securities may be exchanged for bearer
Securities and vice versa; (k) whether the Debentures are to be
represented in whole or in part by a Security in global form and, if so,
the terms thereof and the identity of the depositary for any global
Security; (l) any tax indemnity provisions; (m) if the Debentures provide
that payments of principal or interest may be made in a currency other
than that in which Debentures are denominated, the manner for determining
such payments; (n) the portion of principal payable upon acceleration of a
Discounted Security (as defined below); (o) whether and upon what terms
Debentures may be defeased; (p) whether the covenant referred to below
under "Certain Covenants--Limitations on Liens" applies, and any events of
default or restrictive covenants in addition to or in lieu of those set
forth in the Unsecured Debt Indenture; (q) provisions for electronic
issuance of Debentures or for Debentures in uncertificated form; and (r)
any additional provisions or other special terms not inconsistent with the
provisions of the Unsecured Debt Indenture, including any terms that may
be required or advisable under United States or other applicable laws or
regulations, or advisable in connection with the marketing of the
Debentures. (Section 2.01)
The Securities of a series may be issued in whole or in part in the
form of one or more global Securities that will be deposited with, or on
behalf of, a depositary identified in the Prospectus Supplement relating
to the series. Global Securities may be issued in registered, bearer or
uncertificated form and in either temporary or permanent form. Unless and
until it is exchanged in whole or in part for Securities in definitive
form, a global Security may not be transferred except as a whole by the
depositary to a nominee or a successor depositary. (Section 2.12) The
specific terms of the depositary arrangement with respect to any
Securities of a series will be described in the Prospectus Supplement
relating to the series. See "Book-Entry Only System."
Securities of any series may be issued as registered Securities,
bearer Securities or uncertificated Securities, as specified in the terms
of the series. (Section 2.01) Unless otherwise indicated in the
Prospectus Supplement, registered Securities will be issued in
denominations of $1,000 and whole multiples thereof and bearer Securities
will be issued in denominations of $5,000 and whole multiples thereof.
One or more global Securities will be issued in a denomination or
aggregate denominations equal to the aggregate principal amount of
outstanding Securities of the series to be represented by such global
Security or Securities. (Section 2.12)
In connection with its original issuance, no bearer Security will
be offered, sold, resold, or mailed or otherwise delivered to any location
in the United States and a bearer Security in definitive form may be
delivered in connection with its original issuance only if the person
entitled to receive the bearer Security furnishes certification as
described in United States Treasury regulation section
1.163-5(c)(2)(i)(D)(3). (Section 2.04)
For purposes of this Prospectus, unless otherwise indicated,
"United States" means the United States of America (including the States
thereof and the District of Columbia), its territories and possessions and
all other areas subject to its jurisdiction. "United States person" means
a citizen or resident of the United States, any corporation, partnership
or other entity created or organized in or under the laws of the United
States or a political subdivision thereof or any estate or trust the
income of which is subject to United States Federal income taxation
regardless of its source. Any special United States Federal income tax
considerations applicable to bearer Securities will be described in the
Prospectus Supplement relating thereto.
To the extent set forth in the Prospectus Supplement, except in
special circumstances set forth in the Unsecured Debt Indenture, principal
and interest on bearer Securities will be payable only upon surrender of
bearer Securities and coupons at a paying agency of the Company located
outside of the United States. During any period thereafter for which it
is necessary in order to conform to United States tax law or regulations,
the Company will maintain a paying agent outside the United States to
which the bearer Securities and coupons may be presented for payment and
will provide the necessary funds therefor to the paying agent upon
reasonable notice. (Section 2.04)
Registration of transfer of registered Securities may be requested
upon surrender thereof at any agency of the Company maintained for that
purpose and upon fulfillment of all other requirements of the agent.
(Sections 2.03 and 2.07) Bearer Securities and the coupons related
thereto will be transferable by delivery.
Securities may be issued under the Unsecured Debt Indenture as
Discounted Securities to be offered and sold at a substantial discount
from the principal amount thereof. Special United States Federal income
tax and other considerations applicable thereto will be described in the
Prospectus Supplement relating to such Discounted Securities. "Discounted
Security" means a Security where the amount of principal due upon
acceleration is less than the stated principal amount of such Security.
Certain Covenants
The Debentures will not be secured by any properties or assets and
will represent unsecured debt of the Company. The Unsecured Debt
Indenture does not limit the amount of unsecured debt that the Company can
incur. As indicated under "General" above, substantially all of the
permanent fixed properties of the Company are subject to the lien of the
First Mortgage Indenture securing the Company's First Mortgage Bonds.
As discussed below, the Unsecured Debt Indenture includes certain
limitations on the Company's ability to create liens. Such limitations
will apply if the Officers' Certificate or supplemental indenture
establishing the terms of a series so provides. If applicable, the
limitations are subject to a number of qualifications and exceptions. The
Unsecured Debt Indenture does not limit the Company's ability to issue
additional First Mortgage Bonds or to enter into sale and leaseback
transactions.
The covenant described below will apply if so indicated in a
Prospectus Supplement. Any obligations under the Unsecured Debt Indenture
are subject to termination upon defeasance. See "Legal Defeasance and
Covenant Defeasance" below. Also, unless otherwise indicated in a
Prospectus Supplement, the Unsecured Debt Indenture does not afford
holders of the Securities protection in the event of a highly leveraged or
other transaction involving the Company that may adversely affect holders
of the Securities.
Limitations on Liens. The Unsecured Debt Indenture provides that,
so long as there remain outstanding any Securities of any series to which
this limitation applies, and subject to termination as referred to above,
the Company will not, and will not permit any Subsidiary to, create or
suffer to be created or to exist any mortgage, pledge, security interest,
or other lien (collectively, "Lien") on any of its properties or assets
now owned or hereafter acquired to secure any indebtedness, without making
effective provision whereby the Securities of such series shall be equally
and ratably secured. This restriction does not apply to or prevent the
creation or existence of (a) the First Mortgage Indenture securing the
Company's First Mortgage Bonds or any indenture supplemental thereto
subjecting any property to the Lien thereof or confirming the Lien thereof
upon any property, whether owned before or acquired after the date of the
Unsecured Debt Indenture; (b) Liens on property existing at the time of
acquisition or construction of such property (or created within one year
after completion of such acquisition or construction), whether by
purchase, merger, construction or otherwise (or on the property of a
Subsidiary at the date it became a Subsidiary), or to secure the payment
of all or any part of the purchase price or construction cost thereof,
including the extension of any such Liens to repairs, renewals,
replacements, substitutions, betterments, additions, extensions and
improvements then or thereafter made on the property subject thereto; (c)
any extensions, renewals or replacements (or successive extensions,
renewals or replacements), in whole or in part, of Liens (including,
without limitation, the First Mortgage Indenture) permitted by the
foregoing clauses (a) and (b); (d) the pledge of any bonds or other
securities at any time issued under any of the Liens permitted by clauses
(a), (b) or (c) above; or (e) Permitted Encumbrances. (Section 4.07)
"Permitted Encumbrances" include, among other items, (a) the pledge
or assignment in the ordinary course of business of electricity, gas
(either natural or artificial) or steam, accounts receivable or customers'
installment paper, (b) Liens affixing to property of the Company or a
Subsidiary at the time a Person consolidates with or merges into, or
transfers all or substantially all of its assets to, the Company or a
Subsidiary, provided that in the opinion of the Board of Directors of the
Company or Company management (evidenced by a certified Board resolution
or an Officers' Certificate delivered to the Unsecured Debt Trustee) the
property acquired pursuant to the consolidation, merger or asset transfer
is adequate security for the Lien; and (c) Liens or encumbrances not
otherwise permitted if, at the incurrence of and after giving effect
thereto, the aggregate of all obligations of the Company and its
Subsidiaries secured thereby does not exceed 10% of Tangible Net Worth.
"Tangible Net Worth" means (i) common stockholders' equity appearing on
the most recent balance sheet of the Company (or consolidated balance
sheet of the Company and its Subsidiaries if the Company then has one or
more consolidated Subsidiaries) prepared in accordance with generally
accepted accounting principles less (ii) intangible assets (excluding
intangible assets recoverable through rates as prescribed by applicable
regulatory authorities). (Section 4.06)
Further, this restriction will not apply to or prevent the creation
or existence of leases made, or existing on property acquired, in the
ordinary course of business. (Section 4.07)
Other Covenants. Any other restrictive covenants which may apply
to a particular series of Securities will be described in the Prospectus
Supplement relating thereto.
Successor Obligor
The Unsecured Debt Indenture provides that, unless otherwise
specified in the Officers' Certificate or supplemental indenture
establishing a series of Securities, the Company will not consolidate with
or merge into, or transfer all or substantially all of its assets to, any
Person, unless (a) the Person is organized under the laws of the United
States or a State thereof; (b) the Person assumes by supplemental
indenture all the obligations of the Company under the Unsecured Debt
Indenture, the Securities and any coupons; and (c) immediately after the
transaction no Default (as defined) exists. The successor will be
substituted for the Company, and thereafter all obligations of the Company
under the Unsecured Debt Indenture, the Securities and any coupons shall
terminate. (Section 5.01)
Exchange of Securities
Registered Securities may be exchanged for an equal aggregate
principal amount of registered Securities of the same series and date of
maturity in such authorized denominations as may be requested upon
surrender of the registered Securities at an agency of the Company
maintained for such purpose and upon fulfillment of all other requirements
of the agent. (Section 2.07)
To the extent permitted by the terms of a series of Securities
authorized to be issued in registered form and bearer form, bearer
Securities may be exchanged for an equal aggregate principal amount of
registered or bearer Securities of the same series and date of maturity in
such authorized denominations as may be requested upon surrender of the
bearer Securities with all unpaid coupons relating thereto (except as may
otherwise be provided in the Securities) at an agency of the Company
maintained for such purpose and upon fulfillment of all other requirements
of the agent. (Section 2.07) As of the date of this Prospectus, it is
expected that the terms of a series of Securities will not permit
registered Securities to be exchanged for bearer Securities.
Defaults and Remedies
Unless the Officers' Certificate or supplemental indenture
establishing the series otherwise provides, an "Event of Default" with
respect to a series of Securities will occur if:
(1) the Company defaults in any payment of interest on any
Securities of the series when the same becomes due and payable and the
Default continues for a period of 60 days;
(2) the Company defaults in the payment of the principal of any
Securities of the series when the same becomes due and payable at
maturity or upon redemption, acceleration or otherwise;
(3) the Company defaults in the payment or satisfaction of any
sinking fund obligation with respect to any Securities of a series as
required by the Officers' Certificate or supplemental indenture
establishing such series and the Default continues for a period of 60
days;
(4) the Company defaults in the performance of any of its other
agreements applicable to the series and the Default continues for 90
days after the notice specified below;
(5) the Company pursuant to or within the meaning of any
Bankruptcy Law:
(a) commences a voluntary case,
(b) consents to the entry of an order for relief against it
in an involuntary case,
(c) consents to the appointment of a Custodian for it or for
all or substantially all of its property, or
(d) makes a general assignment for the benefit of its
creditors;
(6) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:
(a) is for relief against the Company in an involuntary case,
(b) appoints a Custodian for the Company or for all or
substantially all of its property, or
(c) orders the liquidation of the Company, and the order or
decree remains unstayed and in effect for 60 days; or
(7) there occurs any other Event of Default provided for in the
series. (Section 6.01)
The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or State law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or a similar official
under any Bankruptcy Law. (Section 6.01)
"Default" means any event which is, or after notice or passage of
time would be, an Event of Default. A Default under subparagraph (4)
above is not an Event of Default until the Unsecured Debt Trustee or the
Holders of at least 25% in principal amount of the series notify the
Company of the Default and the Company does not cure the Default within
the time specified after receipt of the notice. (Section 6.01) The
Unsecured Debt Trustee may require indemnity reasonably satisfactory to it
before it enforces the Unsecured Debt Indenture or the Securities of the
series. (Section 7.01) Subject to certain limitations, Holders of a
majority in principal amount of the Securities of the series may direct
the Unsecured Debt Trustee in its exercise of any trust or power.
(Section 6.05) The Unsecured Debt Trustee may withhold from
Securityholders of the series notice of any continuing Default (except a
Default in payment of principal or interest) if it in good faith
determines that withholding notice is in their interest. (Section 7.04)
The Company is required to furnish the Unsecured Debt Trustee, not less
than annually, a brief certificate as to the Company's compliance with all
conditions and covenants under the Unsecured Debt Indenture. (Section
4.04)
The failure to redeem any Securities subject to a Conditional
Redemption (as defined) is not an Event of Default if any event on which
such redemption is so conditioned does not occur before the redemption
date. (Section 6.01)
The Unsecured Debt Indenture does not have a cross-default
provision. Thus, a default by the Company on any other debt would not
constitute an Event of Default.
Amendments and Waivers
The Unsecured Debt Indenture and the Securities or any coupons of
the series may be amended, and any default may be waived as follows: The
Securities and the Unsecured Debt Indenture may be amended with the
consent of the Holders of not less than a majority in aggregate principal
amount of the Securities of all series affected voting as one class.
(Section 9.02) A Default on a series may be waived with the consent of
the holders of a majority in principal amount of the Securities of the
series. (Section 6.04) However, without the consent of each
Securityholder affected, no amendment or waiver may (a) reduce the amount
of Securities whose Holders must consent to an amendment or waiver, (b)
reduce the interest on or change the time for payment of interest on any
Security, (c) change the stated maturity of any Security, (d) reduce the
principal of any non-Discounted Security or reduce the amount of principal
of any Discounted Security that would be due on acceleration thereof, (e)
change the currency in which principal or interest on a Security is
payable, or (f) waive any Default in payment of interest on or principal
of a Security. (Sections 6.04 and 9.02) Without the consent of any
Securityholder, the Unsecured Debt Indenture, the Securities or any
coupons may be amended to cure any ambiguity, omission, defect or
inconsistency; to provide for assumption of Company obligations to
Securityholders in the event of a merger or consolidation requiring such
assumption; to provide that specific provisions of the Unsecured Debt
Indenture shall not apply to a series of Securities not previously issued;
to create a series and establish its terms; to provide for a separate
Unsecured Debt Trustee for one or more series; or to make any change that
does not materially adversely affect the rights of any Securityholder.
