Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
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. [X]
_________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to be Price Offering Registration
to be Registered Registered Per Unit (1) Price (1) Fee
Debentures . . . $60,000,000 100% $60,000,000 $17,700
(1) Estimated in accordance with Rule 457(a) under the Securities Act of
1933 solely for purposes of calculating the registration fee.
________________________
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 JULY 31, 1998
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.
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 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 SUCH STATE.
Merrill Lynch & Co.
Robert W. Baird & Co. Legg Mason Wood Walker
Incorporated Incorporated
The date of this Prospectus is , 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 Report on Form 10-Q for the quarter
ended March 31, 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 March 31, 1998 and
for the last five years:
Year Ended December 31,
Twelve Months
Ended March 31,
1998 1997 1996 1995 1994 1993
3.81 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.
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 and, if given or made,
such information or representations must not be relied upon as having
been authorized. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances create any implication
that there has been no change in the affairs of the Company since the
date hereof. This Prospectus does not constitute an offer or
solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the 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
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
__________
PROSPECTUS
__________
Merrill Lynch & Co.
Robert W. Baird & Co. Legg Mason Wood Walker
Incorporated Incorporated
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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Madison, State of Wisconsin, on
July 31, 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 July 31, 1998
Erroll B. Davis, Jr. and Director (Principal
Executive Officer)
/s/ Edward M. Gleason Vice President-Treasurer July 31, 1998
Edward M. Gleason and Corporate Secretary
(Principal Financial
Officer)
/s/ John E. Ebright Vice President-Controller July 31, 1998
John E. Ebright (Principal Accounting
Officer)
Alan B. Arends* Director July 31, 1998
Rockne G. Flowers* Director July 31, 1998
Joyce L. Hanes* Director July 31, 1998
Lee Liu* Director July 31, 1998
Katharine C. Lyall* Director July 31, 1998
Arnold M. Nemirow* Director July 31, 1998
Milton E. Neshek* Director July 31, 1998
Jack R. Newman* Director July 31, 1998
Judith D. Pyle* Director July 31, 1998
Robert D. Ray* Director July 31, 1998
David Q. Reed* Director July 31, 1998
Robert W. Schlutz* Director July 31, 1998
Wayne H. Stoppelmoor* Director July 31, 1998
Anthony R. Weiler* Director July 31, 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.
EXHIBIT (5)
FOLEY & LARDNER
A T T O R N E Y S A T L A W
FIRSTAR CENTER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5367
A MEMBER OF GLOBALEX
WITH MEMBER OFFICES IN
MADISON BERLIN
CHICAGO TELEPHONE (414) 271-2400 BRUSSELS
WASHINGTON, D.C. DRESDEN
JACKSONVILLE TELEX 26-819 FRANKFURT
ORLANDO LONDON
TALLAHASSEE (FOLEY LARD MIL) PARIS
TAMPA SINGAPORE
WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART
TAIPEI
WRITER'S DIRECT LINE
July 31, 1998
Wisconsin Power and Light Company
222 West Washington Avenue
Madison, Wisconsin 53703
Ladies and Gentlemen:
We have acted as counsel for Wisconsin Power and Light Company,
a Wisconsin corporation (the "Company"), in connection with the
preparation of a Registration Statement on Form S-3, including the
Prospectus constituting a part thereof (such Registration Statement is
referred to herein as the "Registration Statement"), as filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), and relating to the issuance and sale of
up to $60,000,000 principal amount of unsecured debt securities (the
"Debentures") by the Company in the manner set forth in the Registration
Statement. The Debentures may be offered from time to time in one or more
series. Each series of Debentures will be issued under the Indenture,
dated as of June 20, 1997, between the Company and Firstar Trust Company,
as Trustee (the "Unsecured Debt Indenture"), and a supplemental indenture
(the "Supplemental Indenture") or an officers' certificate (the "Officers'
Certificate"), as the case may be, providing for the issuance of such
series.
In connection with our representation, we have examined: (a)
the Registration Statement, including the Prospectus; (b) the exhibits
(including those incorporated by reference) constituting a part of said
Registration Statement; (c) the Restated Articles of Organization and
Bylaws of the Company, as amended to date; and (d) such other proceedings,
documents and records as we have deemed necessary to enable us to render
this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a validly existing corporation under the
laws of the State of Wisconsin.
