UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from __________ to __________
Commission file number 1-9894
WPL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1380265
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
222 West Washington Avenue, Madison, Wisconsin 53703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (608) 252-3311
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock (Par Value $.01 Per Share) New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X
No
The aggregate market value of the voting stock held by nonaffiliates of
the registrant: $943,671,837 based upon the closing price as of January
31, 1993 of Common Stock, $.01 par value, on the New York Stock Exchange
as reported in the Wall Street Journal.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at January 31, 1994
Common Stock, $.01 par value 30,441,027 shares
Documents incorporated by reference:
Portions of the Company's 1994 Proxy Statement relating to its 1994 Annual
Meeting of Shareowners (to be filed with the Commission under Regulation
14A within 120 days after the end of the registrant's fiscal year) are
incorporated by reference into Part III hereof.
<PAGE>
The undersigned Registrant hereby amends Item 14 of its Annual Report
on Form 10-K for the fiscal year ended December 31, 1993 to provide in its
entirety as follows:
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) (1) and (2)
Consolidated Financial Statements of the Company
Included in Part II of this report:
Report of Independent Public Accountants on Schedules
Consolidated Statements of Income for the Years Ended
December 31, 1993, 1992 and 1991
Consolidated Balance Sheets, December 31, 1993 and 1992
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1993, 1992 and 1991
Consolidated Statements of Capitalization, December 31,
1993 and 1992
Consolidated Statements of Common Shareowners' Investment
Notes to Consolidated Financial Statements
Financial Statement Schedules of the Company
For each of the years ended December 31, 1993, 1992 and 1991
Schedule II. Amounts Receivable from Related Parties
Schedule III. Parent Company Financial Statements
Schedule V. Property Plant and Equipment
Schedule VI. Accumulated Provision for Depreciation
and Accumulated Amortization of Nuclear Fuel
Schedule VIII. Valuation and Qualifying Accounts and Reserves
Schedule X. Supplementary Income Statement Information
All other schedules are omitted because they are not applicable
or not required, or because that required information is shown
either in the consolidated financial statements or in the notes
thereto.
Wisconsin Power and Light Company
Employee Stock Ownership Plan Financial Statements and Schedules
Report of Independent Public Accountants
Statements of Net Assets Available for Benefits
as of December 31, 1993 and 1992
Statements of Changes in Net Assets Available
For Benefits for the Years Ended
December 31, 1993 and 1992
Notes to Financial Statements
Schedule I - Schedule of Reportable Transactions
Wisconsin Power and Light Company
Employees' Retirement Savings Plan A and Plan B
Financial Statements and Schedules
Plan A
Report of Independent Public Accountants
Statements of Net Assets Available for Benefits
as of December 31, 1993 and 1992
Statements of Changes in Net Assets Available
For Benefits for the Years Ended
December 31, 1993 and 1992
Notes to Financial Statements
Schedule I - Investments -
Pooled Fixed Income Funds as of December 31, 1993 and 1992
Schedule II - Allocation of Plan Assets and Liabilities to
Investment Funds as of December 31, 1993 and 1992
Schedule III - Allocation of Changes in Net Assets Available
for Benefits to Investment Funds for the Years Ended
December 31, 1993 and 1992
Schedule IV - Schedule of Reportable Transactions
Plan B
Report of Independent Public Accountants
Statements of Net Assets Available for Benefits
as of December 31, 1993 and 1992
Statements of Changes in Net Assets Available
For Benefits for the Years Ended
December 31, 1993 and 1992
Notes to Financial Statements
Schedule I - Investments -
Pooled Fixed Income Funds as of December 31, 1993 and 1992
Schedule II - Allocation of Plan Assets and Liabilities to
Investment Funds as of December 31, 1993 and 1992
Schedule III - Allocation of Changes in Net Assets Available
for Benefits to Investment Funds for the Years Ended
December 31, 1993 and 1992
Schedule IV - Schedule of Reportable Transactions
(a)(3) Exhibits Required by Securities and Exchange Commission
Regulation S-K
The following Exhibits are filed herewith or incorporated
herein by reference. Documents indicated by an asterisk
(*) are incorporated herein by reference.