(Section 9.01)
Legal Defeasance and Covenant Defeasance
Securities of a series may be defeased in accordance with their
terms and, unless the Officers' Certificate or supplemental indenture
establishing the terms of the series otherwise provides, as set forth
below. The Company at any time may terminate as to a series all of its
obligations (except for certain obligations, including obligations with
respect to the defeasance trust and obligations to register the transfer
or exchange of a Security, to replace destroyed, lost or stolen Securities
and coupons and to maintain agencies in respect of the Securities) with
respect to the Securities of the series and any related coupons and the
Unsecured Debt Indenture ("legal defeasance"). The Company at any time
may terminate as to a series its obligations with respect to the
Securities and coupons of the series under the covenant described under
"Certain Covenants--Limitations on Liens" and any other restrictive
covenants which may be applicable to a particular series ("covenant
defeasance").
The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. If
the Company exercises its legal defeasance option, a series may not be
accelerated because of an Event of Default. If the Company exercises its
covenant defeasance option, a series may not be accelerated by reference
to the covenant described under "Certain Covenants--Limitations on Liens"
or any other restrictive covenants which may be applicable to a particular
series. (Section 8.01)
To exercise either defeasance option as to a series, the Company
must deposit in trust (the "defeasance trust") with the Unsecured Debt
Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the Securities of the series to
redemption or maturity and must comply with certain other conditions. In
particular, the Company must obtain an opinion of tax counsel that the
defeasance will not result in recognition of any gain or loss to Holders
for Federal income tax purposes. "U.S. Government Obligations" are direct
obligations of the United States of America which have the full faith and
credit of the United States of America pledged for payment and which are
not callable at the issuer's option, or certificates representing an
ownership interest in such obligations. (Section 8.02)
Regarding the Unsecured Debt Trustee
Firstar Trust Company will act as Unsecured Debt Trustee and
Registrar for Securities issued under the Unsecured Debt Indenture and,
unless otherwise indicated in a Prospectus Supplement, the Unsecured Debt
Trustee will also act as Transfer Agent and Paying Agent with respect to
the Securities. (Section 2.03) The Company may remove the Unsecured Debt
Trustee with or without cause if the Company so notifies the Unsecured
Debt Trustee six months in advance and if no Default occurs during the
six-month period. (Section 7.07) The Unsecured Debt Trustee is also one
of the trustees under the First Mortgage Indenture for the Company's First
Mortgage Bonds, including the New Bonds, and provides services for the
Company and certain affiliates, including WPLH. See "Description of the
New Bonds--Relationships with the First Mortgage Trustee."
BOOK-ENTRY ONLY SYSTEM
The Debt Securities of any series may be issued initially in the
form of one or more global securities under a book-entry only system
operated by a securities depositary. Unless otherwise specified in the
Prospectus Supplement, the Depository Trust Company ("DTC") will act as
securities depositary for the Debt Securities, which would be registered
in the name of CEDE & Co., as registered securityholder and nominee for
DTC. Individual purchases of Book-Entry Interests (as herein defined) in
any such Debt Securities will be made in book-entry form. Purchasers of
Book-Entry Interests in such Debt Securities will not receive certificates
representing their interests in such Debt Securities. So long as CEDE &
Co., as nominee of DTC, is the securityholder, references herein to
holders of the Debt Securities or registered owners will mean CEDE & Co.,
rather than the owners of Book-Entry Interests in Debt Securities.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code
and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act. DTC holds securities deposited by its
participants (the "DTC Participants") and facilitates the settlement of
securities transactions among DTC Participants in such securities through
electronic computerized book-entry changes in accounts of the DTC
Participants, thereby eliminating the need for physical movement of
securities certificates. Direct DTC Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations, some of whom (including, possibly, the
underwriters with respect to the Debt Securities), together with the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc., own DTC. Access to the
DTC system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a
custodial relationship with a DTC Participant, either directly or
indirectly (the "Indirect Participants").
DTC Participants purchasing Book-Entry Interests (as defined below)
in any Debt Securities will not receive certificates. Each DTC
Participant will receive a credit balance in the records of DTC in the
amount of such DTC Participant's interest in such Debt Securities, which
will be confirmed in accordance with DTC's standard procedures. The
ownership interest of each actual purchaser of a Book-Entry Interest in a
Debt Security (the "Book-Entry Interests") will be recorded through the
records of the DTC Participant or through the records of the Indirect
Participant. Owners of Book-Entry Interests should receive from the DTC
Participant or Indirect Participant a written confirmation of their
purchase providing details of the Book-Entry Interests acquired.
Transfers of Book-Entry Interests will be accomplished by book entries
made by the DTC Participants or Indirect Participants who act on behalf of
the owners of Book-Entry Interests. Owners of Book-Entry Interests will
not receive certificates representing their ownership of Book-Entry
Interests with respect to any Debt Securities except as described below
upon the resignation of DTC.
Under the First Mortgage Indenture and the Unsecured Debt
Indenture, payments made by the respective Trustee to DTC or its nominee
will satisfy the Company's obligations under the First Mortgage Indenture
or the Unsecured Debt Indenture, as the case may be, to the extent of the
payments so made. Owners of Book-Entry Interests will not be or be
considered by the Company or the respective Trustee to be, and will not
have any rights as, holders of New Bonds under the First Mortgage
Indenture or Debentures under the Unsecured Debt Indenture, as the case
may be.
NEITHER THE COMPANY NOR THE TRUSTEES UNDER THE FIRST MORTGAGE
INDENTURE AND UNSECURED DEBT INDENTURE WILL HAVE ANY RESPONSIBILITY OR
OBLIGATION TO ANY DTC PARTICIPANT, INDIRECT PARTICIPANT OR ANY OWNER OF A
BOOK-ENTRY INTEREST OR ANY OTHER PERSON NOT SHOWN ON THE REGISTRATION
BOOKS OF SUCH TRUSTEE AS BEING A HOLDER OF DEBT SECURITIES WITH RESPECT
TO: (1) ANY NEW BONDS OR DEBENTURES, AS THE CASE MAY BE; (2) THE ACCURACY
OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT OR INDIRECT
PARTICIPANT; (3) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OR INDIRECT
PARTICIPANT OF ANY AMOUNT DUE TO ANY OWNER OF A BOOK-ENTRY INTEREST IN
RESPECT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON SUCH DEBT
SECURITIES; (4) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OR INDIRECT
PARTICIPANT OF ANY NOTICE TO ANY OWNER OF A BOOK-ENTRY INTEREST WHICH IS
REQUIRED OR PERMITTED UNDER THE TERMS OF THE FIRST MORTGAGE INDENTURE OR
UNSECURED DEBT INDENTURE TO BE GIVEN TO HOLDERS OF NEW BONDS OR
DEBENTURES, RESPECTIVELY; (5) THE SELECTION OF THE OWNERS OF A BOOK-ENTRY
INTEREST TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF ANY
DEBT SECURITIES; OR (6) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR
ITS NOMINEE AS HOLDER OF DEBT SECURITIES.
Principal and redemption price of, and interest payments on, Debt
Securities registered in the name of DTC or its nominee will be made to
DTC or such nominee, as registered owner of such Debt Securities. DTC is
responsible for disbursing such payments to the appropriate DTC
Participants and such DTC Participants, and any Indirect Participants, are
in turn responsible for disbursing the same to the owners of Book-Entry
Interests. Unless it has reason to believe it will not receive payment,
DTC's current practice is to credit the accounts of the DTC Participants
on a payment date in accordance with their respective holdings shown on
the records of DTC. Payments by DTC Participants and Indirect
Participants to owners of Book-Entry Interests will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered
in "street name", and will be the responsibility of such DTC Participant
or Indirect Participant and not of DTC, the Company or the respective
Trustee, subject to any statutory and regulatory requirements as may be in
effect from time to time.
DTC Participants and Indirect Participants carry the "position" of
the ultimate Book-Entry Interest owner on their records, and will be
responsible for providing information to the ultimate Book-Entry Interest
owner as to the Debt Securities in which the Book-Entry Interest is held,
debt service payments received, and other information. Each person for
whom a DTC Participant or Indirect Participant acquires an interest in
Debt Securities, as nominee, may desire to make arrangements with such DTC
Participant or Indirect Participant to receive a credit balance in the
records of such DTC Participant or Indirect Participant, to have all
notices of redemption or other communications to or by DTC which may
affect such persons forwarded in writing by such DTC Participant or
Indirect Participant, and to have notification made of all debt service
payments.
Purchases, transfers and sales of Book-Entry Interests by the
ultimate Book-Entry Interest owners may be made through book entries made
by DTC Participants or Indirect Participants or others who act for the
ultimate Book-Entry Interest owner. The respective Trustee under the
First Mortgage Indenture and Unsecured Debt Indenture, the Company and the
underwriters, as such, have no role in those purchases, transfers or
sales.
Owners of Book-Entry Interests may be charged a sum sufficient to
cover any tax, fee, or other governmental charge that may be imposed in
relation to any transfer or exchange of a Book-Entry Interest.
Each Trustee will recognize and treat DTC (or any successor
securities depositary) or its nominee as the holder of Debt Securities
registered in its name or the name of its nominee for all purposes,
including payment of debt service, notices, enforcement of remedies and
voting. Under DTC's current practice, a proxy will be given to the DTC
Participants holding Book-Entry Interests in Debt Securities in connection
with any matter on which holders of such Debt Securities are asked to vote
or give their consent. Crediting of debt service payments and transmittal
of notices and other communications by DTC to DTC Participants, by DTC
Participants to Indirect Participants and by DTC Participants and Indirect
Participants to the ultimate Book-Entry Interest owners are the
responsibility of those persons and will be handled by arrangements among
them and are not the responsibility of either Trustee, the Company or any
underwriter, as such.
Each Trustee, so long as a book-entry system is used for any series
of Debt Securities, will send any notice of redemption and any other
notices required by the First Mortgage Indenture or Unsecured Debt
Indenture to be sent to holders of such New Bonds or Debentures,
respectively, only to DTC (or such successor securities depositary) or its
nominee. Any failure of DTC to advise any DTC Participant, or of any DTC
Participant or Indirect Participant to notify the Book-Entry Interest
owner, of any such notice and its content or effect will not affect the
validity of the redemption of the Debt Securities called for redemption,
or any other action premised on that notice. In the event of a call for
redemption, the Trustee's notification to DTC will initiate DTC's standard
call process, and, in the event of a partial call, its lottery process by
which the call will be randomly allocated to DTC Participants holding
positions in the Debt Securities to be redeemed. When DTC and DTC
Participants allocate the call for redemption, the owners of the Book-
Entry Interests that have been called should be notified by the broker or
other person responsible for maintaining the records of those interests
and subsequently credited by that person with the proceeds once such Debt
Securities are redeemed.
The Company, the Trustees under the First Mortgage Indenture and
the Unsecured Debt Indenture and any underwriter or agent cannot and do
not give any assurances that DTC, DTC Participants or others will
distribute payments of debt service on Debt Securities made to DTC or its
nominee as the registered owner, or any redemption or other notices, to
the Book-Entry Interest owners, or that they will do so on a timely basis,
or that DTC will serve and act in the manner described in this Prospectus.
The Company understands that the current "Rules" applicable to DTC
and DTC Participants are on file with the Commission, and that the current
"Procedures" of DTC to be followed in dealing with DTC Participants are on
file with DTC.
If DTC is at any time unwilling or unable to continue as
depositary, and a successor depositary is not appointed by the Company
within 90 days, the Company will issue individual certificates to owners
of Book-Entry Interests in exchange for the Debt Securities held by DTC or
its nominee, as the case may be. In such instance, an owner of a Book-
Entry Interest will be entitled to physical delivery of certificates equal
in principal amount to such Book-Entry Interest and to have such
certificates registered in its name. Individual certificates so issued
will be issued in denominations of $1,000 or any multiple thereof.
Neither the Company, the Trustees under the First Mortgage
Indenture and the Unsecured Debt Indenture nor any underwriter makes any
representation as to the accuracy of the above description of DTC's
business, organization and procedures, which is based upon information
furnished by DTC.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in one or more of the
following ways: (a) through underwriters or dealers; (b) directly to a
limited number of purchasers or to a single purchaser; or (c) through
agents. The Prospectus Supplement with respect to each series of the Debt
Securities sets forth, among other things, the terms of the offering of
the Debt Securities, including the name or names of the underwriters,
dealers or agents, the purchase price of the Debt Securities and proceeds
to the Company from such sale, any underwriting discounts and other items
constituting underwriters' or agents' compensation and any discounts and
commissions allowed or reallowed or paid to dealers and any registered
securities exchanges on which the Debt Securities may be listed. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If any series of the Debt Securities are sold to underwriters or
dealers, the Prospectus Supplement relating thereto will describe the
nature of the obligation of the underwriters or dealers to purchase and
pay for the Debt Securities. The Debt Securities may be offered to the
public either through an underwriting syndicate represented by Merrill
Lynch, Pierce, Fenner & Smith Incorporated as managing underwriter, or
directly by such firm acting as an underwriter. The underwriter or
underwriters with respect to a particular underwritten offering of the
Debt Securities will be named in the Prospectus Supplement relating to
such offering, and if an underwriting syndicate is used, the managing
underwriter or underwriters will be set forth on the cover of such
Prospectus Supplement. Unless otherwise set forth in the Prospectus
Supplement, the obligations of underwriters to purchase the Debt
Securities will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all the Debt Securities if any
are purchased. The distribution of the Debt Securities by the
underwriters may be effected from time to time in one or more transactions
at a fixed price or prices, which may be changed, or at market prices
prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
The Debt Securities may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in
the offer or sale of the Debt Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement
relating thereto. Unless otherwise indicated in the Prospectus
Supplement, any such agent is acting on a best efforts basis for the
period of its agency.
Underwriters, dealers or agents designated by the Company in
connection with the distribution of the Debt Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, or to
contribution with respect to payments which the underwriters or agents may
be required to make in respect thereof.
In the event that the Debt Securities are not listed on a
registered national securities exchange, certain broker-dealers may make a
market in the Debt Securities, but will not be obligated to do so and may
discontinue any market-making at any time without notice. No assurance
can be given that any broker-dealer will make a market in the Debt
Securities or as to the liquidity of the trading market for the Debt
Securities, whether or not the Debt Securities are listed on a registered
national securities exchange. The Prospectus Supplement with respect to
any series of the Debt Securities will state, if known, whether or not any
broker-dealer intends to make a market in the Debt Securities. If no such
determination has been made, the Prospectus Supplement will so state.
LEGAL OPINIONS
The validity of the Debt Securities will be passed upon for the
Company by Foley & Lardner, Milwaukee, Wisconsin. Certain legal matters
will be passed upon for the underwriters, dealers, purchasers or agents by
Chadbourne & Parke LLP, New York, New York.
