Registration No. 333-60375
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
AMENDMENT NO. 1
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
Vice President-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, Esq. Barbara L. Becker, Esq.
Foley & Lardner Chadbourne & Parke LLP
777 East Wisconsin Avenue 30 Rockefeller Plaza
Milwaukee, Wisconsin 53202 New York, NY 10112
(414) 271-2400 (212) 408-5100
________________________
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 AUGUST 24, 1998
PROSPECTUS SUPPLEMENT
(To Prospectus dated August , 1998)
$60,000,000
Wisconsin Power and Light Company
% Debentures due ,
____________________
Interest on the % Debentures due , (the
"Debentures") is payable semi-annually on and of
each year, commencing , 199 . 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.
Price to Underwriting Proceeds to
Public(1) Discount(2) Company (1)(3)
Per Debenture . . . . % % %
Total . . . . . . . . $ $ $
(1) Plus accrued interest, if any, from the date of issuance.
(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
$140,000.
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 , 1998 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.
Robert W. Baird & Co. Legg Mason Wood Walker
Incorporated Incorporated
The date of this Prospectus Supplement is , 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICE
OF THE DEBENTURES OFFERED HEREBY. SUCH TRANSACTIONS MAY INCLUDE
STABILIZING AND THE PURCHASE OF DEBENTURES TO COVER SHORT POSITIONS. FOR
A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
USE OF PROCEEDS
The net proceeds from the sale of the Debentures will be used to repay
short-term debt which was incurred by the Company to (i) retire at
maturity $8,899,000 aggregate principal amount of the Company's First
Mortgage Bonds, Series L, 61/4%, due August 1, 1998 and (ii) finance
utility construction expenditures and other general corporate
expenditures. As of August 15, 1998, the average weighted interest rate
on the short-term debt to be repaid was approximately 5.569% per annum.
<PAGE>
SELECTED FINANCIAL INFORMATION
Set forth below is selected financial information for the Company for
the twelve months ended June 30, 1998 and the years ended December 31,
1997, 1996 and 1995.
Selected Financial Information
Twelve Months
Ended June 30, Year Ended
1998 December 31,
(Unaudited) 1997 1996 1995
(Thousands of Dollars)
Income Statement Data:
Operating Revenues . $ 762,960 $794,717 $759,275 $689,672
Income Before Interest
Expense . . . . . . $ 89,296 $103,841 $113,957 $112,473
Net Income for Common
Stock . . . . . . . $ 49,894 $ 67,924 $ 79,175 $ 75,342
Ratio of Earnings to
Fixed Charges
(unaudited) (1) . . 3.12 4.13 4.81 4.23
At June 30, 1998 (Unaudited)
Percent of
As Capitalization
Actual Adjusted(2) As Adjusted
(Thousands of Dollars)
Capitalization (3):
Current maturities of
long-term debt . . . . . . . $ 8,899 $ 0 0.0%
First mortgage bonds, net (4) 249,854 249,854 23.9
Debentures, net (5) . . . . . 104,732 164,732 15.8
Preferred stock without
mandatory redemption . . . . 59,963 59,963 5.7
Common shareowners'
investment . . . . . . . . . 571,442 571,442 54.6
------- --------- -----
Total . . . . . . . . . . $ 994,890 $1,045,991 100.0%
======= ========= =====
_________________
(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 $1.147 million.
(5) Excludes unamortized discount relating to outstanding Debentures in
the amount of $0.268 million.
<PAGE>
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. As of the date hereof, the
Company had $105,000,000 of Securities (as defined in the accompanying
Prospectus) outstanding under the Indenture and $307,976,000 of secured
debt outstanding under its First Mortgage Indenture (as defined in the
accompanying Prospectus). 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.
Maturity and Interest
The Debentures will be limited to $60,000,000 aggregate principal
amount and will mature on , . Each Debenture will bear
interest from , 199 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 , 199 , 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 Unsecured Debt Indenture may or may not have different covenants.
The Debentures will be subject to defeasance under the conditions
described in the accompanying Prospectus. The Unsecured Debt Indenture is
governed by the laws of the State of Wisconsin.
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, Robert W. Baird &
Co. Incorporated and Legg Mason Wood Walker, Incorporated (collectively,
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 . . . . .