3A* Restated Articles of Incorporation (Exhibit 4.1 to
the company's Form S-3 Registration Statement
No. 33-59972)
3B* By-Laws as revised to January 1, 1993
4A* Indenture of Mortgage or Deed of Trust dated August 1,
1941, between WP&L and First Wisconsin Trust Company and
George B. Luhman, as Trustees, filed as Exhibit 7(a) in
File No. 2-6409, and the indentures supplemental thereto
dated, respectively, January 1, 1948, September 1, 1948,
June 1, 1950, April 1, 1951, April 1, 1952, September 1,
1953, October 1, 1954, March 1, 1959, May 1, 1962,
August 1, 1968, June 1, 1969, October 1, 1970, July 1,
1971, April 1, 1974, December 1, 1975, May 1, 1976, May 15,
1978, August 1, 1980, January 15, 1981, August 1, 1984,
January 15, 1986, June 1, 1986, August 1, 1988, December 1,
1990, September 1, 1991, October 1, 1991, March 1, 1992,
May 1, 1992, June 1, 1992 and July 1, 1992 (Second Amended
Exhibit 7(b) in File No. 2-7361; Amended Exhibit 7(c) in
File No. 2-7628; Amended Exhibit 7.02 in File No. 2-8462;
Amended Exhibit 7.02 in File No. 2-8882; Second Amendment
Exhibit 4.03 in File No. 2-9526; Amended Exhibit 4.03 in
File No. 2-10406; Amended Exhibit 2.02 in File No. 2-11130;
Amended Exhibit 2.02 in File No. 2-14816; Amended
Exhibit 2.02 in File No. 2-20372; Amended Exhibit 2.02 in
File No. 2-29738; Amended Exhibit 2.02 in File No. 2-32947;
Amended Exhibit 2.02 in File No. 2-38304; Amended
Exhibit 2.02 in File No. 2-40802; Amended Exhibit 2.02 in
File No. 2-50308; Exhibit 2.01(a) in File No. 2-57775;
Amended Exhibit 2.02 in File No. 2-56036; Amended
Exhibit 2.02 in File No. 2-61439; Exhibit 4.02 in File
No. 2-70534; Amended Exhibit 4.03 File No. 2-70534;
Exhibit 4.02 in File No. 33-2579; Amended Exhibit 4.03 in
File No. 33-2579; Amended Exhibit 4.02 in File No. 33-4961;
Exhibit 4B to WP&L's Form 10-K for the year ended December
31, 1988, Exhibit 4.1 to WP&L's Form 8-K dated December 10,
1990, Amended Exhibit 4.26 in File No. 33-45726, Amended
Exhibit 4.27 in File No.33-45726, Exhibit 4.1 to WP&L's
Form 8-K dated March 9, 1992, Exhibit 4.1 to WP&L's
Form 8-K dated May 12, 1992, Exhibit 4.1 to WP&L's Form 8-K
dated June 29, 1992 and Exhibit 4.1 to WP&L's Form 8-K
dated July 20, 1992)
10A*# Executive Tenure Compensation Plan as revised November 1992
10B*# Form of Supplemental Retirement Plan, as revised November
1992
10C*# Forms of Deferred Compensation Plans, as amended June, 1990
(Exhibit 10C to the company's Form 10-K for the year ended
December 31, 1990)
10C.1*# Officer's Deferred Compensation Plan II, as adopted
September 1992
10C.2*# Officer's Deferred Compensation Plan III, as adopted
January 1993
10F*# Pre-Retirement Survivor's Income Supplemental Plan, as
revised November 1992
10H*# Management Incentive Plan
10I*# Deferred Compensation Plan for Directors, as adopted June
27, 1990
12 Computation of ratio of earnings to fixed charges and
preferred dividend requirements after taxes
21 Subsidiaries of the company
23 Consent of Independent Public Accountants
23A Consent of Independent Public Accountants (regarding the
Wisconsin Power and Light Company Employee Stock Ownership
Plan and the Wisconsin Power and Light Company Employees'
Retirement Savings Plan A and Plan B)
99 1994 Proxy Statement for the Annual Meeting of Shareowners
to be held May 18, 1994
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the company hereby
agrees to furnish to the Securities and Exchange Commission, upon
request, any instrument defining the rights of holders of
unregistered long-term debt not filed as an exhibit to this
Form 10-K. No such instrument authorizes securities in excess of
10 percent of the total assets of the company.
# - A management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K.
None.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1993 AND 1992
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the Wisconsin Power and Light Company
Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets available for
benefits of WISCONSIN POWER AND LIGHT COMPANY EMPLOYEE STOCK OWNERSHIP
PLAN as of December 31, 1993 and 1992, and the related statements of
changes in net assets available for benefits for the years then ended.