EXPERTS
The consolidated financial statements and schedule of the Company
at December 31, 1996 and 1995 and for each of the three years in the
period ending December 31, 1996 incorporated by reference in this
Prospectus and in the Registration Statement 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 accounting and auditing in giving
said reports.
<PAGE>
No dealer, salesperson or other
person has been authorized to
give any information or to make
any representations other than $105,000,000
those contained or incorporated
by reference in this Prospectus
and, if given or made, such [WP&L LOGO]
information or representations
must not be relied upon as
having been authorized. Neither ____% Debentures
the delivery of this Prospectus
nor any sale made hereunder Due _________ ___, 2007
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 PROSPECTUS SUPPLEMENT
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.
_______________________ Merrill Lynch & Co.
TABLE OF CONTENTS
Page
Prospectus Supplement
Use of Proceeds......... S-2
Selected Financial
Information........... S-3
Certain Terms of the
Debentures............ S-4
Underwriting............ S-5
Prospectus
Available Information... 2
Incorporation of Certain
Documents by
Reference............. 2
The Company............. 3
Use of Proceeds......... 4
Ratios of Earnings
to Fixed Charges...... 4
Description of the
New Bonds............. 4
Description of the
Debentures............ 9
Book-Entry Only System.. 16
Plan of Distribution.... 19
Legal Opinions.......... 20
Experts................. 20
<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 . . . . . . . . . . . . . $ 34,327
Fee of Public Service Commission
of Wisconsin . . . . . . . . . . . . . . . 1,000
Printing and Engraving Expenses . . . . . 30,000
Fees of Rating Agencies . . . . . . . . . . 23,200
Trustee Fees and Expenses . . . . . . . . 13,000
Accounting Fees and Expenses . . . . . . 15,000
Legal Fees and Expenses . . . . . . . . . . 60,000
Blue Sky Fees and Expenses . . . . . . . . 5,000
Miscellaneous Expenses . . . . . . . . . . 8,473
---------
Total . . . . . . . . . . . . . . . $190,000
=========
Item 15. Indemnification of Directors and Officers.
Pursuant to the provisions of the Wisconsin Business Corporation
Law and Article X of the Registrant's Bylaws, 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 Bylaws 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 forms of Underwriting Agreements for the Debt
Securities contain 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.
The exhibits listed in the accompanying Exhibit Index are filed
(except where otherwise indicated) as part of this Registration Statement.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) 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.
(c) 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.
(d) 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 amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Madison, State
of Wisconsin, on June 23, 1997.
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 Executive June 23, 1997
Erroll B. Davis, Jr. Officer and Director
(Principal Executive
Officer)
/s/ Edward M. Gleason Controller, Treasurer and June 23, 1997
Edward M. Gleason Corporate Secretary
(Principal Financial and
Accounting Officer)
L. David Carley* Director June 23, 1997
Rockne G. Flowers* Director June 23, 1997
Donald R. Haldeman* Director June 23, 1997
Katharine C. Lyall* Director June 23, 1997
Arnold M. Nemirow* Director June 23, 1997
Milton E. Neshek* Director June 23, 1997
Henry C. Prange* Director June 23, 1997
Judith D. Pyle* Director June 23, 1997
Carol T. Toussaint* Director June 23, 1997
* By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
Attorney-in-Fact
Pursuant to Transaction Requirement B.2 of Form S-3, the
Registrant reasonably believes that the security rating to be assigned to
the securities registered hereunder will make the securities "investment
grade securities" prior to sale.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
(1.1)* Proposed form of Purchase Agreement relating to the New
Bonds.
(1.2)* Proposed form of Purchase Agreement relating
to the Debentures.
(2.1) Agreement and Plan of Merger, dated as of
November 10, 1995, as amended, by and among
WPL Holdings, Inc., IES Industries Inc.,
Interstate Power Company, WPLH Acquisition
Co. and Interstate Power Company
(incorporated by reference to Annex A in the
Joint Registration Statement on Form S-4
(Registration No. 333-07931) of WPL
Holdings, Inc. and Interstate Power Company
(WI)).
(2.2) Amendment No. 2 to Agreement and Plan of
Merger, dated as of August 16, 1996, by and
among WPL Holdings, Inc., IES Industries
Inc., Interstate Power Company, WPLH
Acquisition Co. and Interstate Power Company
(incorporated by reference to Annex I in the
Joint Registration Statement on Form S-4
(Registration No. 333-10401) of WPL
Holdings, Inc. and Interstate Power Company
(WI)).
(4.1) 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).
(4.2) Supplemental Indenture dated January 1, 1948
(incorporated by reference to Second Amended
Exhibit 7(b) in File No. 2-7361).
(4.3) Supplemental Indenture dated September 1,
1948, (incorporated by reference to Amended
Exhibit 7(c) in File No. 2-7628).
(4.4) Supplemental Indenture dated June 1, 1950
(incorporated by reference to Amended
Exhibit 7.02 in File No. 2-8462).
(4.5) Supplemental Indenture dated April 1, 1951
(incorporated by reference to Amended
Exhibit 7.02 in File No 2-8882).
(4.6) Supplemental Indenture dated April 1, 1952
(incorporated by reference to Second Amended
Exhibit 4.03 in File No. 2-9526).
(4.7) Supplemental Indenture dated September 1,
1953 (incorporated by reference to Amended
Exhibit 4.03 in File No. 2-10406).
(4.8) Supplemental Indenture dated October 1, 1954
(incorporated by reference to Amended
Exhibit 2.02 in File No. 2-11130).
(4.9) 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 creating a
series of New Bonds.
(4.33) Indenture, dated as of June 20, 1997, between the Company and
Firstar Trust Company, as Trustee, for the Debentures.
(5)** Opinion of Foley & Lardner (including consent of counsel).
(12)** Statement re computation of ratios of earnings to fixed charges.
(23.1)** Consent of Arthur Andersen LLP
(23.2)** Consent of Foley & Lardner (filed as part of Exhibit
(5)).
(24)** Powers of attorney.
(25.1)** Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Firstar Trust
Company relating to the New Bonds.
(25.2)** Form T-2 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Gene E.
Ploeger relating to the New Bonds.
(25.3)** Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Firstar Trust
Company relating to the Debentures.
__________________
* To be filed by amendment to the Registration Statement or as an
exhibit to a Current Report on Form 8-K.
** Previously filed.
WISCONSIN POWER AND LIGHT COMPANY
and
FIRSTAR TRUST COMPANY,
as Trustee
-----------------------
INDENTURE
Dated as of June 20, 1997
----------------------
DEBT SECURITIES
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
PARTIAL CROSS-REFERENCE TABLE*
Trust Indenture Act of 1939
and Indenture dated as of June 20, 1997
Indenture Section TIA Section
2.05............................................317(b)
2.06............................................312(a), 313(c)
2.11............................................316(a) (last sentence)
4.04............................................314(a)(4)
4.05............................................314(a)(1)
6.03............................................317(a)(1)
6.04............................................316(a)(1)(B)
6.05............................................316(a)(1)(A)
6.07............................................317(a)(1)
7.01............................................315(a), 315(d)
7.04............................................315(b)
7.05............................................313(a)
7.05............................................313(d)
7.07............................................310(a), 310(b)
7.09............................................310(a)(2)
8.02............................................310(a),310(b)
9.04............................................316(c)
10.01...........................................318(a)
10.02...........................................313(c)
10.03...........................................314(c)(1), 314(c)(2)
10.04...........................................314(e)
* This table shall not be deemed a part of the Indenture
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
DEBT SECURITIES INDENTURE
Dated As Of June 20, 1997
TABLE OF CONTENTS
Page
ARTICLE 1--DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.01. Definitions. . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Other Definitions. . . . . . . . . . . . . . . . 3
SECTION 1.03. Rules of Construction. . . . . . . . . . . . . . 4
ARTICLE 2--THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.01. Issuable in Series. . . . . . . . . . . . . . . . 4
SECTION 2.02. Execution and Authentication. . . . . . . . . . . 6
SECTION 2.03. Securities Agents. . . . . . . . . . . . . . . . 7
SECTION 2.04. Bearer Securities. . . . . . . . . . . . . . . . 7
SECTION 2.05. Paying Agent to Hold Money in Trust. . . . . . . 8
SECTION 2.06. Securityholder Lists. . . . . . . . . . . . . . . 8
SECTION 2.07. Transfer and Exchange. . . . . . . . . . . . . . 9
SECTION 2.08. Replacement Securities. . . . . . . . . . . . . . 9
SECTION 2.09. Outstanding Securities. . . . . . . . . . . . . . 10
SECTION 2.10. Discounted Securities. . . . . . . . . . . . . . 10
SECTION 2.11. Treasury Securities. . . . . . . . . . . . . . . 10
SECTION 2.12. Global Securities. . . . . . . . . . . . . . . . 11
SECTION 2.13. Temporary Securities. . . . . . . . . . . . . . . 11
SECTION 2.14. Cancellation. . . . . . . . . . . . . . . . . . . 12
SECTION 2.15. Defaulted Interest. . . . . . . . . . . . . . . . 12
ARTICLE 3--REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3.01. Notices to Trustee. . . . . . . . . . . . . . . . 12
SECTION 3.02. Selection of Securities to Be Redeemed. . . . . . 13
SECTION 3.03. Notice of Redemption. . . . . . . . . . . . . . . 13
SECTION 3.04. Effect of Notice of Redemption. . . . . . . . . . 14
SECTION 3.05. Payment of Redemption Price. . . . . . . . . . . 14
SECTION 3.06. Securities Redeemed in Part. . . . . . . . . . . 15
ARTICLE 4--COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.01. Payment of Securities. . . . . . . . . . . . . . 15
SECTION 4.02. Overdue Interest. . . . . . . . . . . . . . . . . 15
SECTION 4.03. No Lien Created, etc. . . . . . . . . . . . . . . 15
SECTION 4.04. Compliance Certificate. . . . . . . . . . . . . . 15
SECTION 4.05. SEC Reports. . . . . . . . . . . . . . . . . . . 16
SECTION 4.06. Certain Definitions. . . . . . . . . . . . . . . 16
SECTION 4.07. Limitations on Liens. . . . . . . . . . . . . . . 19
ARTICLE 5--SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 5.01. Consolidations and Mergers of Company and
Conveyances Permitted Subject to Certain
Conditions. . . . . . . . . . . . . . . . . . . . 20
SECTION 5.02. Rights and Duties of Successor Corporation. . . . 21
SECTION 5.03. Officers' Certificate and Opinion of Counsel. . . 21
ARTICLE 6--DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . . 21
SECTION 6.01. Events of Default. . . . . . . . . . . . . . . . 21
SECTION 6.02. Acceleration. . . . . . . . . . . . . . . . . . . 23
SECTION 6.03. Other Remedies. . . . . . . . . . . . . . . . . . 23
SECTION 6.04. Waiver of Past Defaults. . . . . . . . . . . . . 23
SECTION 6.05. Control by Majority. . . . . . . . . . . . . . . 24
SECTION 6.06. Limitation on Suits. . . . . . . . . . . . . . . 24
SECTION 6.07. Collection Suit by Trustee. . . . . . . . . . . . 24
SECTION 6.08. Priorities. . . . . . . . . . . . . . . . . . . . 25
ARTICLE 7--TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7.01. Rights of Trustee. . . . . . . . . . . . . . . . 25
SECTION 7.02. Individual Rights of Trustee. . . . . . . . . . . 26
SECTION 7.03. Trustee's Disclaimer. . . . . . . . . . . . . . . 26
SECTION 7.04. Notice of Defaults. . . . . . . . . . . . . . . . 26
SECTION 7.05. Reports by Trustee to Holders. . . . . . . . . . 27
SECTION 7.06. Compensation and Indemnity. . . . . . . . . . . . 27
SECTION 7.07. Replacement of Trustee. . . . . . . . . . . . . . 28
SECTION 7.08. Successor Trustee by Merger, etc. . . . . . . . . 29
SECTION 7.09. Trustee's Capital and Surplus. . . . . . . . . . 29
ARTICLE 8--DISCHARGE OF INDENTURE . . . . . . . . . . . . . . . . . . 29
SECTION 8.01. Defeasance. . . . . . . . . . . . . . . . . . . . 29
SECTION 8.02. Conditions to Defeasance. . . . . . . . . . . . . 30
SECTION 8.03. Application of Trust Money. . . . . . . . . . . . 31
SECTION 8.04. Repayment to Company. . . . . . . . . . . . . . . 31
ARTICLE 9--SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . 31
SECTION 9.01. Supplemental Indentures Without Consent of
Holders. . . . . . . . . . . . . . . . . . . . . 31
SECTION 9.02. Supplemental Indentures With Consent of Holders. 32
SECTION 9.03. Execution of Supplemental Indentures; Opinions. . 34
SECTION 9.04. Compliance with Trust Indenture Act. . . . . . . 34
SECTION 9.05. Effect of Supplemental Indentures. . . . . . . . 34
SECTION 9.06. Reference in Securities to Supplemental
Indenture. . . . . . . . . . . . . . . . . . . . 34
SECTION 9.07. Trustee Protected. . . . . . . . . . . . . . . . 35
ARTICLE 10--MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 10.01. Trust Indenture Act. . . . . . . . . . . . . . . 35
SECTION 10.02. Notices. . . . . . . . . . . . . . . . . . . . . 35
SECTION 10.03. Certificate and Opinion as to Conditions
Precedent. . . . . . . . . . . . . . . . . . . . 36
SECTION 10.04. Statements Required in Certificate or Opinion. . 37
SECTION 10.05. Rules by Company and Agents. . . . . . . . . . . 37
SECTION 10.06. Legal Holidays. . . . . . . . . . . . . . . . . . 37
SECTION 10.07. No Recourse Against Others. . . . . . . . . . . . 38
SECTION 10.08. Duplicate Originals. . . . . . . . . . . . . . . 38
SECTION 10.09. Governing Law. . . . . . . . . . . . . . . . . . 38
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Exhibit A: A Form of Registered Security . . . . . . . . . . . . . 43
Exhibit B: A Form of Bearer Security . . . . . . . . . . . . . . . 49
Notes to Exhibits A and B . . . . . . . . . . . . . . . 57
Exhibit C: Assignment Form . . . . . . . . . . . . . . . . . . . . 59
<PAGE>
INDENTURE dated as of June 20, 1997 between WISCONSIN POWER AND
LIGHT COMPANY, a Wisconsin corporation (the "Company"), and FIRSTAR TRUST
COMPANY, a Wisconsin state banking corporation (the "Trustee").
Each party agrees as follows for the benefit of the Holders of
the Company's debt securities issued under this Indenture:
ARTICLE 1--DEFINITIONS
SECTION 1.01. Definitions.