Legg Mason Wood Walker, Incorporated . . . .
Total . . . . . . . . . . . . . . . . . $60,000,000
==========
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 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.
Until the distribution of the Debentures is completed, rules of the
Securities and Exchange Commission may limit the ability of the
Underwriters to bid for and purchase the Debentures. As an exception to
these rules, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch"), as representative, will be permitted to engage in certain
transactions that stabilize the price of the Debentures. Such
transactions consist of bids or purchases for the purpose of setting,
fixing or maintaining the price of the Debentures.
If the Underwriters create a short position in the Debentures in
connection with the Offering, i.e., if they sell more of the Debentures
than are set forth on the cover page of this Prospectus Supplement,
Merrill Lynch may reduce that short position by purchasing Debentures in
the open market.
In general, purchases of a security for the purpose of stabilization
or to reduce a short position could cause the price of the security to be
higher than it might be in the absence of such purchases.
Neither the Company nor the Underwriters make any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the prices of the Debentures. In
addition, neither the Company nor the Underwriters make any representation
that Merrill Lynch will engage in such transactions or that such
transactions, once commenced, will be discontinued without notice.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
<PAGE>
PROSPECTUS
$60,000,000
Wisconsin Power and Light Company
Debentures
____________________
Wisconsin Power and Light Company (the "Company") may from time to
time offer up to $60 million aggregate principal amount of its unsecured
debt securities consisting of notes, debentures or other evidences of
indebtedness (the "Debentures"). The Debentures 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 Debentures 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 Debentures to or through underwriters (which
may include Merrill Lynch, Pierce, Fenner & Smith Incorporated, Robert W.
Baird & Co. Incorporated and Legg Mason Wood Walker, Incorporated) or
dealers, and may also sell Debentures 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 Debentures will be set forth in the accompanying
Prospectus Supplement.
No Debentures may be sold without delivery of a Prospectus Supplement
describing such issue of such Debentures and the method and terms of
offering thereof.
The issue and sale of the Debentures 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 Debentures.
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.
Robert W. Baird & Co. Legg Mason Wood Walker
Incorporated Incorporated
The date of this Prospectus is August , 1998
<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 Debentures
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, 1997.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998.
3. The Company's Current Reports on Form 8-K dated April 21 and
June 10, 1998.
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, Vice President-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 Interstate
Energy Corporation (f/k/a WPL Holdings, Inc.) d/b/a Alliant Corporation
("IEC"), 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, 1997, the Company
furnished retail electric service to approximately 393,000 customers in
615 cities, villages and towns, and wholesale electric service to 25
municipal utilities, one privately owned utility, three rural electric
cooperatives, one Native American nation and one municipal electric
utility which provides retail service to 14 communities. During 1997, the
Company's electric operating revenues were derived from the following
types of customers: residential--31.5%, commercial--16.9%,
industrial--24.0%, sales for resale--25.4%, and other--2.3%.
The maximum net hourly peak load on the Company's electric system
in 1997 was 2,253 megawatts. During 1997, the Company's net kilowatt-hour
generation of electricity was derived from the following fuel sources:
86% coal, 10% nuclear and 4% hydroelectric, oil and natural gas.
As of December 31, 1997, the Company provided retail natural gas
service to approximately 155,000 customers in 243 cities, villages and
towns. During 1997, the Company's gas operating revenues were derived
from the following types of customers: residential--54.2%,
commercial--29.2%, industrial--5.4%, transportation and other--11.2%.
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 Company's
parent corporation, IEC, is a registered public utility holding company
under (and IEC and, with respect to certain matters, the Company, are
subject to the requirements of) the Public Utility Holding Company Act of
1935, as amended.
The principal executive offices of the Company are located at 222
West Washington Avenue, Madison, Wisconsin 53703 and its telephone number
is (608) 252-3311.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the
Debentures 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 June 30, 1998 and
for the last five years:
Twelve Months Year Ended December 31,
Ended
June 30,
1998 1997 1996 1995 1994 1993
3.12 4.13 4.81 4.23 4.29 3.74
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 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 "Trustee"),
which is included as an exhibit to the Registration Statement for the
Debentures. 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, the only
Securities outstanding under the Unsecured Debt Indenture are $105 million
aggregate principal amount of the Company's 7% Debentures due June 15,
2007. 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 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, as amended by the several indentures supplemental thereto
heretofore executed (said Indenture, as so amended, being herein called
the "First Mortgage Indenture"), under which the Company's First Mortgage
Bonds are outstanding.