2. The Debentures when executed, authenticated and issued in
accordance with the resolutions adopted by the Board of Directors of the
Company on April 21, 1998 and in the manner and for the consideration
contemplated by the Registration Statement will be legally issued, and
valid and binding obligations of the Company enforceable in accordance
with their terms, except as enforcement thereof may be limited by
bankruptcy or other applicable laws affecting the enforcement of
creditors' rights generally or the application of equitable principles;
provided, that prior to the issuance of the Debentures, there shall be
taken various proceedings in the manner contemplated by us as counsel,
which include the following:
(a) The completion of the requisite procedure under the
applicable provisions of the Securities Act and the Trust
Indenture Act of 1939, as amended;
(b) The completion of the requisite procedure relating to
the authorization by the Public Service Commission of Wisconsin
of the issuance and sale of the Debentures;
(c) The further authorization by the Board of Directors of
the Company or a specified senior executive officer of the
Company of the Supplemental Indenture or the Officers'
Certificate, as the case may be, relating to the applicable
series of Debentures, issuance of the Debentures and related
matters; and
(d) The execution and delivery of the Supplemental
Indenture or the Officers' Certificate, as the case may be, and
the filing of other documents and the taking of other actions
provided in the Unsecured Debt Indenture with respect to the
issuance of additional Debentures thereunder.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the references to our firm therein. In
giving our consent, we do not admit that we are "experts" within the
meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
FOLEY & LARDNER
EXHIBIT (12)
WISCONSIN POWER AND LIGHT COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)
<TABLE>
<CAPTION>
Twelve Months Year Ended December 31,
Ended March 31,
1998 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Income before interest
expense $ 98,465 $ 103,841 $113,957 $112,473 $102,643 $96,381
Add:
Federal and state income
taxes 36,959 41,839 53,808 45,606 44,727 35,667
Estimated interest
component of rental
payments 3,486 3,524 4,313 4,666 4,175 4,139
------- ------- ------- ------- ------- -------
Earnings, as adjusted $ 138,910 $ 149,204 $172,078 $162,745 $151,545 $136,187
======= ======= ======= ======= ======= =======
Fixed charges:
Interest on bonds $29,897 $ 28,964 $26,906 $28,647 $28,796 $28,422
Other interest expense 3,088 3,643 4,566 5,174 2,352 3,854
Estimated interest
component of rental
payments 3,486 3,524 4,313 4,666 4,175 4,139
------- ------- ------- ------- ------- -------
Total fixed charges $ 36,471 $36,131 $35,785 $38,487 $35,323 $ 36,415
======= ======= ======= ======= ======= =======
Ratio of earnings to fixed
charges 3.81 4.13 4.81 4.23 4.29 3.74
======= ======= ======= ======= ======= =======
</TABLE>
EXHIBIT (23.1)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January
30, 1998 included in the Wisconsin Power and Light Company Form 10-K for
the year ended December 31, 1997 and to all references to our firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
July 31, 1998
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Alan B. Arends
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of unsecured debt securities to be issued
and sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the unsecured debt securities under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of July, 1998.
/s/ Alan B. Arends
Alan B. Arends
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Rockne G. Flowers
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of unsecured debt securities to be issued
and sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the unsecured debt securities under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of July, 1998.
/s/ Rockne G. Flowers
Rockne G. Flowers
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Joyce L. Hanes
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of unsecured debt securities to be issued
and sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the unsecured debt securities under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of July, 1998.
/s/ Joyce L. Hanes
Joyce L. Hanes
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Lee Liu
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of unsecured debt securities to be issued
and sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the unsecured debt securities under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of July, 1998.
/s/ Lee Liu
Lee Liu
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Katharine C. Lyall
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of unsecured debt securities to be issued
and sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the unsecured debt securities under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of July, 1998.
/s/ Katharine C. Lyall
Katharine C. Lyall
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Arnold M. Nemirow
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of unsecured debt securities to be issued
and sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the unsecured debt securities under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of July, 1998.
/s/ Arnold M. Nemirow
Arnold M. Nemirow
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Milton E. Neshek
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of unsecured debt securities to be issued
and sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the unsecured debt securities under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of July, 1998.
/s/ Milton E. Neshek
Milton E. Neshek
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Jack R. Newman
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of unsecured debt securities to be issued
and sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the unsecured debt securities under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of July, 1998.
/s/ Jack R. Newman
Jack R. Newman
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Judith D. Pyle
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of unsecured debt securities to be issued
and sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the unsecured debt securities under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of July, 1998.
/s/ Judith D. Pyle
Judith D. Pyle
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Robert D. Ray
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of unsecured debt securities to be issued
and sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the unsecured debt securities under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of July, 1998.
/s/ Robert D. Ray
Robert D. Ray
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
David Q. Reed
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of unsecured debt securities to be issued
and sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the unsecured debt securities under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of July, 1998.
/s/ David Q. Reed
David Q. Reed
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Robert W. Schlutz
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of unsecured debt securities to be issued
and sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the unsecured debt securities under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of July, 1998.
/s/ Robert W. Schlutz
Robert W. Schlutz
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Wayne H. Stoppelmoor
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of unsecured debt securities to be issued
and sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the unsecured debt securities under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of July, 1998.
/s/ Wayne H. Stoppelmoor
Wayne H. Stoppelmoor
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Anthony R. Weiler
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and all
capacities, to sign my name as a director of Wisconsin Power and Light
Company (the "Company") to the Registration Statement on Form S-3, and any
amendments (including post-effective amendments) or supplements thereto,
relating to a public offering of unsecured debt securities to be issued
and sold by the Company, and to file said Registration Statement, and any
amendment (including any post-effective amendment) or supplement thereto,
with the Securities and Exchange Commission in connection with the
registration of the unsecured debt securities under the Securities Act of
1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each of them, have done or shall lawfully do by virtue of this
Power of Attorney.
WITNESS my hand this 22nd day of July, 1998.
/s/ Anthony R. Weiler
Anthony R. Weiler
Securities and Exchange Commission
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of a Trustee
Pursuant to Section 305(b)(2) _________
FIRSTAR TRUST COMPANY
(Exact name of trustee as specified in its charter)
Wisconsin 39-0281260
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U. S. National Bank) Identification Number)
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)
Kevin C. Schuller, Vice President and Assistant Secretary
Firstar Trust Company
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Telephone (414) 765-5725
(Name, address, and telephone number of agent for service)
Wisconsin Power and Light Company
(Exact name of obligor as specified in its charter)
Wisconsin 39-0714890
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
222 West Washington Avenue
Madison, Wisconsin 53703
(Address of principal executive offices) (Zip Code)
Unsecured Debt Securities
(Title of indenture securities)
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Office of Commissioner of Banking, Madison, Wisconsin
Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The corporate trustee is authorized to exercise corporate
trust powers.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee.
Item 3. Voting Securities of the Trustee.
Furnish the following information as to each class of voting
securities of the trustee:
As of July 23, 1998
Col. A Col. B
Title of class Amount outstanding
Per General Instruction B to Form T-1, no response is required to
this item as the obligor is not presently in default.