"Affiliate" means any person directly or indirectly controlling
or controlled by or under direct or indirect common control with the
Company.
"Agent" means any Registrar, Transfer Agent or Paying Agent.
"Authorized Newspaper" means a newspaper that is:
(1) printed in the English language or in an official language
of the country of publication;
(2) customarily published on each business day in the place of
publication; and
(3) of general circulation in the relevant place or in the
financial community of such place.
Whenever successive publications in an Authorized Newspaper are required,
they may be made on the same or different business days and in the same or
different Authorized Newspapers.
"Bearer Security" means a Security payable to bearer.
"Board" means the Board of Directors of the Company or any
authorized committee of the Board.
"Board Resolution" means a copy of a resolution delivered to the
Trustee that is certified by the Secretary or an Assistant Secretary of
the Company to have been duly adopted by the Board and to be in full force
and effect on the date of such certification.
"Company" means the party named as such above until a successor
replaces it and thereafter means the successor.
"coupon" means an interest coupon for a Bearer Security.
"Default" means any event which is, or after notice or passage
of time would be, an Event of Default.
"Discounted Security" means a Security where the amount of
principal due upon acceleration is less than the stated principal amount
of such Security.
"Holder" or "Securityholder" means the person in whose name a
Registered Security is registered and the bearer of a Bearer Security or
coupon.
"Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof. The term "Indenture" shall also include the terms of
any particular Securities established as contemplated by Section 2.01,
whether or not a supplemental indenture is entered into with respect
thereto.
"Lien" means any mortgage, pledge, security interest or other
lien.
"Officer" means the Chairman of the Board, any Vice Chairman,
the President, any Executive Vice President, any Senior Vice President,
any Vice President, the Treasurer, the Secretary, the Controller, any
Assistant Treasurer, any Assistant Secretary or any Assistant Controller
of the Company.
"Officers' Certificate" means a certificate delivered to the
Trustee that is signed by the Company's Chairman of the Board, its
President or any Vice President, and by its Treasurer, any Assistant
Treasurer, its Controller, any Assistant Controller, its Secretary or any
Assistant Secretary.
"Opinion of Counsel" means a written opinion, complying with
Sections 10.03 and 10.04 hereof, from legal counsel who is acceptable to
the Trustee. The counsel may be an employee of or counsel to the Company
or the Trustee.
"principal" of a debt security means the principal of the
security plus the premium, if and when applicable, on the security.
"Registered Security" means a Security registered as to
principal and interest by the Registrar.
"SEC" means the Securities and Exchange Commission.
"Securities" means the debt securities issued under this
Indenture.
"series" means a series of Securities or the Securities of the
series.
"Subsidiary" means a corporation a majority of whose Voting
Stock is owned by the Company or a Subsidiary.
"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb), as amended by the Trust Indenture Reform Act of
1990, as in effect on the date shown above.
"Trustee" means the party named as such above until a successor
replaces it and thereafter means the successor.
"Trust Officer" means the Chairman of the Board, the President
or any other officer or assistant officer of the Trustee assigned by the
Trustee to administer its corporate trust matters.
"United States" means the United States of America, its
territories and possessions and other areas subject to its jurisdiction.
"Voting Stock" means capital stock having voting power under
ordinary circumstances to elect directors.
"Yield to Maturity" means the yield to maturity on a Security at
the time of its issuance or at the most recent determination of interest
on the Security.
SECTION 1.02. Other Definitions.
Term Defined in Section
"Bankruptcy Law" 6.01
"Conditional Redemption" 3.04
"Custodian" 6.01
"Event of Default" 6.01
"Funded Debt" 4.06
"Legal Holiday" 10.06
"Mortgage" 4.06
"Paying Agent" 2.03
"Permitted Encumbrances" 4.06
"Person" 4.06
"Principal Property" 4.06
"Registrar" 2.03
"Tangible Net Worth" 4.06
"Transfer Agent" 2.03
"Treasury Regulations" 2.04
"U.S. Government Obligations" 8.02
SECTION 1.03. Rules of Construction.
Unless the context otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted
accounting principles in the United States;
(3) generally accepted accounting principles are those
applicable from time to time;
(4) all terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined
by SEC rule under the TIA have the meanings assigned to
them by such definitions;
(5) "or" is not exclusive; and
(6) words in the singular include the plural, and in the plural
include the singular.
ARTICLE 2--THE SECURITIES
SECTION 2.01. Issuable in Series.
The aggregate principal amount of Securities that may be issued
under this Indenture is unlimited. The Securities may be issued from time
to time in one or more series. Each series shall be created by or
pursuant to the authority granted in one or more Board Resolutions and
shall be established by and the terms thereof shall be as set forth in an
Officers' Certificate or in one or more indentures supplemental hereto.
The terms of such series may include the following:
(1) the title of the series;
(2) the aggregate principal amount of the series;
(3) the interest rate, if any, or method of calculating the
interest rate;
(4) the date from which interest will accrue;
(5) the record dates for interest payable on Registered
Securities;
(6) the dates when principal and interest are payable;
(7) the manner of paying principal and interest;
(8) the places where principal and interest are payable;
(9) the Registrar, Transfer Agent and Paying Agent;
(10) the terms of any mandatory or optional redemption by the
Company;
(11) the terms of any redemption at the option of Holders;
(12) the denominations in which Securities are issuable;
(13) whether Securities will be issuable as Registered
Securities or Bearer Securities;
(14) whether and upon what terms Registered Securities and
Bearer Securities may be exchanged;
(15) whether any Securities will be represented by a Security in
global form and the terms of any global Security;
(16) the terms of any tax indemnity;
(17) the currencies (including any composite currency) in which
principal or interest may be paid and if payments of
principal or interest may be made in a currency other than
that in which Securities are denominated, the manner for
determining such payments;
(18) if amounts of principal or interest may be determined by
reference to an index, formula or other method, the manner
for determining such amounts;
(19) provisions for electronic issuance of Securities or for
Securities in uncertificated form;
(20) the portion of principal payable upon acceleration of a
Discounted Security;
(21) whether Section 4.07 applies, and any Events of Default or
covenants in addition to or in lieu of those set forth in
this Indenture;
(22) whether and upon what terms Securities may be defeased;
(23) the forms of the Securities or any coupon, which may be in
the form of Exhibit A or B;
(24) any terms that may be required by or advisable under U.S.
or other applicable laws; and
(25) any other terms not inconsistent with this Indenture.
All Securities of one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series.
The creation and issuance of a series and the authentication and
delivery thereof are not subject to any conditions precedent.
SECTION 2.02. Execution and Authentication.
Two Officers shall sign the Securities on behalf of the Company
by manual or facsimile signature. The Company's seal shall be reproduced
on the Securities, which seal may be affixed or in facsimile form. An
Officer shall sign any coupons by facsimile signature.
If an Officer whose signature is on a Security or its coupons no
longer holds that office at the time the Security is authenticated or
delivered, the Security and coupons shall nevertheless be valid.
A Security and its coupons shall not be valid until the Security
is authenticated by the manual signature of an authorized signatory of the
Registrar. The signature shall be conclusive evidence that the Security
has been authenticated under this Indenture.
Each Registered Security shall be dated the date of its
authentication. Each Bearer Security shall be dated the date of its
authentication or as provided in the Officers' Certificate or supplemental
indenture establishing the series.
Securities may have notations, legends or endorsements required
by law, stock exchange rule, agreement or usage, which shall be provided
to the Trustee in writing by the Company.
In the event Securities are issued in electronic or other
uncertificated form, such Securities may be validly issued without the
signatures or seal contemplated by this Section 2.02.
SECTION 2.03. Securities Agents.
The Company shall maintain an office or agency where Securities
may be authenticated ("Registrar"), where Securities may be presented for
registration of transfer or for exchange ("Transfer Agent") and where
Securities may be presented for payment ("Paying Agent"). Whenever the
Company must issue or deliver Securities pursuant to this Indenture, the
Registrar shall authenticate the Securities at the Company's request. The
Transfer Agent shall keep a register of the Securities and of their
transfer and exchange.
The Trustee shall be, and is hereby appointed as, the Registrar.
The Company may appoint more than one Transfer Agent or Paying Agent for a
series. The Company shall notify the Trustee of the name and address of
any Agent not a party to this Indenture. If the Company fails to maintain
a Transfer Agent or Paying Agent for a series, the Trustee shall act as
such.
SECTION 2.04. Bearer Securities.
U.S. laws and Treasury Regulations restrict sales or exchanges
of and payments on Bearer Securities. Therefore, except as provided
below:
(1) Bearer Securities will be offered, sold and delivered only
outside the United States and will be delivered only upon
presentation of a certificate in a form prescribed by the
Company to comply with U.S. laws and regulations.
(2) Bearer Securities will not be issued in exchange for
Registered Securities.
(3) All payments of principal and interest (including original
issue discount) on Bearer Securities will be made outside
the United States by a Paying Agent located outside the
United States unless the Company determines that:
(A) such payments may not be made by such Paying Agent
because the payments are illegal or prevented by
exchange controls as described in Treasury Regulation
section 1.163-5(c)(2)(v); and
(B) making the payments in the United States would not
have an adverse tax effect on the Company.
If there is a change in the relevant provisions of U.S. laws or
Treasury Regulations or the judicial or administrative interpretation
thereof, a restriction set forth in paragraph (1), (2) or (3) above will
not apply to a series if the Company determines that the relevant
provisions no longer apply to the series or that failure to comply with
the relevant provisions would not have an adverse tax effect on the
Company or on Securityholders or cause the series to be treated as
"registration-required" obligations under U.S. law.
The Company shall notify the Trustee in writing of any
determinations by the Company under this Section.
"Treasury Regulations" means regulations of the U.S. Treasury
Department under the Internal Revenue Code of 1986, as amended.
SECTION 2.05. Paying Agent to Hold Money in Trust.
The Company shall require each Paying Agent for a series other
than the Trustee to agree in writing that the Paying Agent will hold in
trust for the benefit of the persons entitled thereto all money held by
the Paying Agent for the payment of principal of or interest on the
series, and will notify the Trustee in writing of any default by the
Company in making any such payment.
While any such default continues, the Trustee may require a
Paying Agent to pay all money so held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent shall have no
further liability for the money.
If the Company or an Affiliate acts as Paying Agent for a
series, it shall segregate and hold as a separate trust fund all money
held by it as Paying Agent for the series.
SECTION 2.06. Securityholder Lists.
The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and
addresses of Securityholders. If the Trustee is not the Transfer Agent,
the Company shall furnish to the Trustee semiannually and at such other
times as the Trustee may request a list in such form and as of such date
as the Trustee may reasonably require of the names and addresses of
Holders of Registered Securities and Holders of Bearer Securities whose
names are on the list referred to below.
The Transfer Agent shall keep a list of the names and addresses
of Holders of Bearer Securities who file a request to be included on such
list. A request will remain in effect for two years but successive
requests may be made.
Whenever the Company or the Trustee is required to mail a notice
to all Holders of Registered Securities of a series, it also shall mail
the notice to Holders of Bearer Securities of the series whose names are
on the list, if any.
Whenever the Company is required to publish a notice to all
Holders of Bearer Securities of a series, it also shall mail the notice to
such of them whose names are on the list, if any.
SECTION 2.07. Transfer and Exchange.
When Registered Securities of a series are presented to the Transfer
Agent with a request to register a transfer or to exchange them for an
equal principal amount of Registered Securities of other denominations of
the series, the Transfer Agent shall register the transfer or make the
exchange if its requirements for such transactions are met. When Bearer
Securities of a series are presented to the Transfer Agent with a request
to exchange them for an equal principal amount of Bearer Securities of
other denominations of the series, the Transfer Agent shall make the
exchange if its requirements for such transactions are met.
The Transfer Agent may require a Holder to pay a sum sufficient
to cover any taxes imposed on a transfer or exchange.
If a series provides for Registered and Bearer Securities and
for their exchange, Bearer Securities may be exchanged for Registered
Securities and Registered Securities may be exchanged for Bearer
Securities as provided in the Securities or the Officers' Certificate or
supplemental indenture establishing the series if the requirements of the
Transfer Agent for such transactions are met and if Section 2.04 permits
the exchange.
SECTION 2.08. Replacement Securities.
If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.
If the Holder of a Security or coupon claims that it has been lost,
destroyed or wrongfully taken, then, in the absence of notice to the
Company or the Trustee that the Security or coupon has been acquired by a
bona fide purchaser, the Company shall issue a replacement Security or
coupon of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding if the Company and the
Trustee receive:
(1) evidence satisfactory to them of the loss, destruction or
taking of the Security or coupon;
(2) such security or indemnity bond satisfactory to them to
save each of them and any agent of either of them harmless;
and
(3) payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of
the Trustee) connected therewith.
A replacement Security shall have coupons attached corresponding to those,
if any, on the replaced Security.
Every replacement Security or coupon is an additional obligation
of the Company.
In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security or coupon, pay such
Security.
SECTION 2.09. Outstanding Securities.
The Securities outstanding at any time are all the Securities
authenticated by the Registrar except for those canceled by it, those
delivered to it for cancellation, and those described in this Section as
not outstanding.
If a Security is replaced pursuant to Section 2.08, it ceases to
be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Security is held by a bona fide
purchaser.
If Securities are considered paid under Section 4.01, they cease
to be outstanding and interest on them ceases to accrue.
A Security does not cease to be outstanding because the Company
or an Affiliate holds the Security.
SECTION 2.10. Discounted Securities.
In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or consent,
the principal amount of a Discounted Security shall be the amount of
principal that would be due as of the date of such determination if
payment of the Security were accelerated on that date.
SECTION 2.11. Treasury Securities.
In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company or an Affiliate shall be disregarded,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only
Securities for which the Trustee has received an Officers' Certificate
stating that such Securities are so owned shall be so disregarded.
SECTION 2.12. Global Securities.
If the Officers' Certificate or supplemental indenture
establishing a series so provides, the Company may issue some or all of
the Securities of the series in temporary or permanent global form. A
global Security may be in registered form, in bearer form with or without
coupons or in uncertificated form. A global Security shall represent that
amount of Securities of a series as specified in the global Security or as
endorsed thereon from time to time. At the Company's request, the
Registrar shall endorse a global Security to reflect the amount of any
increase or decrease in the Securities represented thereby.
The Company may issue a global Security only to a depositary
designated by the Company. A depositary may transfer a global Security
only as a whole to its nominee or to a successor depositary.
The Officers' Certificate or supplemental indenture establishing
a series may establish, among other things, the manner of paying principal
and interest on a global Security and whether and upon what terms a
beneficial owner of an interest in a global Security may exchange such
interest for definitive Securities.