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 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 with (or prior to) any and all such indebtedness and
with any other indebtedness similarly entitled to 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 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 sell or convey all or substantially all of its assets to, or
merge with or into any other Person unless (i) either the Company will be
the continuing corporation, or the Person will be a Person organized and
existing under the laws of the United States of America or a state thereof
and the Person will 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 the Unsecured Debt 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, will 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 (as defined)
will have occurred or be continuing. (Section 5.01) 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 5.02)
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 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 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 Trustee in its exercise of
any trust or power. (Section 6.05) The Trustee may withhold from the
Holder of the Security 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 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
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: (a) a Default in the payment of the principal of or interest on
the series, or (b) a Default in respect of a provision described in this
paragraph that cannot be amended without the consent of the Holder of each
Security affected thereby. (Section 6.04) 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) However,
without the consent of each Holder of Security affected thereby, no
amendment or waiver may (a) 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 (b) 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 the Unsecured Debt 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 the Unsecured Debt Indenture or
certain default thereunder and their consequences) provided for in the
Unsecured Debt Indenture, or (c) modify any of the provisions described
under this paragraph, except to increase any such percentage or to provide
that certain other provisions of the Unsecured Debt Indenture cannot be
modified or waived without the consent of the Holder of each Security
affected thereby. (Section 9.02)
Without the consent of any Holders, the Company may enter into one
or more supplemental indentures, in order among other things (a) to
evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company contained
in the Unsecured Debt Indenture and in the Securities; (b) to add to,
change or eliminate any of the provisions of the Unsecured Debt 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 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 right of the Holders of such Securities in
any material respect; (c) to establish the form or terms of Securities of
any series as permitted pursuant to the Unsecured Debt Indenture; (d) to
evidence and provide for the acceptance of appointment under the Unsecured
Debt Indenture 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 the
Unsecured Debt Indenture as shall be necessary to provide for or
facilitate the administration of the trusts thereunder by more than one
Trustee; or (e) to cure any ambiguity or defect in and to correct or
supplement any provision in the Unsecured Debt Indenture or any Security
of any series that may be inconsistent with any other provision in the
Unsecured Debt Indenture or in the Security of such series, or to make any
other provisions with respect to matters or questions arising under the
Unsecured Debt Indenture; provided, however, that any such action pursuant
to this clause (e) shall not adversely affect the rights of the Holders of
Securities of any series in any material respect. (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 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 Trustee
Firstar Trust Company will act as Trustee and Registrar for
Securities issued under the Unsecured Debt Indenture and, unless otherwise
indicated in a Prospectus Supplement, the Trustee will also act as
Transfer Agent and Paying Agent with respect to the Securities. (Section
2.03) The Company 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. (Section 7.07) The
Trustee is also one of the trustees under the First Mortgage Indenture for
the Company's First Mortgage Bonds.
The Company maintains general checking accounts with several banks
which are affiliates of the Trustee. The Company's parent, IEC, has $3.6
million in lines of credit with Firstar Bank Milwaukee, N.A., an affiliate
of the Trustee, which are part of $150 million in lines of credit
maintained by IEC with various banks. In addition, the Company and IEC
each maintain short-term borrowing agreements with the Trustee pursuant to
which the Company and IEC may borrow up to $50 million and $50 million,
respectively. Judith D. Pyle, a director of the Company, is a director of
the Trustee's parent corporation, Firstar Corporation.
BOOK-ENTRY ONLY SYSTEM
The Debentures 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
Debentures, which would be registered in the name of CEDE & Co., as
registered securityholder and nominee for DTC. Individual purchases of
Book-Entry Interests (as defined below) in any such Debentures will be
made in book-entry form. Purchasers of Book-Entry Interests in such
Debentures will not receive certificates representing their interests in
such Debentures. So long as CEDE & Co., as nominee of DTC, is the
securityholder, references herein to holders of the Debentures or
registered owners will mean CEDE & Co., rather than the owners of Book-
Entry Interests in Debentures.