These financial statements and the schedule referred to in the
accompanying index are the responsibility of Wisconsin Power and Light
Company's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Wisconsin Power
and Light Company Employee Stock Ownership Plan as of December 31, 1993
and 1992, and the changes in its net assets for the years then ended, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule referred
to in the accompanying index is presented for purposes of additional
analysis and are not a required part of the basic financial statements,
but are supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
March 25, 1994.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31,
1993 1992
Investment in common stock of WPL Holdings,
Inc. (1,291,387 and 1,293,353 shares,
respectively; at quoted market value of
$32.875 and $33.875 per share, respec-
tively; aggregate cost of $23,620,349
and $22,457,188, respectively) $42,454,339 $43,811,771
Cash --- 462
----------- ----------
ASSETS AVAILABLE FOR BENEFITS $42,454,339 $43,812,233
=========== ===========
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For The Years Ended
December 31,
1993 1992
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Dividend income $ 2,433,928 $ 2,367,641
Unrealized appreciation (depreciation)
from change in market value of
investment (1,276,985) 795,904
----------- -----------
Total Additions 1,156,943 3,163,545
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to terminated
participants (Note 4) (2,514,837) (1,698,117)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 43,812,233 42,346,805
----------- -----------
End of Year $42,454,339 $43,812,233
=========== ===========
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
As of DECEMBER 31, 1993
Note 1. Plan Description -
Establishment -
The Wisconsin Power and Light Company Employee Stock Ownership
Plan (the "Plan") was established under an agreement executed on
September 14, 1976, to provide eligible employees with ownership of
Wisconsin Power and Light Company (the "Company") common stock (since
converted to WPL Holdings, Inc. common stock) through additional
investment tax credits allowed the Company under the Federal Tax
Reduction Act of 1975. As a result of the Tax Reform Act of 1986,
such tax credits are no longer available.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
Administrator and Trustee -
The Plan is administered by the Pension and Employee Benefits
Committee (the "Committee") appointed by the Board of Directors of
the Company. Effective December 31, 1991, WPL Holdings, Inc. (the
parent of the Company) became the trustee for the Plan. Accordingly,
Valley Trust Company as former trustee transferred all shares to WPL
Holdings, Inc.
Eligibility and Vesting -
Beginning in 1987, new employees are no longer eligible to
participate in the Plan.
Subject to the provisions for return on contributions upon the
failure of the continued qualification of the Plan under the Code or
a recapture of all or a portion of previously used additional
investment tax credits, all contributions for the account of a
participant and any earnings therefrom fully vest immediately to such
participant.
Contributions -
Shares of WPL Holdings, Inc. common stock purchased with
reinvested dividends may be purchased for participants from shares
newly issued by WPL Holdings, Inc. or on the open market. The price
of shares purchased on the open market is the weighted average price
at which such shares were purchased on the open market. The price of
newly issued shares purchased from WPL Holdings, Inc. is the average
of the high and low prices of the WPL Holdings, Inc. common stock as
reported on the New York Stock Exchange on the date of purchase.
As a result of the Tax Reform Act of 1986, no Company or
participant contributions are being made to the Plan.
Termination -
The Company reserves the right to terminate, amend or modify the
Plan if future conditions warrant such action.
Note 2. Accounting Policies -
The Plan's financial statements are prepared on the accrual basis
of accounting.
Note 3. Investments -
Common stock of WPL Holdings, Inc. is recorded at market value
based upon the closing price at year end as reported by the New York
Stock Exchange.
Note 4. Distributions to Participants -
When a participant's employment ceases for any reason, all whole
shares of WPL Holdings, Inc. common stock allocated to the
participant's account are distributed, to the extent allowable under
the Internal Revenue Code, to the participant or his designated
beneficiary (fractional shares are paid in cash) not later than 60
days following the close of the Plan (calendar) year in which such
termination occurs. However, if the market value of a participant's
accrued benefits exceed $3,500 and the participant has not yet
attained age 65, such benefits may not be immediately distributed
without the consent of the participant.
Each participant who has attained age 55 and who has completed at
least ten years of participation in the Plan may elect within 90 days
after the last day of each Plan year, to have distributed, 25% of
his/her account, attributable to WPL Holdings, Inc. common stock
acquired by the Trust, after December 31, 1986.
No other distributions of a participant's account will be made
prior to termination of employment; however, upon the participant's
written request, the Committee may in its sole discretion permit the
distribution of all or any portion of the shares of common stock
which have been credited to his/her account for at least a period of
85 months.
Distributions are recorded at quoted market value as of the date
of distribution for shares in the account at that date.
At December 31, 1993 and 1992, $408,249 and $720,835,
respectively, included in participants' equity was payable to
terminated employees who had withdrawn from the Plan.
In February 1989, the Board of Directors of WPL Holdings, Inc.
declared a dividend distribution of one common stock purchase right
(right) on each outstanding share of WPL Holdings, Inc. common stock.