The Company, an Affiliate, the Trustee and any Agent shall not
be responsible for any acts or omissions of a depositary, for any
depositary records of beneficial ownership interests or for any
transactions between the depositary and beneficial owners.
SECTION 2.13. Temporary Securities.
Until definitive Securities of a series are ready for delivery,
the Company may prepare and the Trustee shall authenticate temporary
Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Temporary Securities may be in
global form. Temporary Bearer Securities may have one or more coupons or
no coupons. Without unreasonable delay, the Company shall deliver
definitive Securities in exchange for temporary Securities. Until such
exchange, temporary Securities shall be entitled to the same rights,
benefits and privileges as definitive Securities.
SECTION 2.14. Cancellation.
The Company at any time may deliver Securities to the Registrar
for cancellation. The Transfer Agent and the Paying Agent shall forward
to the Registrar any Securities and coupons surrendered to them for
payment, exchange or registration of transfer. The Registrar shall cancel
all Securities or coupons surrendered for payment, registration of
transfer, exchange or cancellation as follows: the Registrar will cancel
all Registered Securities and matured coupons. The Registrar also will
cancel all Bearer Securities and unmatured coupons unless the Company
requests the Registrar to hold the same for redelivery. Any Bearer
Securities so held shall be considered delivered for cancellation under
Section 2.09. The Registrar shall destroy canceled Securities and coupons
and deliver a certificate of cancellation thereof to the Company unless
the Company otherwise directs.
Unless the Officers' Certificate or supplemental indenture
establishing a series otherwise provides, the Company may not issue new
Securities to replace Securities that the Company has paid or that the
Company has delivered to the Registrar for cancellation.
SECTION 2.15. Defaulted Interest.
If the Company defaults in a payment of interest on Registered
Securities, it need not pay the defaulted interest to Holders on the
regular record date. The Company may fix a special record date for
determining Holders entitled to receive defaulted interest or the Company
may pay defaulted interest in any other lawful manner.
ARTICLE 3--REDEMPTION
SECTION 3.01. Notices to Trustee.
Securities of a series that are redeemable before maturity shall
be redeemable in accordance with their terms and, unless the Officers'
Certificate or supplemental indenture establishing the series otherwise
provides, in accordance with this Article.
In the case of a redemption by the Company, the Company shall
notify the Trustee of the redemption date and the principal amount of
Securities to be redeemed. The Company shall notify the Trustee at least
35 days before the redemption date unless a shorter notice is satisfactory
to the Trustee.
If the Company is required to redeem Securities, it may reduce
the principal amount of Securities required to be redeemed to the extent
it is permitted a credit by the terms of the Securities and it notifies
the Trustee of the amount of the credit and the basis for it. If the
reduction is based on a credit for acquired or redeemed Securities that
the Company has not previously delivered to the Registrar for
cancellation, the Company shall deliver the Securities at the same time as
the notice.
SECTION 3.02. Selection of Securities to Be Redeemed.
If less than all the Securities of a series are to be redeemed,
the Trustee shall select the Securities to be redeemed pro rata or by any
other method the Trustee considers fair and appropriate. The Trustee
shall make the selection from Securities of the series outstanding not
previously called for redemption. The Trustee may select for redemption
portions of the principal of Securities having denominations larger than
the minimum denomination for the series. Securities and portions thereof
selected for redemption shall be in amounts equal to the minimum
denomination for the series or an integral multiple thereof. Provisions
of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption.
SECTION 3.03. Notice of Redemption.
At least 30 days but not more than 60 days before a redemption
date, the Company shall mail a notice of redemption by first-class mail to
each Holder of Registered Securities whose Securities are to be redeemed.
If Bearer Securities are to be redeemed, the Company shall
publish a notice of redemption in an Authorized Newspaper as provided in
the Securities.
A notice of redemption shall identify the Securities of the
series to be redeemed and shall state:
(1) the redemption date;
(2) the redemption price;
(3) the name and address of the Paying Agent;
(4) that Securities called for redemption, together with all
coupons, if any, maturing after the redemption date, must
be surrendered to the Paying Agent to collect the
redemption price;
(5) that, unless the Company defaults in making the redemption
payment, interest on Securities called for redemption
ceases to accrue on and after the redemption date;
(6) whether the redemption by the Company is mandatory or
optional; and
(7) whether the redemption is conditional as provided in
Section 3.04, the terms of the condition, and that, if the
condition is not satisfied or is not waived by the Company,
the Securities will not be redeemed and such a failure to
redeem will not constitute an Event of Default.
At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.
SECTION 3.04. Effect of Notice of Redemption.
Except as provided below, once notice of redemption is given,
Securities called for redemption become due and payable on the redemption
date at the redemption price stated in the notice.
A notice of redemption may provide that it is subject to the
occurrence of any event before the date fixed for such redemption as
described in such notice ("Conditional Redemption") and such notice of
Conditional Redemption shall be of no effect unless all such conditions to
the redemption have occurred before such date or have been waived by the
Company.
SECTION 3.05. Payment of Redemption Price.
On or before the redemption date, the Company shall deposit with
the Paying Agent money sufficient to pay the redemption price of and
accrued interest on all Securities to be redeemed on that date.
When the Holder of a Security surrenders it for redemption in
accordance with the redemption notice, the Company (through the Paying
Agent) shall pay to the Holder on the redemption date the redemption price
and accrued interest to such date, except that:
(1) the Company will pay any such interest (except defaulted
interest) to Holders on the record date of Registered
Securities if the redemption date occurs on an interest
payment date; and
(2) the Company will pay any such interest to Holders of
coupons that mature on or before the redemption date upon
surrender of such coupons to the Paying Agent.
Coupons maturing after the redemption date on a called Security
are void absent a payment default on that date. Nevertheless, if a Holder
surrenders for redemption a Bearer Security missing any such coupons, the
Company may deduct the face amount of such coupons from the redemption
price. If thereafter the Holder surrenders to the Paying Agent the
missing coupons, the Company will return the amount so deducted. The
Company also may waive surrender of the missing coupons if it receives an
indemnity bond satisfactory to the Company.
SECTION 3.06. Securities Redeemed in Part.
Upon surrender of a Security that is redeemed in part, the
Company shall deliver to the Holder of such Security, without service
charge, a new Security of the same series equal in principal amount to,
and in exchange for, the unredeemed portion of the Security surrendered.
ARTICLE 4--COVENANTS
SECTION 4.01. Payment of Securities.
The Company shall pay the principal of and interest on a series
in accordance with the terms of the Securities for the series, any related
coupons, and this Indenture. On each payment date, the Company shall have
deposited with the Paying Agent in funds which are then immediately
available money sufficient to pay all principal and interest then due on
the series. Principal and interest on a series shall be considered paid
on the date due if the Paying Agent for the series holds on that date
money sufficient to pay all principal and interest then due on the series.
SECTION 4.02. Overdue Interest.
Unless the Officers' Certificate or supplemental indenture
establishing a series otherwise provides, the Company shall pay interest
on overdue principal of a Security of a series at the rate (or Yield to
Maturity in the case of a Discounted Security) borne by the series; it
shall pay interest on overdue installments of interest at the same rate or
Yield to Maturity to the extent lawful.
SECTION 4.03. No Lien Created, etc.
This Indenture and the Securities do not create a Lien, charge
or encumbrance on any property of the Company or any Subsidiary.
SECTION 4.04. Compliance Certificate.
The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company, a brief certificate signed by
the principal executive officer, principal financial officer or principal
accounting officer of the Company, as to the signer's knowledge of the
Company's compliance with all conditions and covenants under this
Indenture (determined without regard to any period of grace or requirement
of notice provided herein).
Any other obligor on the Securities also shall deliver to the
Trustee such a certificate similarly signed as to its compliance with this
Indenture within 120 days after the end of each of its fiscal year.
The certificates need not comply with Section 10.04.
SECTION 4.05. SEC Reports.
The Company shall provide to the Trustee, within 15 days after
the Company is required to file the same with the SEC, copies of the
annual reports and of the information, documents, and other reports (or
such portions of the foregoing as the SEC may prescribe) which the Company
is required to file with the SEC pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Any other obligor on the Securities shall do likewise as to the
above items which it is required to file with the SEC pursuant to those
Sections.
SECTION 4.06. Certain Definitions.
"Funded Debt" means all indebtedness for money borrowed having a
maturity of more than twelve months from the date of the most recent
balance sheet of the Company (or consolidated balance sheet of the Company
and its Subsidiaries if the Company then has one or more Subsidiaries the
accounts of which are consolidated with the accounts of the Company) or
renewable and extendible beyond twelve months at the option of the
borrower and all obligations in respect of lease rentals which under
generally accepted accounting principles would be shown on such balance
sheet (or consolidated balance sheet) of the Company as a liability item
other than a current liability; provided, however, that Funded Debt shall
not include any of the foregoing to the extent that such indebtedness or
obligations are not required by generally accepted accounting principles
to be shown on such balance sheet.
"Mortgage" means the Company's Indenture of Mortgage or Deed of
Trust dated August 1, 1941, as heretofore or hereafter amended, modified
and supplemented, to First Wisconsin Trust Company and George B. Luhman,
as trustees, providing for the Company's First Mortgage Bonds.
"Permitted Encumbrances" means any of the following:
(1) Liens of taxes, assessments or governmental charges for the
then current year and taxes, assessments or governmental
charges not then delinquent; Liens for workers'
compensation awards and similar obligations not then
delinquent; mechanics', laborers', materialmen's and
similar Liens not then delinquent; and any of such Liens,
whether or not delinquent, whose validity is at the time
being contested in good faith by the Company or any
Subsidiary;
(2) Liens and charges incidental to construction or current
operations which have not at the time been filed or
asserted or the payment of which has been adequately
secured or which, in the opinion of counsel, are not
material in amount;
(3) Liens, securing obligations neither assumed by the Company
or any Subsidiary nor on account of which any of them
customarily pays interest directly or indirectly, existing,
either at the date hereof, or, as to property hereafter
acquired, at the time of acquisition by the Company or a
Subsidiary;
(4) Any right which any municipal or governmental body or
agency may have by virtue of any franchise, license,
contract or statute to purchase, or designate a purchaser
of or order the sale of, any property of the Company or any
Subsidiary upon payment of reasonable compensation
therefor, or to terminate any franchise, license or other
rights or to regulate the property and business of the
Company or any Subsidiary;
(5) The Lien of judgments covered by insurance, or upon appeal
and covered, if necessary, by the filing of an appeal bond,
or if not so covered not exceeding at any one time
$1,000,000 in aggregate amount;
(6) Easements or reservations in respect of any property of the
Company or any Subsidiary for the purpose of roads,
pipelines, utility transmission and distribution lines or
other rights-of-way and similar purposes, zoning
ordinances, regulations, reservations, restrictions,
covenants, party wall agreements, conditions of record and
other encumbrances (other than to secure the payment of
money), none of which in the opinion of counsel are such as
to interfere with the proper operation and development of
the property affected thereby in the business of the
Company and its Subsidiaries for the use intended;
(7) Any Lien or encumbrance, moneys sufficient for the
discharge of which have been deposited in trust with the
Trustee hereunder or with the trustee or mortgagee under
the instrument evidencing such Lien or encumbrance, with
irrevocable authority to the Trustee hereunder or to such
other trustee or mortgagee to apply such moneys to the
discharge of such Lien or encumbrance to the extent
required for such purpose;
(8) Any defects of title and any terms, conditions, agreements,
covenants, exceptions and reservations expressed or
provided in deeds or other instruments, respectively, under
and by virtue of which the Company or any Subsidiary has
acquired any property or shall hereafter acquire any
property, none of which, in the opinion of counsel,
materially adversely affects the operation of the
properties of the Company and its Subsidiaries, taken as a
whole;
(9) The pledge of cash or marketable securities for the purpose
of obtaining any indemnity, performance or other similar
bonds in the ordinary course of business, or as security
for the payment of taxes or other assessments being
contested in good faith, or for the purpose of obtaining a
stay or discharge in the course of any legal proceedings;
(10) The pledge or assignment in the ordinary course of business
of electricity, gas (either natural or artificial) or
steam, accounts receivable or customers' installment paper;
(11) Rights reserved to or vested in others to take or receive
any part of the electricity, gas (either natural or
artificial), steam or any by-products thereof generated or
produced by or from any properties of the Company or with
respect to any other rights concerning electricity, gas
(either natural or artificial) or steam supply,
transportation, or storage which are in use in the ordinary
course of the electricity, gas (either natural or
artificial) or steam business;
(12) Any landlord's Lien;
(13) Liens created or assumed by the Company or a Subsidiary in
connection with the issuance of debt securities, the
interest on which is excludable from the gross income of
the holders of such securities pursuant to Section 103 of
the Internal Revenue Code of 1986, or any successor
section, for purposes of financing, in whole or in part,
the acquisition or construction of property to be used by
the Company or a Subsidiary, but such Liens shall be
limited to the property so financed (and the real estate on
which such property is to be located);
(14) Liens incurred pursuant to Section 7.06;
(15) Liens affixing to property of the Company or a Subsidiary
at the time a Person consolidates with or merges into, or
transfers all or substantially all of its assets to, the
Company or a Subsidiary, provided that in the opinion of
the Board or Company management (evidenced by a certified
Board Resolution or an Officers' Certificate delivered to
the Trustee) the property acquired pursuant to the
consolidation, merger or asset transfer is adequate
security for the Lien; and
(16) Liens or encumbrances not otherwise permitted if, at the
time of incurrence and after giving effect thereto, the
aggregate of all obligations of the Company and its
Subsidiaries secured thereby does not exceed 10% of
Tangible Net Worth.
"Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
"Principal Property" means any tangible real or personal
property or portion thereof unless, in the opinion of the Board or Company
management (evidenced by a Board Resolution or an Officers' Certificate
delivered to the Trustee) such property is not of material importance to
the total business conducted by the Company and its Subsidiaries taken as
a whole.
"Tangible Net Worth" means (i) common stockholders' equity
appearing on the most recent balance sheet of the Company (or consolidated
balance sheet of the Company and its Subsidiaries if the Company then has
one or more Subsidiaries the accounts of which are consolidated with the
accounts of the Company) prepared in accordance with generally accepted
accounting principles less (ii) intangible assets (excluding intangible
assets recoverable through rates as prescribed by applicable regulatory
authorities).
SECTION 4.07. Limitations on Liens.