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 Debentures), 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 in any Debentures
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 Debentures, which will be confirmed in accordance with
DTC's standard procedures. The ownership interest of each actual
purchaser of a Book-Entry Interest in Debentures (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 Debentures
except as described below upon the resignation of DTC.
Under the Unsecured Debt Indenture, payments made by the Trustee to
DTC or its nominee will satisfy the Company's obligations under the
Unsecured Debt Indenture to the extent of the payments so made. Owners of
Book-Entry Interests will not be or be considered by the Company or the
Trustee to be, and will not have any rights as, holders of Debentures
under the Unsecured Debt Indenture.
NEITHER THE COMPANY NOR THE TRUSTEE UNDER THE 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 DEBENTURES WITH RESPECT TO: (1) ANY DEBENTURES; (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 DEBENTURES; (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 UNSECURED DEBT
INDENTURE TO BE GIVEN TO HOLDERS OF DEBENTURES; (5) THE SELECTION OF THE
OWNERS OF A BOOK-ENTRY INTEREST TO RECEIVE PAYMENT IN THE EVENT OF ANY
PARTIAL REDEMPTION OF ANY DEBENTURES; OR (6) ANY CONSENT GIVEN OR OTHER
ACTION TAKEN BY DTC OR ITS NOMINEE AS HOLDER OF DEBENTURES.
Principal and redemption price of, and interest payments on,
Debentures registered in the name of DTC or its nominee will be made to
DTC or such nominee, as registered owner of such Debentures. 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 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 Debentures 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
Debentures, 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 Trustee under the 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.
The Trustee will recognize and treat DTC (or any successor
securities depositary) or its nominee as the holder of Debentures
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 Debentures in connection with
any matter on which holders of such Debentures 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 the Trustee, the Company or any
underwriter, as such.
The Trustee, so long as a book-entry system is used for any series
of Debentures, will send any notice of redemption and any other notices
required by the Unsecured Debt Indenture to be sent to holders of such
Debentures 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 Debentures 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 Debentures 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
Debentures are redeemed.
The Company, the Trustee 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 Debentures 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 Debentures 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 Trustee 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 Debentures 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 Debentures sets
forth, among other things, the terms of the offering of the Debentures,
including the name or names of the underwriters, dealers or agents, the
purchase price of the Debentures 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 Debentures 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 Debentures 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 Debentures. The Debentures may be offered to the public
either through an underwriting syndicate represented by Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Robert W. Baird & Co. Incorporated
and Legg Mason Wood Walker, Incorporated as underwriters, or directly by
such firms acting as underwriters. The underwriters with respect to a
particular underwritten offering of the Debentures 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 Debentures will be subject to certain conditions precedent
and the underwriters will be obligated to purchase all the Debentures if
any are purchased. The distribution of the Debentures 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 Debentures 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 Debentures 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 Debentures 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 Debentures are not listed on a registered
national securities exchange, certain broker-dealers may make a market in
the Debentures, 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 Debentures or as to the
liquidity of the trading market for the Debentures, whether or not the
Debentures are listed on a registered national securities exchange. The
Prospectus Supplement with respect to any series of the Debentures will
state, if known, whether or not any broker-dealer intends to make a market
in the Debentures. If no such determination has been made, the Prospectus
Supplement will so state.
LEGAL OPINIONS
The validity of the Debentures 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, 1997 and 1996 and for each of the three years in the
period ending December 31, 1997 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 those contained
or incorporated by reference in this Prospectus Supplement or the
Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized. Neither the
delivery of this Prospectus Supplement or the Prospectus nor any sale
made hereunder or thereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Company
since the date hereof or thereof. This Prospectus Supplement and the
Prospectus do not constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or
in which the person making such offer or solicitation is not qualified
to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
_______________________
TABLE OF CONTENTS
Page
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 Debentures . . . . . . . . . . . . . . . . 4
Book-Entry Only System . . . . . . . . . . . . . . . . . . . . 12
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . 15
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . 16
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
$60,000,000
[WP&L LOGO]
____% Debentures
due ________ __, _____
__________
PROSPECTUS SUPPLEMENT
__________
Merrill Lynch & Co.
Robert W. Baird & Co.