Item 4. Trusteeships under Other Indentures.
If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or participation
in any other securities, of the obligor are outstanding, furnish
the following information:
(a) Title of the securities outstanding under each such other
indenture.
Per General Instruction B to Form T-1, no response is
required to this item as the obligor is not presently in
default.
(b) A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of
Section 310(b)(1) of the Act arises as a result of the
trusteeship under any such other indenture, including a
statement as to how the indenture securities will rank as
compared with the securities issued under such other
indenture.
Per General Instruction B to Form T-1, no response is
required to this item as the obligor is not presently in
default.
Item 5. Interlocking Directorates and Similar Relationships with the
Obligor or Underwriters.
If the trustee or any of the directors or executive officers of
the trustee is a director, officer, partner, employee, appointee,
or representative of the obligor or of any underwriter for the
obligor, identify each such person having any such connection and
state the nature of each such connection.
Per General Instruction B to Form T-1, no response is required to
this item as the obligor is not presently in default.
Item 6. Voting Securities of the Trustee Owned by the Obligor or its
Officials.
Furnish the following information as to the voting securities of
the trustee owned beneficially by the obligor and each director,
partner, and executive officer of the obligor:
As of July 23, 1998
Col. A Col. B Col. C Col. D
Name of owner Title of class Amount owned Percentage of
beneficially voting securities
represented by
amount given
in Col. C
Per General Instruction B to Form T-1, no response is required to
this item as the obligor is not presently in default.
Item 7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.
Furnish the following information as to the voting securities of
the trustee owned beneficially by each underwriter for the obligor
and each director, partner, and executive officer of each such
underwriter:
As of July 23, 1998
Col. A Col. B Col. C Col. D
Name of owner Title of class Amount owned Percentage of
beneficially voting securities
represented by
amount given
in Col. C
Per General Instruction B to form T-1, no response is required to
this item as the obligor is not presently in default.
Item 8. Securities of the Obligor Owned or Held by the Trustee.
Furnish the following information as to securities of the obligor
owned beneficially or held as collateral security for obligations
in default by the trustee:
As of July 23, 1998
Col. A Col. B Col. C Col. D
Title of class Whether Amount owned Percent of
the securities beneficially or held class represented
are voting as collateral security by amount given
or nonvoting for obligations in Col. C
securities in default
Per General Instruction B to Form T-1, no response is required to
this item as the obligor is not presently in default.
Item 9. Securities of Underwriters Owned or Held by the Trustee.
If the trustee owns beneficially or holds as collateral security
for obligations in default any securities of an underwriter for
the obligor, furnish the following information as to each class of
securities of such underwriter any of which are so owned or held
by the trustee:
As of July 23, 1998
Col. A Col. B Col. C Col. D
Name of Amount Amount owned Percent of
issuer and outstanding beneficially or held class represented
title of class as collateral security by amount given
for obligations in in Col. C
default by trustee
Per General Instruction B to Form T-1, no response is required to
this item as the obligor is not presently in default.
Item 10. Ownership or Holdings by the Trustee of Voting Securities of
Certain Affiliates or Security Holders of the Obligor.
If the trustee owns beneficially or holds as collateral security
for obligations in default voting securities of a person who, to
the knowledge of the trustee (1) owns 10 percent or more of the
voting securities of the obligor or (2) is an affiliate, other
than a subsidiary, of the obligor, furnish the following
information as to the voting securities of such person:
As of July 23, 1998
Col. A Col. B Col. C Col. D
Name of Amount Amount owned Percent of
issuer and outstanding beneficially or held class represented
title of class as collateral security by amount given
for obligations in in Col. C
default by trustee
Per General Instruction B to Form T-1, no response is required to
this item as the obligor is not presently in default.
Item 11. Ownership or Holdings by the Trustee of any Securities of a
Person Owning 50 Percent or More of the Voting Securities of the
Obligor.
If the trustee owns beneficially or holds as collateral security
for obligations in default any securities of a person who, to
the knowledge of the trustee, owns 50 percent or more of the
voting securities of the obligor, furnish the following
information as to each class of securities of such person any of
which are so owned or held by the trustee:
As of July 23, 1998
Col. A Col. B Col. C Col. D
Name of Amount Amount owned Percent of
issuer and outstanding beneficially or held class represented
title of class as collateral security by amount given
for obligations in in Col. C
default by trustee
Per General Instruction B to Form T-1, no response is required to
this item as the obligor is not presently in default.
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to
the trustee, furnish the following information:
As of July 23, 1998
Col. A Col. B Col. C
Nature of indebtedness Amount outstanding Date due
Per General Instruction B to Form T-1, no response is required to
this item as the obligor is not presently in default.
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to
the securities under this indenture. Explain the nature of
any such default.Per General Instruction B to Form T-1, no
response is required to this item as the obligor is not
presently in default.
(b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding
series of securities under the indenture, state whether there
has been a default under any such indenture or series,
identify the indenture or series affected, and explain the
nature of any such default.
Per General Instruction B to Form T-1, no response is
required to this item as the obligor is not presently in
default.
Item 14. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each
such affiliation.
Per General Instruction B to Form T-1, no response is required to
this item as the obligor is not presently in default.
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee
is authorized to act as sole trustee under indentures qualified or
to be qualified under the Act. Not applicable
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of
eligibility.
1. A copy of the Articles of Association of Firstar Trust
Company (f/k/a First Wisconsin Trust Company) as now in
effect (filed herewith).
2. Certificate of authority of the Trustee to commence business
(contained in Exhibit 1).
3. Authorization of the Trustee to exercise trust powers
(contained in Exhibit 1).