So long as there remain outstanding any Securities of any series
to which this Section 4.07 applies under the terms of the series, the
Company will not, and will not permit any Subsidiary to, create or suffer
to be created or to exist any Lien on any of its properties or assets now
owned or hereafter acquired to secure any indebtedness, without making
effective provision whereby the Securities (together with, if the Company
shall so determine, any other debt of the Company or any Subsidiary then
existing or thereafter created that is not subordinate to such Securities)
of such series shall be equally and ratably secured with (or prior to) any
and all such indebtedness and with any other indebtedness similarly
entitled to be equally and ratably secured. However, this restriction
shall not apply to or prevent the creation or existence of:
(1) the Mortgage securing the Company's First Mortgage Bonds or
any indenture supplemental thereto subjecting any property
to the Lien thereof or confirming the Lien thereof upon any
property, whether now owned or hereafter acquired;
(2) Liens on property existing at the time of acquisition or
construction of such property (or created within one year
after completion of such acquisition or construction),
whether by purchase, merger, construction or otherwise (or
on the property of a Subsidiary at the date it became a
Subsidiary), or to secure the payment of all or any part of
the purchase price or construction cost thereof, including
the extension of any such Liens to repairs, renewals,
replacements, substitutions, betterments, additions,
extensions and improvements then or thereafter made on the
property subject thereto;
(3) any extensions, renewals or replacements (or successive
extensions, renewals or replacements), in whole or in part
of Liens permitted by the foregoing clauses (1) and (2);
(4) the pledge of any bonds or other securities at any time
issued under any of the Liens permitted by clauses (1), (2)
or (3); or
(5) Permitted Encumbrances.
Further, this restriction shall not apply to or prevent the
creation or existence of leases made, or existing on property acquired, in
the ordinary course of business.
ARTICLE 5--SUCCESSORS
SECTION 5.01. Consolidations and Mergers of Company and Conveyances
Permitted Subject to Certain Conditions.
Unless the Officers' Certificate or supplemental indenture
establishing a series otherwise provides, the Company shall not
consolidate with, or sell or convey all or substantially all of its assets
to, or merge with or into any other Person unless (i) either the Company
shall be the continuing corporation, or the Person shall be a Person
organized and existing under the laws of the United States of America or a
state thereof and the Person shall expressly assume the due and punctual
payment of the principal of and interest on all the Securities and any
coupons and the due and punctual performance and observance of all of the
covenants and conditions of the Company under this Indenture by
supplemental indenture satisfactory to the Trustee, executed and delivered
to the Trustee by such Person; (ii) the Company or the Person, as the case
may be, shall not, immediately after the merger or consolidation, or the
sale or conveyance, be in default in the performance of any such covenant
or condition; and (iii) after giving effect to the transaction, no event
which, after notice or lapse of time, would become a Default shall have
occurred or be continuing.
SECTION 5.02. Rights and Duties of Successor Corporation.
In case of any such consolidation, merger, sale or conveyance
and upon any such assumption by a Person, such Person shall succeed to and
be substituted for the Company, with the same effect as if it had been
named herein as the party of the first part, and the Company shall be
relieved of any further obligation under this Indenture, Securities and
any coupons. Such Person thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee; and, upon the order of such
Person instead of the Company, and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee
for authentication, and any Securities which such Person thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Securities of any series so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities of that
series theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Securities had been issued at the
date of the execution hereof.
In case of any such consolidation, merger, sale or conveyance
such changes in phraseology and form (but not in substance) may be made in
the Securities thereafter to be issued as may be appropriate.
SECTION 5.03. Officers' Certificate and Opinion of Counsel.
The Trustee may receive an Officers' Certificate and an Opinion
of Counsel as conclusive evidence that any such consolidation, merger,
sale or conveyance, and any such assumption, complies with the provisions
of this Article Five.
ARTICLE 6--DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default.
Unless the Officers' Certificate or supplemental indenture
establishing a series otherwise provides, an "Event of Default" on the
series so established occurs if:
(1) the Company defaults in any payment of interest on any
Securities of the series when the same becomes due and
payable and the Default continues for a period of 60 days;
(2) the Company defaults in the payment of the principal of any
Securities of the series when the same becomes due and
payable at maturity or upon redemption, acceleration or
otherwise;
(3) the Company defaults in the payment or satisfaction of any
sinking fund obligation with respect to any Securities of a
series as required by the Officers' Certificate or
supplemental indenture establishing such series and the
Default continues for a period of 60 days;
(4) the Company defaults in the performance of any of its other
agreements applicable to the series and the Default
continues for 90 days after the notice specified below;
(5) the Company pursuant to or within the meaning of any
Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against
it in an involuntary case,
(C) consents to the appointment of a Custodian for it or
for all or substantially all of its property, or
(D) makes a general assignment for the benefit of its
creditors;
(6) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:
(A) is for relief against the Company in an involuntary
case,
(B) appoints a Custodian for the Company or for all or
substantially all of its property, or
(C) orders the liquidation of the Company,
and the order or decree remains unstayed and in effect for
60 days; or
(7) there occurs any other Event of Default provided for in the
series.
The term "Bankruptcy Law" means Title 11, U.S. Code or any
similar Federal or State law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator or a similar
official under any Bankruptcy Law.
A Default under clause (4) is not an Event of Default until the
Trustee or the Holders of at least 25% in principal amount of the series
notify the Company of the Default and the Company does not cure the
Default within the time specified after receipt of the notice. The notice
must specify the Default, demand that it be remedied and state that the
notice is a "Notice of Default." If Holders notify the Company of a
Default, they shall notify the Trustee at the same time.
The failure to redeem any Security subject to a Conditional
Redemption is not an Event of Default if any event on which such
redemption is so conditioned does not occur before the redemption date.
SECTION 6.02. Acceleration.
If an Event of Default occurs and is continuing on a series, the
Trustee by notice to the Company, or the Holders of at least 25% in
principal amount of the series by notice to the Company and the Trustee,
may declare the principal of and accrued interest on all the Securities of
the series to be due and payable immediately. Discounted Securities may
provide that the amount of principal due upon acceleration is less than
the stated principal amount.
The Holders of a majority in principal amount of the series by
notice to the Trustee may rescind an acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default on the series have been cured or waived except
nonpayment of principal or interest that has become due solely because of
the acceleration.
SECTION 6.03. Other Remedies.
If an Event of Default occurs and is continuing on a series, the
Trustee may pursue any available remedy to collect principal or interest
then due on the series, to enforce the performance of any provision
applicable to the series, or otherwise to protect the rights of the
Trustee and Holders of the series.
The Trustee may maintain a proceeding even if it does not
possess any of the Securities or coupons or does not produce any of them
in the proceeding. A delay or omission by the Trustee or any
Securityholder in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law.
SECTION 6.04. Waiver of Past Defaults.
The Holders of a majority in principal amount of a series by
notice to the Trustee may waive an existing Default on the series and its
consequences except:
(1) a Default in the payment of the principal of or interest on
the series, or
(2) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each
Securityholder affected.
SECTION 6.05. Control by Majority.
The Holders of a majority in principal amount of a series may
direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or of exercising any trust or power
conferred on the Trustee, with respect to the series. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture.
SECTION 6.06. Limitation on Suits.
A Securityholder of a series may pursue a remedy with respect to
the series only if:
(1) the Holder gives to the Trustee notice of a continuing
Event of Default on the series;
(2) the Holders of at least 25% in principal amount of the
series make a request to the Trustee to pursue the remedy;
(3) such Holder or Holders offer to the Trustee indemnity
reasonably satisfactory to the Trustee against any loss,
liability or expense;
(4) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer of indemnity;
and
(5) during such 60-day period the Holders of a majority in
principal amount of the series do not give the Trustee a
direction inconsistent with such request.
A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority
over another Securityholder.
SECTION 6.07. Collection Suit by Trustee.
If an Event of Default in payment of interest, principal or
sinking fund payment specified in Section 6.01(1), (2) or (3) occurs and
is continuing on a series, the Trustee may recover judgment in its own
name and as trustee of an express trust against the Company for the whole
amount of principal and interest remaining unpaid on the series.
SECTION 6.08. Priorities.
If the Trustee collects any money for a series pursuant to this
Article, it shall pay out the money in the following order:
First: to the Trustee for amounts due under Section 7.06;
Second: to Securityholders of the series for amounts due
and unpaid for principal and interest, ratably, without
preference or priority of any kind, according to the amounts due
and payable for principal and interest, respectively; and
Third: to the Company.
The Trustee may fix a payment date for any payment to
Securityholders.
ARTICLE 7--TRUSTEE
SECTION 7.01. Rights of Trustee.
(1) The Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or
matter stated in the document.
(2) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel.
The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on the Officers'
Certificate or Opinion of Counsel.
(3) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent
appointed with due care.
(4) The Trustee shall not be liable for any action it takes or
omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 other than any
liabilities arising out of its own negligence.
(5) The Trustee may refuse to perform any duty or exercise any
right or power which it reasonably believes may expose it
to any loss, liability or expense unless it receives
indemnity reasonably satisfactory to it against such loss,
liability or expense.
(6) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the
Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required
by law.
(7) The Trustee shall have no duty with respect to a Default
unless a Trust Officer has received written notice of such
Default.
(8) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be
authorized and within its powers other than liabilities
arising out of its own negligence.
(9) Any Agent shall have the same rights and be protected to
the same extent as if it were Trustee.
SECTION 7.02. Individual Rights of Trustee.
The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities or coupons and may otherwise deal with
the Company or an Affiliate with the same rights it would have if it were
not Trustee. Any Agent may do the same with like rights.
SECTION 7.03. Trustee's Disclaimer.
The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities or any coupons; it shall not
be accountable for the Company's use of the proceeds from the Securities;
it shall not be responsible for any statement in the Securities or any
coupons other than the Trustee's certificate of authentication; it shall
not be responsible for any overissue; it shall not be responsible for
determining whether the form and terms of any Securities or coupons were
established in conformity with this Indenture; and it shall not be
responsible for determining whether any Securities were issued in
accordance with this Indenture.
SECTION 7.04. Notice of Defaults.
If a Default occurs and is continuing on a series and if it is
known to the Trustee, the Trustee shall mail a notice of the Default
within 90 days after it occurs to Holders of Registered Securities of the
series. Except in the case of a Default in payment on a series, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interest of Holders of the series. The Trustee shall withhold notice of a
Default described in Section 6.01(4) until at least 90 days after it
occurs.
SECTION 7.05. Reports by Trustee to Holders.
Any report required by TIA Section 313(a) to be mailed to
Securityholders shall be mailed by the Trustee on or before July 15 of
each year.
A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange on
which any Securities are listed. The Company shall notify the Trustee
when any Securities are listed on a stock exchange.
SECTION 7.06. Compensation and Indemnity.
The Company shall pay to the Trustee from time to time
reasonable compensation for its services. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred by it. Such expenses shall
include the reasonable compensation and expenses of the Trustee's agents
and counsel.
The Company shall indemnify the Trustee (including its officers,
directors and employees) for, and hold it harmless against, any loss,
expense or liability incurred by it arising out of or in connection with
the acceptance or administration of this Indenture or the trusts hereunder
or the performance of its duties hereunder or under any related document,
including the reasonable costs and expenses of defending itself against or
investigating any claim or liability with respect to the Securities. The
Trustee shall notify the Company promptly of any claim for which it may
seek indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent.
The Company need not reimburse any expense or indemnify against
any loss or liability incurred by the Trustee through negligence, willful
misconduct or bad faith.
To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Securities and any coupons on all
money or property held or collected by the Trustee, except that held in
trust to pay principal or interest on particular Securities.
When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(5) or (6) occurs, such expenses
and the compensation for such services are intended to constitute expenses
of administration under any Bankruptcy Law.
The provisions of this Section shall survive any termination or
discharge of this Indenture (including without limitation any termination
under any Bankruptcy Law) and the resignation or removal of the Trustee.
SECTION 7.07. Replacement of Trustee.
A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.
The Trustee may resign by so notifying the Company. The Holders
of a majority in principal amount of the Securities may remove the Trustee
by so notifying the Trustee and may appoint a successor Trustee with the
Company's consent.
The Company may remove the Trustee if:
(1) the Trustee fails to comply with TIA Section 310(a) or TIA
Section 310(b) or with Section 7.09;
(2) the Trustee is adjudged a bankrupt or an insolvent;
(3) a Custodian or other public officer takes charge of the
Trustee or its property;
(4) the Trustee becomes incapable of acting; or
(5) an event of the kind described in Section 6.01(5) or (6)
occurs with respect to the Trustee.
The Company also may remove the Trustee with or without cause if
the Company so notifies the Trustee six months in advance and if no
Default occurs or is continuing during the six-month period.
If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.
If a successor Trustee does not take office within 30 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of a majority in principal amount of the Securities
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.
If the Trustee fails to comply with TIA Section 310(a) or TIA
Section 310(b) or with Section 7.09, any Securityholder may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.
A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice
of its succession to Holders of Registered Securities. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the Lien provided for in Section 7.06.
SECTION 7.08. Successor Trustee by Merger, etc.
If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act
shall be the successor Trustee.
SECTION 7.09. Trustee's Capital and Surplus.
The Trustee at all times shall have a combined capital and
surplus of at least $10,000,000 as set forth in its most recent published
report of condition.
ARTICLE 8--DISCHARGE OF INDENTURE
SECTION 8.01. Defeasance.
Securities of a series may be defeased in accordance with their
terms and, unless the Officers' Certificate or supplemental indenture
establishing the series otherwise provides, in accordance with this
Article.
The Company at any time may terminate as to a series all of its
obligations under this Indenture, the Securities of a series and any
related coupons ("legal defeasance option"). The Company at any time may
terminate as to a series its obligations, if any, under Section 4.07 and
any other restrictive covenants which may be applicable to a particular
series ("covenant defeasance option"). However, in the case of the legal
defeasance option, the Company's obligations in Sections 2.03, 2.04, 2.05,
2.06, 2.07, 2.08, 7.06, 7.07 and 8.04 shall survive until the Securities
of the series are no longer outstanding; thereafter the Company's
obligations in Section 7.06 shall survive.
The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. If
the Company exercises its legal defeasance option, a series may not be
accelerated because of an Event of Default. If the Company exercises its
covenant defeasance option, a series may not be accelerated by reference
to Section 4.07 or any other restrictive covenants which may be applicable
to a particular series so defeased under the terms of the series.
The Trustee upon request shall acknowledge in writing the
discharge of those obligations that the Company terminates.
SECTION 8.02. Conditions to Defeasance.
