SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________________
Date of Report
(Date of earliest
event reported): April 21, 1998
Wisconsin Power and Light Company
(Exact name of registrant as specified in its charter)
Wisconsin 0-337 39-0714890
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
222 West Washington Avenue, Madison, Wisconsin 53703
(Address of principal executive offices, including zip code)
(608) 252-3311
(Registrant's telephone number)
Item 5. Other Events.
On April 21, 1998, following receipt of final regulatory approval,
the three-way business combination (the "Merger") between WPL Holdings,
Inc., a holding company incorporated under the laws of the State of
Wisconsin ("WPLH") and the parent corporation of Wisconsin Power and Light
Company (the "Company"), IES Industries Inc., a holding company
incorporated under the laws of the State of Iowa ("IES"), and Interstate
Power Company, an operating public utility incorporated under the laws of
the State of Delaware ("IPC"), was consummated in accordance with the
terms of an Agreement and Plan of Merger, dated as of November 10, 1995
(as amended on May 22, 1996 and August 16, 1996) by and among WPLH, IES
and IPC, among others (the "Merger Agreement"). In the Merger, WPLH, as
the surviving holding company, changed its name to Interstate Energy
Corporation ("IEC") and is currently doing business as Alliant
Corporation.
Pursuant to the terms of the Merger Agreement, IES was merged with
and into WPLH (n/k/a IEC) and each outstanding share of IES common stock
was converted into the right to receive 1.14 shares of IEC common stock.
Similarly, an acquisition subsidiary of IEC was merged with and into IPC
(with IPC as the surviving corporation) and each outstanding share of IPC
common stock was converted into the right to receive 1.11 shares of IEC
common stock. At the effective time of the Merger, there were 30,761,923
and 9,768,907 shares of IES common stock and IPC common stock outstanding,
respectively. All outstanding shares of WPLH common stock remain
unchanged and outstanding as shares of IEC common stock following the
Merger.
As a result of the Merger, IES Utilities Inc. and IPC joined the
Company as the operating public utility subsidiaries of IEC. The
outstanding shares of preferred stock and debt securities of the Company
as well as IES Utilities Inc. and IPC were unaffected by the Merger. In
connection with the Merger, IEC filed an application to become and is now
a registered public utility holding company under the Public Utility
Holding Company Act of 1935, as amended. The Merger will be accounted for
as a pooling of interests for accounting purposes.
The Merger Agreement and the amendments thereto are filed as
exhibits to this Current Report on Form 8-K and are incorporated herein by
reference. The discussion above is qualified in its entirety by reference
to that agreement and the amendments thereto.
Concurrent with the consummation of the Merger, the Board of
Directors of the Company was reconstituted. The current directors of the
Company are:
Alan B. Arends Milton E. Neshek
Erroll B. Davis, Jr. Jack R. Newman
Rockne G. Flowers Judith D. Pyle
Joyce L. Hanes Robert D. Ray
Lee Liu David Q. Reed
Katharine C. Lyall Robert W. Schlutz
Arnold M. Nemirow Wayne H. Stoppelmoor
Anthony R. Weiler
The current executive officers of the Company are:
Erroll B. Davis, Jr. - Chief Executive Officer
William D. Harvey - President
Daniel A. Doyle - Vice President-Fossil Plants
John E. Ebright - Vice President-Controller
Dean E. Ekstrom - Vice President-Sales and Service
John F. Franz, Jr. - Vice President-Nuclear Operations
Edward M. Gleason - Vice President-Treasurer and Corporate
Secretary
Daniel L. Mineck - Vice President-Performance Engineering and
Environmental
Kim K. Zuhlke - Vice President-Customer Operations
David L. Wilson - Assistant Vice President-Nuclear Operations
Donald D. Jannette - Assistant Corporate Secretary
Steven F. Price - Assistant Treasurer
Robert A. Rusch - Assistant Treasurer
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
The exhibits listed in the accompanying Exhibit Index are filed as
part of this Current Report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
WISCONSIN POWER AND LIGHT COMPANY
Date: May 8, 1998. By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
Chief Executive Officer
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EXHIBIT INDEX TO FORM 8-K
Dated April 21, 1998
Exhibit
(2.1) Agreement and Plan of Merger, dated as of November
10, 1995, by and among WPL Holdings, Inc., IES
Industries Inc., Interstate Power Company and AMW
Acquisition, Inc. [Incorporated by reference to
Exhibit (2.1) to WPL Holdings, Inc.'s Current Report
on Form 8-K, dated November 10, 1995]
(2.2) Amendment No. 1 to Agreement and Plan of Merger and
Stock Option Agreements, dated as of May 22, 1996, by
and among WPL Holdings, Inc., IES Industries Inc.,
Interstate Power Company, a Delaware corporation, AMW
Acquisition, Inc., WPLH Acquisition Co. and
Interstate Power Company, a Wisconsin corporation
[Incorporated by reference to Exhibit (2.1) to WPL
Holdings, Inc.'s Current Report on Form 8-K, dated
May 22, 1996]
(2.3) 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, a Delaware corporation, WPLH Acquisition Co.
and Interstate Power Company, a Wisconsin corporation
[Incorporated by reference to Exhibit (2.1) to WPL
Holdings, Inc.'s Current Report on Form 8-K, dated
August 16, 1996]