4. A copy of the existing By-laws of Firstar Trust Company
(f/k/a First Wisconsin Trust Company) (filed herewith).
6. The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939 (filed herewith).
7. A copy of the latest report of condition of the Trustee
published pursuant to law or the requirement of its
supervising or examining authority (filed herewith).
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Firstar Trust Company, a corporation organized and existing under
the laws of the State of Wisconsin, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Milwaukee, and State of Wisconsin, on the
23rd day of July, 1998.
FIRSTAR TRUST COMPANY
(Trustee)
By:/s/ Amy E. Nolde
Amy E. Nolde Assistant Vice President
(Name and title)
By:/s/ Pamela Warner
Pamela Warner, Assistant Secretary
(Name and title)
<PAGE>
EXHIBIT I
Sec. 221.12, Wis. Stats.
STATE OF WISCONSIN
OFFICE OF COMMISSIONER OF BANKING
101 E WILSON ST, 5th FLOOR - P.O. BOX 7876
MADISON, WISCONSIN 53707-7876
Telephone (608) 266-1621 Fax (608) 267-6889
AMENDMENT TO ARTICLES OF INCORPORATION
CERTIFICATION
I, Richard L. Dean, Commissioner of Banking of the State of Wisconsin, do
hereby certify that an amendment to the
Articles of Incorporation of the
Firstar Trust Company, Milwaukee, Wisconsin
(Bank) (Location)
of which a duly verified copy is hereto attached, was approved by the
Office of Commissioner of Banking on the 5th day of February, 1996.
This amendment relates to
CHANGE IN BOARD OF DIRECTORS
and was adopted by the stockholders of the above bank on the 29th day of
January, 1996.
IN TESTIMONY WHEREOF, I have hereunto set my hand
and affixed my official seal. Done at my office
in the City of Madison this 5th day of February,
1996.
__________________________________________
Richard L. Dean
Commissioner of Banking
NOTE: TO BE RECORDED BY THE REGISTER OF DEEDS TOGETHER WITH THE ATTACHED
COPY OF THE AMENDMENT.
<PAGE>
amendment to Articles of Incorporation
________________________
Which Articles were filed/recorded in the office of the Register of Deeds
for Milwaukee County on July 6, 1903. Recorded in Volume S of
Corporations, Page(s) 134-137 as Document Number ________________________.
We, Robert L. Webster as President, and James D. Hintz as Cashier of
Firstar Trust Company do hereby certify that the following amendment to
the Articles of Incorporation of this bank was approved at the annual or
special meeting of the stockholders of the bank, called for that purpose
and held pursuant to the provisions of law, in the office of the bank in
Milwaukee, Wisconsin, on January 29, 1996; and the said amendment was duly
adopted by the affirmative vote of two-thirds of the 10,000 shares of
outstanding capital stock, with 9,995 votes cast in the affirmative and 0
votes cast in the negative; and the following resolutions were adopted:
RESOLVED That the Articles of Incorporation be amended by striking out
the text of Article Fourth reading:
"The Board of Directors shall consist of such number of individuals, not
less than fifteen nor more than sixty, as from time to time shall be
prescribed in the By-laws, at least two-thirds of whom shall be residents
of Wisconsin and the majority of whom shall be residents of Milwaukee
County or adjacent counties. Each of said directors shall be elected for
a term of one year and until his successor has been elected and
qualified."
And inserting in lieu thereof the following paragraph:
"The Board of Directors shall consist of such number of individuals, not
less than five nor more than thirty, as from time to time shall be
prescribed in the By-laws, at least two-thirds of whom shall be residents
of Wisconsin. Each of said directors shall be elected for a term of one
year and until his successor has been elected and qualified.
"It was further resolved, That the President and Cashier of said bank be
authorized, under the seal of the corporation, to file the proper
certificates of such amendments with the Commissioner of Banking as
provided by law."
We, Robert L. Webster, President, and James D.
Hintz, Cashier of the above-named bank, do
solemnly swear that the foregoing is true to the
best of our knowledge and belief.
STATE OF WISCONSIN
ss.
COUNTY OF MILWAUKEE
Subscribed and sworn to before me this 30 day of January, 1996.
Diane M. Rampacek, Notary Public. My commission expires 1/3/99.
<PAGE>
EXHIBIT 1
STATE OF WISCONSIN
OFFICE OF COMMISSIONER OF BANKING
BANKS DIVISION
POST OFFICE BOX 7876
MADISON, WISCONSIN 53707-7876
(Telephone: 608-266-1621)
AMENDMENT TO ARTICLES
CERTIFICATION
I, Toby E. Sherry, Commissioner of Banking of the State of Wisconsin, do
hereby certify that an amendment to the original Articles of Incorporation
of First Wisconsin Trust Company, Milwaukee, Wisconsin, of which a duly
verified copy is hereto attached, was on the 17th day of August, A.D.
1992, approved and filed in the Office of Commissioner of Banking. This
amendment relates to corporate name and was adopted by stockholders of the
above bank on July 16, 1992.
IN TESTIMONY WHEREOF, I have set my handand
affixed my official seal. Done at my office
inthe City of Madison this 17th day of August,
A.D.1992.
Toby E. Sherry
Commissioner of Banking
IMPORTANT: TO BE RECORDED BY THE REGISTER OF DEEDS TOGETHER WITH
THEATTACHED COPY OF THE AMENDMENT
We, Robert L. Webster as President, and James D. Hintz as Cashier of First
Wisconsin Trust Company do hereby certify that the foregoing is a true
copy of an amendment to the Articles of Incorporation of this bank and
that at the annual or special meeting of the stockholders of the bank,
called for that purpose and held pursuant to the provisions of law, in the
office of the bank in the City of Milwaukee, State of Wisconsin, on the
16th day of July, A.D. 1992, the said amendment was duly adopted by the
affirmative vote of two-thirds of all capital stock outstanding; that the
majority stockholder was present or represented at said meeting; that the
entire number of shares outstanding is 10,000; that the number of shares
represented at the meeting was 9,952; that upon the adoption of such
resolution 9,952 votes were cast in the affirmative; one vote for each
share, and that 0 votes were cast in the negative.
ss.