The Company may exercise as to a series its legal defeasance
option or its covenant defeasance option if:
(1) the Company irrevocably deposits in trust with the Trustee
or another trustee money or U.S. Government Obligations;
(2) the Company delivers to the Trustee a certificate from a
nationally recognized firm of independent accountants
expressing their opinion that the payments of principal and
interest when due on the deposited U.S. Government
Obligations without reinvestment plus any deposited money
without investment will provide cash at such times and in
such amounts as will be sufficient to pay principal and
interest when due on all the Securities of the series to
maturity or redemption, as the case may be;
(3) immediately after the deposit no Default exists;
(4) the deposit does not constitute a default under any other
agreement binding on the Company;
(5) the deposit does not cause the Trustee to have a
conflicting interest under TIA Section 310(a) or TIA
Section 310(b) as to another series;
(6) the Company delivers to the Trustee an Opinion of Counsel
to the effect that Holders of the series will not recognize
income, gain or loss for Federal income tax purposes as a
result of the defeasance; and
(7) 91 days pass after the deposit is made and during the
91-day period no Default specified in Section 6.01(5) or
(6) occurs that is continuing at the end of the period.
Before or after a deposit the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future
date in accordance with Article 3.
"U.S. Government Obligations" means securities which are direct
obligations of (i) the United States or (ii) an agency or instrumentality
of the United States, the payment of which is unconditionally guaranteed
by the United States, which, in either case, have the full faith and
credit of the United States pledged for payment and are not callable at
the issuer's option, or certificates representing an ownership interest in
such obligations.
SECTION 8.03. Application of Trust Money.
The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.02. It shall apply
the deposited money and the money from U.S. Government Obligations through
the Paying Agent and in accordance with this Indenture to the payment of
principal and interest on Securities of the defeased series.
SECTION 8.04. Repayment to Company.
The Trustee and the Paying Agent shall promptly turn over to the
Company upon request any excess money or securities held by them at any
time.
The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal or interest
that remains unclaimed for two years. After payment to the Company,
Securityholders entitled to the money must look to the Company for payment
as unsecured general creditors unless an abandoned property law designates
another person.
ARTICLE 9--SUPPLEMENTAL INDENTURES
SECTION 9.01. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized
by or pursuant to one or more Board Resolutions, and the Trustee, at any
time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee and the Company,
for any of the following purposes:
(1) to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants
of the Company herein and in the Securities; or
(2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series
of Securities, stating that such covenants are expressly
being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the
Company; or
(3) to add to or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or
facilitate the issuance of Securities of any series in
bearer form, registrable or not registrable as to
principal, and with or without interest coupons, or to
permit or facilitate the issuance of Securities of any
series in uncertificated form; or
(4) to add to, change or eliminate any of the provisions of
this Indenture in respect of one or more series of
Securities; provided, however, that any such addition,
change or elimination shall either (i) not adversely affect
the rights of the Holders of series of Securities in any
material respect, or (ii) not apply to any series of
Securities created prior to the execution of such
supplemental indenture where such addition, change or
elimination has an adverse effect on the rights of the
Holders of such Securities in any material respect; or
(5) to secure the Securities of any series; or
(6) to establish the form or terms of Securities of any series
as permitted pursuant to this Indenture; or
(7) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change
any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee; or
(8) to cure any ambiguity or defect in and to correct or
supplement any provision in this Indenture or any Security
of any series that may be inconsistent with any other
provision in this Indenture or in the Security of such
series, or to make any other provisions with respect to
matters or questions arising under this Indenture;
provided, however, that any such action pursuant to this
clause (8) shall not adversely affect the rights of the
Holders of Securities of any series in any material
respect; or
(9) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect
qualification of this Indenture under the TIA, or under any
similar federal statute hereafter enacted, and to add to
this Indenture such other provisions as may be expressly
permitted by the TIA; or
(10) to amend or supplement the restrictions on and procedures
for resale, attempted resale and other transfers of any
series of Securities to reflect any change in applicable
law or regulation (or interpretation thereof) or in
practices relating thereto.
SECTION 9.02. Supplemental Indentures With Consent of Holders.
With the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series of Securities
affected by such supplemental indenture (voting as one class), by the act
of said Holders delivered to the Company and the Trustee, the Company,
when authorized by or pursuant to a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Securities of such series under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each outstanding Security of each series affected
thereby,
(1) extend the stated maturity of the principal of, or any
installment or principal of or interest on, any such
Security, or reduce the principal amount thereof or the
rate of interest thereon or premium (if any), payable upon
the redemption thereof, or reduce the obligation of the
Company to pay principal amounts, or reduce the amount of
the principal of a Discounted Security that would be due
and payable upon a declaration of acceleration of the
maturity or change the coin or currency in which, any such
Security of such series or any principal, premium (if any),
or interest thereon is payable or impair the right to
institute suit for the enforcement of any such payment on
or after the due date thereof (or, in the case of
redemption, on or after the redemption date), or
(2) reduce the percentage in principal amount of the
outstanding Securities of any series, the consent of whose
Holders is required for any modifications or amendments to
this Indenture or to the terms and conditions of that
series of Securities, or to approve any supplemental
indenture relating to such series, or the consent of whose
Holders is required for any waiver with respect to such
series (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or
(3) modify any of the provisions of this Section, Section 6.04
or Section 9.02, except to increase any such percentage or
to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the
Holder of each Security affected thereby.
A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular previously
created series of Securities, or which modifies the rights of the Holders
of Securities of such previously created series with respect to such
covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of such previously
created series.
It shall not be necessary for any act of Holders under this
Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such act shall approve the
substance thereof.
SECTION 9.03. Execution of Supplemental Indentures; Opinions.
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may,
but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.
SECTION 9.04. Compliance with Trust Indenture Act.
Every amendment pursuant to Section 9.01 or 9.02 shall be set
forth in a supplemental indenture that complies with the TIA as then in
effect.
If a provision of the TIA requires or permits a provision of
this Indenture and the TIA provision is amended, then the Indenture
provision shall be automatically amended to like effect.
SECTION 9.05. Effect of Supplemental Indentures.
An amendment or waiver becomes effective in accordance with its
terms and thereafter binds every Securityholder entitled to consent to it.
A consent to an amendment or waiver by a Holder of a Security is
a continuing consent by the Holder and every subsequent Holder of a
Security that evidences the same debt as the consenting Holder's Security.
Any Holder or subsequent Holder may revoke the consent as to his Security
if the Trustee receives notice of the revocation before the amendment or
waiver becomes effective.
The Company may fix a record date for the determination of
Holders of Registered Securities entitled to give a consent. The record
date shall not be less than 10 nor more than 60 days prior to the first
written solicitation of Securityholders.
SECTION 9.06. Reference in Securities to Supplemental Indenture.
Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Company, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If
the Company shall so determine, new Securities of any series so modified
as to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Securities of
such series.
SECTION 9.07. Trustee Protected.
The Trustee need not sign any supplemental indenture that
adversely affects its rights. The Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel and an
Officers' Certificate each stating that the execution of any amendment or
supplement or waiver authorized pursuant to this Article is authorized or
permitted by this Indenture, and that such amendment or supplement or
waiver constitutes the legal, valid and binding obligation of the Company.
ARTICLE 10--MISCELLANEOUS
SECTION 10.01. Trust Indenture Act.
The provisions of TIA Sections 310 through 317 that impose
duties on any person (including the provisions automatically deemed
included herein unless expressly excluded by this Indenture) are a part of
and govern this Indenture, whether or not expressly set forth herein.
If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.
SECTION 10.02. Notices.
Any notice by one party to another is duly given if in writing
and delivered in person, sent by facsimile transmission confirmed by mail
or mailed by first-class mail to the other's address shown below:
Company: Wisconsin Power and Light Company
222 West Washington Avenue
Madison, Wisconsin 53703
Attention: Corporate Secretary
Trustee: Firstar Trust Company
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attention: Corporate Trust Department
A party by notice to the other parties may designate additional
or different addresses for subsequent notices.
Any notice mailed to a Securityholder shall be mailed to his
address shown on the register kept by the Transfer Agent or on the list
referred to in Section 2.06. Failure to mail a notice to a Securityholder
or any defect in a notice mailed to a Securityholder shall not affect the
sufficiency of the notice mailed to other Securityholders or the
sufficiency of any published notice.
If a notice is mailed in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives
it.
If the Company mails a notice to Securityholders, it shall mail
a copy to the Trustee and each Agent at the same time.
If in the Company's opinion it is impractical to mail a notice
required to be mailed or to publish a notice required to be published, the
Company may give such substitute notice as the Trustee approves. Failure
to publish a notice as required or any defect in it shall not affect the
sufficiency of any mailed notice.
All notices shall be in the English language, except that any
published notice may be in an official language of the country of
publication.
A "notice" includes any communication required by this
Indenture.
SECTION 10.03. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall
furnish to the Trustee:
(1) an Officers' Certificate stating that, in the opinion of
the signers, all conditions precedent, if any, provided for
in this Indenture relating to the proposed action have been
complied with; and
(2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been
complied with, except that in the case of any such
application or request as to which the furnishing of such
documents is specifically required by any provision of this
Indenture relating to such particular application or
request, no additional certificate or opinion need be
furnished.
SECTION 10.04. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:
(1) a statement that the person making such certificate or
opinion has read such covenant or condition and the
definitions herein relating thereto;
(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or
opinions contained in such certificate or opinion are
based;
(3) a statement that, in the opinion of each such individual,
he or she has made such examination or investigation as is
necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has
been complied with; and
(4) a statement as to whether or not, in the opinion of each
such individual, such condition or covenant has been
complied with.
SECTION 10.05. Rules by Company and Agents.
The Company may make reasonable rules for action by or a meeting
of Securityholders. An Agent may make reasonable rules and set reasonable
requirements for its functions.
SECTION 10.06. Legal Holidays.
A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions are not required to be open. If a payment date is a
Legal Holiday at a place of payment, unless the Officers' Certificate or
supplemental indenture establishing a series otherwise provides with
respect to Securities of the series, payment may be made at that place on
the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.
SECTION 10.07. No Recourse Against Others.
All liability described in the Securities of any director,
officer, employee or stockholder, as such, of the Company is waived and
released.
SECTION 10.08. Duplicate Originals.
The parties may sign any number of copies of this Indenture.
One signed copy (which may consist of signed counterparts) is enough to
prove this Indenture.
SECTION 10.09. Governing Law.
The laws of the State of Wisconsin shall govern this Indenture,
the Securities and any coupons, unless federal law governs.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the date first above written.
WISCONSIN POWER AND LIGHT COMPANY
(CORPORATE SEAL)
By/s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
President and Chief Executive Officer
Attest:
/s/ Edward M. Gleason
Edward M. Gleason, Corporate Secretary
FIRSTAR TRUST COMPANY
By/s/ Gene E. Ploeger
(CORPORATE SEAL) Gene E. Ploeger
Vice President
Attest:
/s/ Amy E. Nolde
Amy E. Nolde, Assistant Secretary
<PAGE>
STATE OF WISCONSIN, )
) ss.:
COUNTY OF DANE )
On this 20th day of June 1997, before me personally appeared
Erroll B. Davis, Jr. and Edward M. Gleason to me personally known who
being by me severally duly sworn, did say: that Erroll B. Davis, Jr. is
President and Chief Executive Officer and Edward M. Gleason is Corporate
Secretary of WISCONSIN POWER AND LIGHT COMPANY, and that the seal affixed
to the foregoing instrument is the corporate seal of said corporation and
that said instrument was signed and sealed on behalf of said corporation
by authority of its Board of Directors; and said Erroll B. Davis, Jr. and
Edward M. Gleason severally acknowledged said instrument to be the free
act and deed of said corporation.
/s/ Linda J. Wentzel
Notary Public
State of Wisconsin
My Commission Expires: 11/5/00
(SEAL OF NOTARY PUBLIC)
STATE OF WISCONSIN, )
) ss.:
COUNTY OF MILWAUKEE )
On this 20th day of June, 1997, before me personally appeared
Gene E. Ploeger and Amy E. Nolde to me personally known, who being by me
severally duly sworn, did say: that Gene E. Ploeger is a Vice President
and Amy E. Nolde is an Assistant Secretary of FIRSTAR TRUST COMPANY, and
that the seal affixed to the foregoing instrument is the corporate seal of
said corporation and that said instrument was signed and sealed on behalf
of said corporation by authority of its Board of Directors; and said Gene
E. Ploeger and Amy E. Nolde severally acknowledged said instrument to be
the free act and deed of said corporation.
/s/ Charles F. Pedersen
Notary Public
State of Wisconsin
My Commission Expires: 7/23/00
(SEAL OF NOTARY PUBLIC)
<PAGE>
EXHIBIT A
A Form of Registered Security
No._____________ $_____________
WISCONSIN POWER AND LIGHT COMPANY
[Title of Security]
WISCONSIN POWER AND LIGHT COMPANY
promises to pay to ______________________________________________
or registered assigns
the principal sum of ____________ Dollars on ______________, ____
Interest Payment Dates: ___________________
Record Dates: ___________________
Dated:
FIRSTAR TRUST COMPANY WISCONSIN POWER AND LIGHT COMPANY
Transfer Agent and Paying
Agent
by__________________________
Authenticated: [Title of Authorized Officer]
FIRSTAR TRUST COMPANY (CORPORATE SEAL)
Registrar, by
______________________________ ______________________________
Authorized Signature [Assistant] Secretary
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
[Title of Security]
1. Interest.(1)
Wisconsin Power and Light Company (the "Company"), a Wisconsin
corporation, promises to pay interest on the principal amount of this
Security at the rate per annum shown above. The Company will pay
interest semiannually on _________________ and _________________ of
each year commencing ________________, ____. Interest on the
Securities will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from
_________________, ____. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
2. Method of Payment.(2)
The Company will pay interest on the Securities to the persons who
are registered holders of Securities at the close of business on the
record date for the next interest payment date, except as otherwise
provided in the Indenture. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Company will pay
principal and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts.
The Company may pay principal and interest by check payable in such
money. It may mail an interest check to a holder's registered
address.
3. Securities Agents.(2A)
Initially, Firstar Trust Company will act as Paying Agent, Transfer
Agent and Registrar. The Company may change any Paying Agent or
Transfer Agent without notice. The Company or any Affiliate may act
in any such capacity. Subject to certain conditions, the Company may
change the Trustee.
4. Indenture.
The Company issued the securities of this series (the "Securities")
under an Indenture dated as of June 20, 1997 (the "Indenture")
between the Company and Firstar Trust Company (the "Trustee"). The
terms of the Securities include those stated in the Indenture and in
the Officers' Certificate or supplemental indenture establishing the
Securities and those made part of the Indenture by the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb).