Incorporated
Legg Mason Wood Walker
Incorporated
August , 1998
<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 . . . . . . . . . . . . . . . . . . . . . . $ 17,700
Fee of Public Service Commission of Wisconsin . . 1,000
Printing and Engraving Expenses . . . . . . . . 15,000
Fees of Rating Agencies . . . . . . . . . . . . . 25,000
Trustee Fees and Expenses . . . . . . . . . . . 10,000
Accounting Fees and Expenses . . . . . . . . . . 15,000
Legal Fees and Expenses . . . . . . . . . . . . . 45,000
Blue Sky Fees and Expenses . . . . . . . . . . . 5,000
Miscellaneous Expenses . . . . . . . . . . . . . 6,300
-------
Total . . . . . . . . . . . . . . . . . . . $ 140,000
=======
Item 15. Indemnification of Directors and Officers.
Pursuant to the provisions of the Wisconsin Business Corporation
Law and Article VIII 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 form of Underwriting Agreement for the Debentures
contains provisions under which the underwriters agree to indemnify the
directors and officers of the Registrant against certain liabilities,
including liabilities under the Securities Act of 1933.
Item 16. Exhibits.
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 Securities Act of 1933 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 August 24, 1998.
WISCONSIN POWER AND LIGHT COMPANY
By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
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. Chief Executive Officer August 24, 1998
Erroll B. Davis, Jr. and Director (Principal
Executive Officer)
/s/ Edward M. Gleason Vice President- August 24, 1998
Edward M. Gleason Treasurer and Corporate
Secretary (Principal
Financial Officer)
/s/ John E. Ebright Vice President- August 24, 1998
John E. Ebright Controller (Principal
Accounting Officer)
Alan B. Arends* Director August 24, 1998
Rockne G. Flowers* Director August 24, 1998
Joyce L. Hanes* Director August 24, 1998
Lee Liu* Director August 24, 1998
Katharine C. Lyall* Director August 24, 1998
Arnold M. Nemirow* Director August 24, 1998
Milton E. Neshek* Director August 24, 1998
Jack R. Newman* Director August 24, 1998
Judith D. Pyle* Director August 24, 1998
Robert D. Ray* Director August 24, 1998
David Q. Reed* Director August 24, 1998
Robert W. Schlutz* Director August 24, 1998
Wayne H. Stoppelmoor* Director August 24, 1998
Anthony R. Weiler* Director August 24, 1998
*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)* Proposed form of Purchase Agreement relating
to the Debentures.
(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) Indenture, dated as of June 20, 1997,
between the Company and Firstar Trust
Company, as Trustee, for the Debentures
(incorporated by reference to Exhibit 4.33
to Amendment No. 2 to the Company's Form S-3
Registration Statement [Registration No. 33-
60917]).
(4.33) Officers' Certificate, dated as of June 25,
1997, creating the Company's 7% Debentures
due June 15, 2007 (incorporated by reference
to Exhibit 4 to the Company's Form 8-K dated
June 25, 1997).
(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)** 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.
EXHIBIT (12)
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)
<CAPTION>
Twelve Year Ended December 31,
Months Ended
June 30, 1998 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Income before interest expense $ 89,296 $ 103,841 $113,957 $112,473 $102,643 $96,381
Add:
Federal and state income
taxes 30,547 41,839 53,808 45,606 44,727 35,667
Estimated interest
component of rental
payments 3,363 3,524 4,313 4,666 4,175 4,139
------- ------- ------- ------- ------- -------
Earnings, as adjusted $ 123,206 $149,204 $172,078 $162,745 $151,545 $136,187
======= ======= ======= ======= ======= =======
Fixed charges:
Interest on bonds $32,449 $ 28,964 $26,906 $28,647 $28,796 $28,422
Other interest expense 3,643 3,643 4,566 5,174 2,352 3,854
Estimated interest
component of rental
payments 3,363 3,524 4,313 4,666 4,175 4,139
------- ------- ------- ------- ------- -------
Total fixed charges $ 39,455 $36,131 $35,785 $38,487 $35,323 $ 36,415
======= ======= ======= ======= ======= =======
Ratio of earnings to fixed
charges 3.12 4.13 4.81 4.23 4.29 3.74
======= ======= ======= ======= ======= =======
</TABLE>
<PAGE>