In Testimony Whereof, First Wisconsin Trust Company has caused these
presents to be executed by the President and Cashier thereof and the
corporate seal of said bank is hereunto affixed this 28th day of July,
A.D. 1992, by its authority.
First Wisconsin Trust Company
In presence of
Sharon L. Gazzana By Robert L. Webster, President
Sandra L. Belongia James Hintz, Cashier
State of Wisconsin
Milwaukee County
Personally came before me this 28th day of July, A.D. 1992,
Robert L. Webster as President, and James D. Hintz as Cashier of the First
Wisconsin Trust Company, who are to me known to be such President and
Cashier, respectively, and to be the persons who executed the foregoing
instrument, and acknowledged the same as such officers, for the purposes
therein mentioned.
Diane M. Rampacek
Notary Public
Milwaukee County, Wisconsin
My commission expires 1/3/99
<PAGE>
Amendment to Articles of Incorporation
Which Articles were filed/recorded in the office of the Register of Deeds
for Milwaukee County on the 6th day of July, 1903. Recorded in Volume S
of Corporations, Page 134.
At a meeting of the stockholders of First Wisconsin Trust Company of
Milwaukee, Wisconsin, held at the office of said bank in said City on the
16th day of July, A.D. 1992, at 9:30 o'clock A.M., of that day, which
meeting was called for the purpose of amending the Articles of
Incorporation of said bank, and at which meeting 9,952 shares of the
capital stock of said bank were duly represented, the following
resolutions were adopted:
"Resolved That the Articles of Incorporation of the bank be amended by
striking out the paragraph relating to the name reading as follows:
"The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY, and
its location shall be at the City and County of Milwaukee and State of
Wisconsin."
And Inserting in lieu thereof the following paragraph:
"The title of the Corporation shall be Firstar Trust Company, and its
location shall be at the City and County of Milwaukee and State of
Wisconsin."
"It was further resolved, That the President and Cashier of said bank be
authorized, under the seal of the Corporation, to file proper certificates
of such amendment with the Commissioner of Banking as provided by law."
<PAGE>
ARTICLES OF ASSOCIATION
OF FIRSTAR TRUST COMPANY
MILWAUKEE, WISCONSIN
KNOW ALL MEN BY THESE PRESENTS, that we, Frederick Pabst, L.J. Petit,
Frederick Kasten, Oliver C. Fuller, and Edward P. Vilas, of the City and
County of Milwaukee and State of Wisconsin, have associated and do hereby
associate for the purpose of forming a corporation, to wit, a trust
company bank under and pursuant to the privileges and restrictions of the
statutes of the State of Wisconsin, in that behalf made and provided; and
particularly Chapters 221 and 223 of said statutes, and thereto adopt the
following:
Article 1
The purpose and business of this corporation shall be those of both a
state bank and a trust company bank as defined by Wisconsin law, this
corporation being a trust company bank which has been converted into a
state bank in accordance with such law.
Article 2
The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY," and
its location shall be at the City and County of Milwaukee and State of
Wisconsin.
Article 3
The capital stock of this Corporation shall be One Million Dollars
($1,000,000), divided into ten thousand (10,000) shares of the par value
of One Hundred Dollars ($100) each.
Article 4
The Board of Directors shall consist of such number of individuals, not
less than fifteen nor more than sixty, as from time to time shall be
prescribed in the By-laws, at least two-thirds of whom shall be residents
of Wisconsin and the majority of whom shall be residents of Milwaukee
County or adjacent counties. Each of said directors shall be elected for
a term of one year and until his successor has been elected and qualified.
In witness whereof, we have hereunto subscribed our names at Milwaukee,
Wisconsin, on this first day of July, A.D. 1903.
(Signed) Frederick Pabst
L.J. Petit
Fred Kasten
Oliver C. Fuller
Edward P. Vilas
State of Wisconsin
Milwaukee County
On this first day of July, A.D. 1903, personally appeared before me the
above signed Frederick Pabst, L.J. Petit, Frederick Kasten, Oliver C.
Fuller, and Edward P. Vilas, to me known to be the persons who executed
the foregoing instrument and severally acknowledge the same.
My commission will expire on the 30th day of December, 1906.
(Signed) W.L. Cheney
Notary Public
Milwaukee County,
Wisconsin
<PAGE>
EXHIBIT 4
As Amended through February 19, 1997
RESTATED BY-LAWS OF
FIRSTAR TRUST COMPANY
ADOPTED JANUARY 15, 1963
Article 1
The annual meeting of this Corporation for the election of its directors
and the transaction of its general business shall be held on the third
Thursday of February at the general office of this Corporation in the City
of Milwaukee, at 8 o'clock in the morning, or at such other hour and place
in the City of Milwaukee as shall be designated by the Board of Directors.
If any hour other than 8 o'clock in the morning or any place other than
the general office of this Corporation shall be so designated, notice
thereof shall be given by mailing the same to each stockholder at his last
known address at least ten (10) days prior to the holding of said meeting.
Article 2
Special meetings of the stockholders of this Corporation shall be held in
the City of Milwaukee and may be called at any time by order of the
Chairman of the Board, the President, or one of the Vice Presidents, or by
the Board of Directors, by mailing to each stockholder at his last known
address at least ten (10) days prior to the date of the holding of such
special meeting, a notice specifying the time and place of such special
meeting and the business to be transacted thereat, and no other business
shall be transacted at said meeting.