Securityholders are referred to the Indenture, the above-referenced
Officers' Certificate or supplemental indenture and such Act for a
statement of such terms.
5. Optional Redemption.(3)
On or after _____________, ____, the Company may redeem all the
Securities at any time or some of them from time to time at the
following redemption prices (expressed in percentages of principal
amount), plus accrued interest to the redemption date.
If redeemed during the 12-month period beginning _______________,
Year Percentage Year Percentage
and thereafter at 100%.
6. Mandatory Redemption.(4)
The Company will redeem $____________ principal amount of Securities
on _________________________ and on each _______________ thereafter
through ____________________ at a redemption price of 100% of
principal amount, plus accrued interest to the redemption date.(5)
The Company may reduce the principal amount of Securities to be
redeemed pursuant to this paragraph by subtracting 100% of the
principal amount (excluding premium) of any Securities (i) that the
Company has acquired or that the Company has redeemed other than
pursuant to this paragraph and (ii) that the Company has delivered to
the Registrar for cancellation. The Company may so subtract the same
Security only once.
7. Additional Optional Redemption.(6)
In addition to redemptions pursuant to the above paragraph(s), the
Company may redeem not more than $____________ principal amount of
Securities on ________________________ and on each __________________
thereafter through __________________ at a redemption price of 100%
of principal amount, plus accrued interest to the redemption date.
8. Notice of Redemption.(7)
Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of Securities
to be redeemed at his registered address.
9. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons in
denominations of $1,000(8) and whole multiples of $1,000. The
transfer of Securities may be registered and Securities may be
exchanged as provided in the Indenture. The Transfer Agent may
require a holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees
required by law or the Indenture. The Transfer Agent need not
exchange or register the transfer of any Security or portion of a
Security selected for redemption. Also, it need not exchange or
register the transfer of any Securities for a period of 15 days
before a selection of Securities to be redeemed.
10. Persons Deemed Owners.
The registered holder of a Security may be treated as its owner for
all purposes.
11. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the Securities may be
amended with the consent of the holders of a majority in principal
amount of the securities of all series affected by the amendment.(9)
Subject to certain exceptions, a default on a series may be waived
with the consent of the holders of a majority in principal amount of
the series.
Without the consent of any Securityholder, the Indenture or the
Securities may be amended, among other things, to cure any ambiguity,
omission, defect or inconsistency; to provide for assumption of
Company obligations to Securityholders; or to make any change that
does not materially adversely affect the rights of any
Securityholder.
12. Restrictive Covenants.(10)
The Securities are unsecured general obligations of the Company
limited to $____________ principal amount. The Indenture does not
limit other unsecured debt. Section 4.07 of the Indenture, which if
applicable limits certain mortgages and other liens, [will] [will
not] apply with respect to the Securities. [The limitations are
subject to a number of important qualifications and exceptions.]
13. Successors.
When a successor assumes all the obligations of the Company under the
Securities and the Indenture, the Company will be released from those
obligations.
14. Defeasance Prior to Redemption or Maturity.(11)
Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the
Securities to redemption or maturity. U.S. Government Obligations
are securities backed by the full faith and credit of the United
States of America or certificates representing an ownership interest
in such Obligations.
15. Defaults and Remedies.
An Event of Default(12) includes: default for 60 days in payment of
interest on the Securities; default in payment of principal on the
Securities; default for 60 days in the payment of any sinking fund
obligation; default by the Company for a specified period after
notice to it in the performance of any of its other agreements
applicable to the Securities; certain events of bankruptcy or
insolvency; and any other Event of Default provided for in the
series. If an Event of Default occurs and is continuing, the Trustee
or the holders of at least 25% in principal amount of the Securities
may declare the principal(13) of all the Securities to be due and
payable immediately.
Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the
Securities. Subject to certain limitations, holders of a majority in
principal amount of the Securities may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from
Securityholders notice of any continuing default (except a default in
payment of principal or interest) if it determines that withholding
notice is in their interests. The Company must furnish an annual
compliance certificate to the Trustee.
16. Trustee Dealings with Company.
Firstar Trust Company, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company or its Affiliates, and may
otherwise deal with those persons, as if it were not Trustee.
17. No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for
the issue of the Securities.
18. Authentication.
This Security shall not be valid until authenticated by a manual
signature of the Registrar.
19. Abbreviations.
Customary abbreviations may be used in the name of a Securityholder
or an assignee, such as: TEN COM (=tenants in common), TEN ENT
(=tenants by the entirety), JT TEN (=joint tenants with right of
survivorship and not as tenants in common), CUST (=custodian),
U/G/M/A (=Uniform Gifts to Minors Act), and U/T/M/A (=Uniform
Transfers to Minors Act).
The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture and the Officers' Certificate or
supplemental indenture, which contains the text of this Security in larger
type. Requests may be made to: Corporate Secretary, Wisconsin Power and
Light Company, 222 West Washington Avenue, Madison, Wisconsin 53703.
<PAGE>
EXHIBIT B
A Form of Bearer Security
No. _____________ $_____________
WISCONSIN POWER AND LIGHT COMPANY
[Title of Security]
WISCONSIN POWER AND LIGHT COMPANY
promises to pay to bearer
the principal sum of ______________ Dollars on ____________, ____
Interest Payment Dates: _____________________________
Dated:
FIRSTAR TRUST COMPANY WISCONSIN POWER AND LIGHT COMPANY
Transfer Agent and Paying Agent
by
Authenticated: [Title of Authorized Officer]
FIRSTAR TRUST COMPANY (CORPORATE SEAL)
Registrar, by
Authorized Signature [Assistant] Secretary
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
[Title of Security]
1. Interest.(1)
Wisconsin Power and Light Company (the "Company"), a Wisconsin
corporation, promises to pay to bearer interest on the principal
amount of this Security at the rate per annum shown above. The
Company will pay interest semiannually on __________________________
and __________________________ of each year commencing
_________________, ____. Interest on the Securities will accrue from
the most recent date to which interest has been paid or, if no
interest has been paid, from ______________, ____. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
2. Method of Payment.(2)
Holders must surrender Securities and any coupons to a Paying Agent
to collect principal and interest payments. The Company will pay
principal and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts.
The Company may pay principal and interest by check payable in such
money.
3. Securities Agents.(2A)
Initially, Firstar Trust Company will act as Transfer Agent, Paying
Agent and Registrar. The Company may change any Paying Agent or
Transfer Agent without notice. The Company or any Affiliate may act
in any such capacity. Subject to certain conditions, the Company may
change the Trustee.
4. Indenture.
The Company issued the securities of this series (the "Securities")
under an Indenture dated as June 20, 1997 (the "Indenture") between
the Company and Firstar Trust Company (the "Trustee"). The terms of
the Securities include those stated in the Indenture and the
Officers' Certificate or supplemental indenture establishing the
series and those made part of the Indenture by the Trust Indenture
Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb). Securityholders
are referred to the Indenture, the above-referenced Officers'
Certificate or supplemental indenture and such Act for a statement of
such terms.
5. Optional Redemption.(3)
On or after ____________, ____, the Company may redeem all the
Securities at any time or some of them from time to time at the
following redemption prices (expressed in percentages of principal
amount), plus accrued interest to the redemption date.
If redeemed during the 12-month period beginning ___________________,
Year Percentage Year Percentage
and thereafter at 100%.
6. Mandatory Redemption.(4)
The Company will redeem $_________ principal amount of Securities on
__________________ and on each __________________ thereafter through
_________________ at a redemption price of 100% of principal amount,
plus accrued interest to the redemption date(5). The Company may
reduce the principal amount of Securities to be redeemed pursuant to
this paragraph by subtracting 100% of the principal amount (excluding
premium) of any Securities (i) that the Company has acquired or that
the Company has redeemed other than pursuant to this paragraph and
(ii) that the Company has delivered to the Registrar for
cancellation. The Company may so subtract the same Security only
once.
7. Additional Optional Redemption.(6)
In addition to redemptions pursuant to the above paragraph(s), the
Company may redeem not more than $____________ principal amount of
Securities on __________________ and on each __________________
thereafter through __________________ at a redemption price of 100%
of principal amount, plus accrued interest to the redemption date.
8. Notice of Redemption.(7)
Notice of redemption will be published once in an Authorized
Newspaper in the City of New York and if the Securities are listed on
any stock exchange located outside the United States and such stock
exchange so requires, in any other required city outside the United
States at least 30 days but not more than 60 days before the
redemption date. Notice of redemption also will be mailed to holders
who have filed their names and addresses with the Transfer Agent
within the two preceding years. A holder of Securities may miss
important notices if he fails to maintain his name and address with
the Transfer Agent.
9. Denominations, Transfer, Exchange.
The Securities are in bearer form with coupons in denominations of
and whole multiples of $5,000. The Securities may be transferred by
delivery and exchanged as provided in the Indenture. Upon an
exchange, the Transfer Agent may require a holder, among other
things, to furnish appropriate documents and to pay any taxes and
fees required by law or the Indenture. The Transfer Agent need not
exchange any Security or portion of a Security selected for
redemption. Also, it need not exchange any Securities for a period
of 15 days before a selection of Securities to be redeemed.
10. Persons Deemed Owners.
The holder of a Security or coupon may be treated as its owner for
all purposes.
11. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the Securities may be
amended with the consent of the holders of a majority in principal
amount of the securities of all series affected by the amendment.(9)
Subject to certain exceptions, a default on a series may be waived
with the consent of the holders of a majority in principal amount of
the series.
Without the consent of any Securityholder, the Indenture or the
Securities may be amended, among other things, to cure any ambiguity,
omission, defect or inconsistency; to provide for assumption of
Company obligations to Securityholders; or to make any change that
does not materially adversely affect the rights of any
Securityholder.
12. Restrictive Covenants.(10)
The Securities are unsecured general obligations of the Company
limited to $____________ principal amount. The Indenture does not
limit other unsecured debt. Section 4.07 of the Indenture, which if
applicable limits certain mortgages and other liens, [will] [will
not] apply with respect to the Securities. [The limitations are
subject to a number of important qualifications and exceptions.]
13. Successors.
When a successor assumes all the obligations of the Company under the
Securities, any coupons and the Indenture, the Company will be
released from those obligations.
14. Defeasance Prior to Redemption or Maturity.(11)
Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Securities, any coupons and
the Indenture if the Company deposits with the Trustee money or U.S.
Government Obligations for the payment of principal and interest on
the Securities to redemption or maturity. U.S. Government
Obligations are securities backed by the full faith and credit of the
United States of America or certificates representing an ownership
interest in such Obligations.
15. Defaults and Remedies.
An Event of Default(12) includes: default for 60 days in payment of
interest on the Securities; default in payment of principal on the
Securities; default for 60 days in the making of any sinking fund
payment; default by the Company for a specified period after notice
to it in the performance of any of its other agreements applicable to
the Securities; certain events of bankruptcy or insolvency; and any
other Event of Default provided for in the series. If an Event of
Default occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of the Securities may declare the
principal(13) of all the Securities to be due and payable
immediately.
Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the
Securities. Subject to certain limitations, holders of a majority in
principal amount of the Securities may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from
Securityholders notice of any continuing default (except a default in
payment of principal or interest) if it determines that withholding
notice is in their interests. The Company must furnish an annual
compliance certificate to the Trustee.
16. Trustee Dealings with Company.
Firstar Trust Company, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company or its Affiliates, and may
otherwise deal with those persons, as if it were not Trustee.
17. No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for
the issue of the Securities.
18. Authentication.
This Security shall not be valid until authenticated by a manual
signature of the Registrar.
19. Abbreviations.
Customary abbreviations may be used in the name of a Securityholder
or an assignee, such as: TEN COM (=tenants in common), TEN ENT
(=tenants by the entirety), JT TEN (=joint tenants with right of
survivorship and not as tenants in common), CUST (=custodian),
U/G/M/A (=Uniform Gifts to Minors Act), and U/T/M/A (=Uniform
Transfers to Minors Act).
The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture and the Officers' Certificate or
supplemental indenture, which contains the text of this Security in larger
type. Requests may be made to: Corporate Secretary, Wisconsin Power and
Light Company, 222 West Washington Avenue, Madison, Wisconsin 53703.
<PAGE>
[FACE OF COUPON]
..............
[$]...........
Due...........
WISCONSIN POWER AND LIGHT COMPANY
[Title of Security]
Unless the Security attached to this coupon has been called for
redemption, Wisconsin Power and Light Company (the "Company") will pay to
bearer, upon surrender, the amount shown hereon when due. This coupon may
be surrendered for payment to any Paying Agent listed on the back of this
coupon unless the Company has replaced such Agent. Payment may be made by
check. This coupon represents six months' interest.
By
[REVERSE OF COUPON]
PAYING AGENTS
<PAGE>
NOTES TO EXHIBITS A AND B
(1) If the Security is not to bear interest at a fixed rate per annum,
insert a description of the manner in which the rate of interest is
to be determined. If the Security is not to bear interest prior to
maturity, so state.
(2) If the method or currency of payment is different, insert a statement
thereof.
(2A) As is done in Section 2.03 of the Indenture, the Trustee must be
appointed Registrar under Section 182.23, Wis. Stats., and Wisconsin
Power and Light Company's Bylaws as in effect as of the date of this
Indenture, for officers' signatures on Securities to be in facsimile.
(3) If applicable. If the Security is to be subject to a nonrefunding
restriction, insert a brief summary thereof. If the redemption is to
be subject to a condition, insert a brief summary thereof.
(4) If applicable.
(5) If the Security is a Discounted Security, insert amount to be
redeemed or method of calculating such amount.
(6) If applicable. Also insert, if applicable, provisions for repayment
of Securities at the option of the Securityholder.
(7) If applicable. If the Company may condition such redemption on the
happening of a stated event, in which case the notice will so
provide, insert a brief summary thereof.
(8) If applicable. Insert additional or different denominations.
(9) If different terms apply, insert a brief summary thereof.
(10) If applicable. If the Security is to have the benefit of additional
or different covenants, insert a brief summary thereof.
(11) If applicable. If different defeasance terms apply, insert a brief
summary thereof.
(12) If additional or different Events of Default apply, insert a brief
summary thereof.
(13) If the Security is a Discounted Security, set forth the amount due
and payable upon an Event of Default.
Note: U.S. tax law may require certain legends on Discounted and
Bearer Securities.
<PAGE>
EXHIBIT C
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. no.)
and irrevocably appoint ___________________________________ agent to
transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Date:____________________ Your Signature:___________________________
(Sign exactly as your name appears on the face of this Security)
[Signature Guaranteed:
_________________________________