Article 3
Section 1. Every stockholder may vote and participate at any meeting of
stockholders, either in person or by proxy. No proxy shall be recognized
unless the same shall be in writing, subscribed by the stockholder nor
unless filed with the Secretary prior to the meeting. No active or
salaried officer may act as a proxy for a stockholder.
Section 2. The Cashier shall maintain a stock book showing the name,
residence, and number of shares held by each stockholder, which shall at
all times, during the usual hours for transacting business, be subject to
inspection by the officers, directors, and stockholders of the Company.
Article 4
Section 1. The Board of Directors shall consist of not less than five nor
more than thirty directors, the number of directors to be determined by
resolution adopted at each annual stockholders' meeting, or at any special
stockholders' meeting duly called for such purpose. On and after January
1, 1978, no person shall be eligible to be elected or re-elected as a
member of the Board of Directors if he shall have attained 70 years of age
at the date of election.
Section 2. The election of directors by the stockholders shall be by
ballot or other method as shall be adopted by the stockholders by
resolution or motion adopted at the stockholders' meeting.
Section 3. A majority of the Board of Directors shall constitute a quorum
for the transaction of business; provided that the directors may, once in
six (6) months, designate by resolution nine (9) members, any five (5) of
whom shall constitute a quorum.
Section 4. Minutes of each meeting of the Board of Directors shall
disclose the date and location of such meeting, and the names of directors
absent; shall be subscribed by the presiding officer; and shall be
approved by the Board of Directors at the next succeeding meeting, the
minutes of which shall show such fact.
Section 5. A regular meeting of the Board of Directors shall be held at
the general office of this Corporation in the City of Milwaukee at least
once each calendar quarter, immediately following the annual meeting of
the shareholders of this Corporation on the third Thursday of February, at
8:00 a.m. on the third Thursday of May, August and November of each year,
or at such other time or place as shall from time to time, be designated
by the president or by resolution of the Board of Directors. If any other
time or any place other than the general office of this Corporation shall
be so designated, notice thereof shall be given by mailing the same to
each director at his last known address at least two (2) days prior to the
holding of said meeting.
Section 6. Special meetings of the Board of Directors shall be held at
the general office of the Corporation in the City of Milwaukee or at such
other place in the City of Milwaukee as shall be designated, and may be
called by order of the Chairman of the Board, the President, or by any two
of the directors by mailing notice of such meeting and the designated time
and place thereof to each of the directors at his last known address two
(2) days prior to the holding of such meeting.
Article 5
Section 1. An Executive Committee consisting of the Chairman of the
Board, the President, and not less than six (6) or more than twelve (12)
other directors may be appointed by the Board of Directors to serve until
their successors shall be appointed, and such Executive Committee shall
direct the management of the affairs of this Corporation in the interim
between meetings of the Board of Directors, subject to the control of the
Board. The Chairman of the Board, or in his absence (through failure of
the Board of Directors to elect a Chairman or otherwise), the President,
shall preside at meetings of the Executive Committee. The person from
time to time elected Secretary of the Board shall also serve as Secretary
of the Executive Committee.
Section 2. Meetings of the Executive Committee may be held at any time
when the Board of Directors is not in session, and may be prescribed by
the Board of Directors or may be called by order of the Chairman of the
Board, the President, or by any two (2) members of the Executive
Committee, by mailing notice of such meeting designating the time and
place thereof, addressed to each member of the Committee at his last known
address two (2) days prior to the holding of such meeting, or by personal
notice thereof given a sufficient length of time before such meeting to
enable members to attend.
Section 3. The Executive Committee shall keep full and true minutes of
all business transacted at each meeting and shall submit its report
together with a copy of the minutes of its proceedings to the Board of
Directors at its next meeting thereafter.
Section 4. The Board of Directors shall appoint Trust Investment
Committee consisting of at least two (2) officers and at least four (4)
directors who are not officers, which Committee shall meet at the general
office of the Corporation at least once each calendar quarter, at 8:00
a.m. on the third Thursday of January, March, June and December of each
year, or at such other time or place as shall from time to time be
designated by the President or by resolution of the Board of Directors.
If any hour other than 8:00 in the morning or any place other than the
general office of this Corporation shall be so designated, notice thereof
shall be given by mailing the same to each committee member at his last
known address at least two (2) days prior to the holding of said meeting.
The Trust Investment Committee shall have such duties and authority as the
Board of Directors shall from time to time prescribe. Members of such
committee shall serve for such periods as the Board shall from time to
time prescribe..
Section 5. The Board of Directors may appoint a Loan Committee consisting
of two (2) or more directors, which, if appointed, shall meet at least
once calendar quarter at such time and place as shall from time to time be
designated by the resolution of the Board of Directors, and shall
determine policies as to renewals and applications for new loans. All
loans in excess of the amount officers designated by the Board have been
authorized by resolution to make shall be presented to the Loan Committee
(or, if the Loan Committee has not been appointed, to the Board of Directs
or the Executive Committee) for approval. The Board of Directors may by
resolution designate officers who may make loans without the prior
approval of the Loan Committee or the Board, subject to the provisions of
the Wisconsin Statutes, the regulations of the Commissioner of Banks, and
these By-laws.
Section 6. Each year the Board of Directors shall appoint, from among its
members, an Examining Committee consisting of at least three (3)
directors, which upon receipt of a report of examination of the
Corporation by the Division of Banking, shall have the duties specified
in 221.0611(2), Wis. Stats... The Examining Committee shall also study
and, if it deems necessary, recommend corrective action in response to any
criticisms or suggestions contained in, reports of examination prepared by
any other regulatory agency or the Firstar Corporation Auditing or
Compliance areas, and shall perform such other duties as shall be
prescribed from time to time by resolution of the Board of Directors.
Meetings of the Examining Committee shall be called by the President as
needed, and notice of a meeting shall be given by mailing the same to each
committee member at his last known address at least two (2) days prior to
the holding of said meeting.
Section 7. The Board of Directors shall have the power to set the banking
hours of this bank, subject to the provisions of the Wisconsin Statutes
and the regulations of the Commissioner of Banks. Certified copies of all
resolutions of the Board pertaining to banking hours shall be furnished to
the State Banking Department.
Section 8. A detailed statement of all current expenses and taxes paid
shall be presented to the Board in writing every month, or more often if
required by the Board.
Article 6
A written waiver signed by any director or member of any committee shall
be the equivalent of due notice to him of any meeting therein mentioned.
Actual attendance at or participation in any meeting by any director or
member of any committee waives any required notice unless the director or
member, at the beginning of the meeting or promptly upon his arrival,
objects to holding the meeting or transacting business at the meeting and
does not thereafter vote for or assent to action taken at the meeting.
Article 7
Directors and members of committees appointed by the Board of Directors,
except directors or members who are salaried officers or employees of this
Corporation, shall be paid such fees for services and attendance at
meetings as the Board of Directors shall from time to time prescribe.
Article 8
Section 1. The general officers of this Corporation shall be a president,
two or more vice presidents, a cashier and one or more assistant cashiers,
a secretary and one or more assistant secretaries, one or more trust
officers, and such other officers as may be appropriate for the
transaction of its business. The officers of this Corporation shall be
elected by a viva voce vote of the Board of Directors unless objection is
made, whereupon such election shall be by ballot; provided, however, that
whenever he deems it appropriate to take such action in the interim
periods between meetings of the Board of Directors, the president may
appoint any other officer. Any appointment made by the president shall
take effect immediately but shall be reported and confirmed at the next
regular meeting of the Board of Directors. The Chairman of the Board, if
there be one, the senior executive officer in charge of conducting the
business of this Corporation and the officer in charge of the Trust
Department of this Corporation shall be chosen from among the directors.
Section 2. The Board of Directors and, with respect to other officers and
to the extent not inconsistent with actin taken by the Board of Directors,
the president, shall have authority to define the duties and obligations
of all officers, and to fill vacancies in offices. The Board of Directors
and, with respect to other officers appointed by him and to the extent not
inconsistent with action taken by the Board of Directors, the president,
shall have the authority to fix the compensation of officers, to dismiss
them at pleasure, and to require any officer to provide a satisfactory
bond for the faithful performance of his duties. Unless otherwise
prescribed by the Board of Directors or, with respect to other officers,
the president, each officer shall have the duties and authority prescribed
by law or ordinarily incidental to his office in similar corporations.
Section 3. The Board of Directors shall designate the officer to be the
chief executive officer in charge of the Trust Department of this
Corporation. All fiduciary powers of this Corporation shall be exercised
through such officer who shall be generally responsible for and supervise
and direct the activities of the Trust Department and do and perform all
acts and things necessary and proper in carrying on the business of the
Trust Department in accordance with the provisions of applicable laws and
regulations and the directions of the Board of Directors, appropriate
committees of the Board and his superior officers and shall cause to be
kept under his supervision books of account of the transactions of this
Corporation in a fiduciary capacity.
Section 4. The executive officers shall have authority to employ and
discharge all necessary agents and servants of this Corporation whose
appointments shall not be provided for by the Board, to define their
duties, and to fix their compensations.
Article 9
The Board of Directors may by resolution provide for this Corporation to
indemnify each director or officer, whether or not then in office, against
all expense and liability relating to a claim, action, suit, or proceeding
against him or to which he may be made a party by reason of his being or
having been a director or officer of this Corporation, or of any other
company which he served as a director of officer at the request of this
Corporation, except in any case where he was finally adjudged to have been
derelict in the performance of his duties as such director or officer.
Such resolution may include provisions for this Corporation (1) to assume
or provide at its expense and risk the defense or settlement of any such
action, (2) to purchase commercial insurance for the benefit of a director
or officer, including one adjudged guilty of negligence or misconduct, and
(3) to assume or share any additional expense or liability as the Board of
Directors deems warranted upon consideration of the circumstances.
Article 10
The Board of Directors may by resolution adopt emergency provisions to
prevail notwithstanding any contrary provisions of these By-laws, to take
effect when a state of emergency results in this Corporation being unable
to continue its normal functions under the direction of established
management or at its regular location (which provisions may include, but
shall not be limited to procedures for establishing temporary offices, an
emergency executive committee, and emergency officer succession).
Article 11
The shares of stock of this Corporation shall be transferable only on the
books of this Corporation upon surrender of the certificate issued
therefor.
Article 12
These by-laws may be altered, amended, or repealed in whole or in part in
any manner not inconsistent with the provisions of law at any time by a
resolution of the Board of Directors adopted at any regular or special
meeting of the Board, or by vote of the stockholders representing a
majority of the capital stock, such a vote to be taken at an annual or
special meeting.
<PAGE>
EXHIBIT 6
CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939
Firstar Trust Company, as Trustee herein named, hereby consents that
reports of examination of said Trustee by Federal and State authorities
may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
FIRSTAR TRUST COMPANY,
as Trustee
By: /s/ Amy E. Nolde
Amy E. Nolde, Assistant Vice President
(Name and title)
By: /s/ Pamela Warner
Pamela Warner, Assistant Secretary
(Name and title)
Dated: July 23, 1998
<PAGE>
EXHIBIT 7
FIRSTAR TRUST COMPANY
BALANCE SHEET
December 31,
'96 '97
$(000) $(000)
ASSETS
Cash and balances due from depository
institutions:
Noninterest-bearing balances 71,523 65,896
Interest-bearing balances 0 0
Securities 35,030 27,243
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold 151,887 60,651
Securities purchased under agreements
to resell 0 0
Loans and lease financing receivables:
Loans and leases, net of unearned
income 38,249 93,632
LESS: Allowance for loan and lease
losses 73 73
LESS: Allocated transfer risk reserve 0 0
------- -------
Loans and leases, net of unearned
income, allowance, and reserve 38,176 93,632
Assets held in trading accounts 0 0
Premises and fixed assets (including
capitalized leases) 1,984 5,379
Other real estate owned 0 0
Investments in unconsolidated
subsidiaries and associated companies 0 0
Customers' liability to this bank on
acceptances outstanding 0 0
Intangible assets 0 0
Other assets 17,422 24,329
------- -------
Total assets 316,022 277,130
======= =======
LIABILITIES
Deposits:
In domestic offices:
Noninterest-bearing 288,221 232,609
Interest-bearing 215 142
------- -------
Total domestic deposits 288,436 232,751
In foreign offices: 0 0
Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased 744 806
Securities sold under agreements to
repurchase 0 0
Demand notes issued to the U.S. Treasury 0 0
Other borrowed money 0 0
Mortgage indebtedness and obligations
under capitalized leases 0 0
Bank's liability on acceptances executed
and outstanding 0 0
Notes and debentures subordinated to
deposits 0 0
Other liabilities 7,131 8,814
------- --------
Total liabilities 296,311 242,371
Limited-life preferred stock 0 0
EQUITY CAPITAL
Perpetual preferred stock 0 0
Common stock 1,000 1,000
Surplus 12,638 12,924
Undivided profits and capital reserves 5,935 20,732
LESS: Net unrealized loss on marketable
equity securities 138 103
------- -------
Total equity capital 19,711 34,759
------- -------
Total liabilities, limited-life preferred
stock, and equity capital 316,022 277,130
======= =======
<PAGE>
FIRSTAR TRUST COMPANY
INCOME STATEMENT
December 31,
'96 '97
$(000) $(000)
Interest Income
Interest and fee income on loans:
Loans secured by real estate 14 1
Loans to finance agricultural
production and other loans to farmers 0 0
Commercial and industrial loans 155 92
Loans to individuals for household,
family, and other personal
expenditures:
Credit cards and related plans 0 0
Other 0 0
Loans to foreign governments and
official institutions 0 0
Obligations (other than securities and
leases) of states and political
subdivisions in the U.S.:
Taxable obligations 0 0
Tax-exempt obligations 0 0
All other loans 0 0
Income from lease financing
receivables:
Taxable leases 0 0
Tax-exempt leases 0 0
Interest income on balances due from
depository institutions 0 0
Interest and dividend income on
securities:
U.S. Treasury securities and U.S.
Government agency and corporation
obligations 2,254 1,952
Securities issued by states and
political subdivisions in the U.S.:
Taxable securities 0 0
Tax-exempt securities 38 36
Other domestic debt securities 34 0
Foreign debt securities 0 0
Equity securities (including
investments in mutual funds) 0 0
Interest income from assets held in
trading accounts 0 0
Interest income on federal funds sold
and securities purchased under
agreements
to resell 4,876 6,679
-------- -------
Total interest income 7,371 8,760
Interest expense
Interest on deposits:
Transaction accounts (NOW accounts, ATS
accounts, and telephone and
preauthorized transfer accounts) 0 0
Nontransaction accounts:
Money market deposit accounts (MMDAs) 0 0
Other savings deposits 7 5
Time certificates of deposit of
$100,000 or more 0 0
All other time deposits 0 0
Expense of federal funds purchased and
securities sold under agreements to
repurchase 47 227
Interest on demand notes issued to the
U.S. Treasury and on other borrowed
money 0 0
Interest on mortgage indebtedness and
obligations under capitalized leases 0 0
Interest on notes and debentures
subordinated to deposits 0 0
------- -------
Total interest expense 54 232
------- -------
Net interest income 7,317 8,528
Provisions:
Provision for loan and lease losses 0 0
Provision for allocated transfer risk 0 0
FIRSTAR TRUST COMPANY
INCOME STATEMENT (continued)
December 31,
'96 '97
$(000) $(000)
Noninterest income
Income from fiduciary activities 67,306 81,406
Service charges on deposit accounts 0 0
Trading gains (losses) and fees from
foreign exchange transactions 0 0
Other foreign transaction gains
(losses) 0 0
Gains (losses) and fees from assets
held in trading accounts 0 0
Other noninterest income:
Other fee income 729 446
All other noninterest income 3,735 3,855
------- -------
Total noninterest income 71,770 85,707
Gains (losses) on securities not held in
trading accounts 0 0
Noninterest expense
Salaries and employee benefits 25,803 29,507
Expenses of premises and fixed assets
(net of rental income) (excluding
salaries and employee benefits and
mortgage interest) 6,139 7,243
Other noninterest expense 24,457 32,708
------- -------
Total noninterest expense 56,399 69,458
------- -------
Income (loss) before taxes and
extraordinary items and other
adjustments 22,688 24,777
Applicable income taxes 9,162 9,980
------- -------
Income (loss) before extraordinary items
and other adjustments 13,526 14,797
Extraordinary items and other
adjustments:
Extraordinary items and other
adjustments, gross of income taxes 0 0
Applicable income taxes 0 0
------- -------
Extraordinary items and other
adjustments, net of income taxes 0 0
------- -------
Net income (loss) 13,526 14,797
======= =======