Each right would initially entitle shareowners to buy one-half of one
share of WPL Holdings, Inc. common stock at an exercise price of
$60.00 per share, subject to adjustment. The rights are not
currently exercisable, but would become exercisable if certain events
occurred related to a person or group acquiring or attempting to
acquire 20 percent or more of the outstanding shares of WPL Holdings,
Inc. common stock. The rights expire on February 22, 1999, unless
the rights are earlier redeemed or exchanged by WPL Holdings, Inc.
Note 5. Tax Status -
The Plan has obtained a determination letter from the Internal
Revenue Service dated January 16, 1985, approving the Plan as
qualified for tax-exempt status. Plan amendments adopted since the
last tax determination letter will be included in the Company's next
filing. In the opinion of the Company's management, the Plan, as
currently amended, remains tax-exempt.
The Plan's qualification under the Code allows the dividend
income and any other income accumulated in the Plan to be exempt from
Federal income tax prior to distribution to the participants.
Note 6. Related Party Transactions -
As of December 31, 1991, WPL Holdings, Inc. became the trustee
for the Plan. All assets of the Plan are invested in WPL Holdings,
Inc. common stock.
The Company has absorbed all costs and expenses incurred in
operating and administering the Plan.
These transactions are not considered prohibited transactions by
statutory exemptions under ERISA regulations.
<PAGE>
Schedule I
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Number of Total Value Number of Net Total Cost
Purchase of Sales Selling of
Description of Assets Transactions Purchases Transactions Price Assets Sold Net Gain
<S> <C> <C> <C> <C> <C> <C>
WPL Holdings Stock 4 $2,433,928 8 $2,514,837 $1,271,230 $1,243,607
</TABLE>
The accompanying notes to the financial statements are an integral part of
this schedule.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1993 AND 1992
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the Wisconsin Power and Light Company
Employees' Retirement Savings Plan A:
We have audited the accompanying statements of net assets available for
benefits of the WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT
SAVINGS PLAN A (the "Plan") as of December 31, 1993 and 1992, and the
related statements of changes in net assets available for benefits for the
years then ended. These financial statements and the schedules referred
to in the accompanying index are the responsibility of Wisconsin Power and
Light Company's management. Our responsibility is to express an opinion
on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Plan as of
December 31, 1993 and 1992, and the changes in its net assets for the
years then ended, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules
referred to in the accompanying index are presented for purposes of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
March 25, 1994.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31,
1993 1992
ASSETS
Investments, at market value (Notes 2 & 3):
Mellon Capital Management Stock Index
Fund--65,972 and 17,998 shares (cost
$7,312,060 and $4,886,880), respectively $ 7,599,381 $ 6,677,762
WPL Holdings, Inc. Common Stock--256,803
and 217,576 shares (cost $7,410,873 and
$5,940,506), respectively 8,442,384 7,370,389
Fidelity Growth Company Fund--180,727 and
119,234 shares (cost $4,902,863 and
$3,100,246), respectively 5,251,931 3,295,633
Fidelity Balanced Fund-- 253,680 and 119,161
shares (cost $3,288,599 and $1,474,912),
respectively 3,396,770 1,464,485
Federal National Mortgage Association
treasury bonds @ 6.00% due 12/01/1999--
(cost $686,833) 698,006 ---
Standard Credit Card corporate bonds @
8.50% due 06/07/1996--(cost $776,854 and
$753,246), respectively 772,325 760,709
Pooled Fixed Income Fund, at cost 5,654,053 8,366,754
Marshall Money Market Fund, at cost 2,687,997 744,402
----------- -----------
Total Investments 34,502,847 28,680,134
----------- -----------
Loans to participants 665,787 622,944
----------- -----------
Cash 63,806 30,820
----------- -----------
Receivables:
Employer's Contribution --- 18,120
Employees' Contribution --- 111,755
Interest 18,142 30,029
----------- -----------
Total Receivables 18 142 159,904
----------- -----------
Net Assets Available for Benefits $35,250,582 $29,493,802
----------- -----------
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31,
1993 1992
Additions to Net Assets Attributed to:
Investment Income -
Dividend Income $ 780,263 $ 550,388
Interest Income 792,751 769,925
Net Realized/Unrealized Gain
in Market Value of Investments 1,119,953 698,956
---------- ---------
2,692,967 2,019,269
Contributions:
Employer 507,906 482,240
Employees 3,301,672 3,225,842
---------- ---------
3,809,578 3,708,082
---------- ---------
Total Additions 6,502,545 5,727,351
---------- ---------
Deductions from Net Assets Attributed to:
Distributions to Participants 931,405 608,891
Other Expenses 24,510 36,922
---------- ----------
Total Deductions 955,915 645,813
---------- ----------
Transfers Between Plans (net) 210,150 180,201
---------- ----------
Net Assets Available for Benefits:
Beginning of Year 29,493,802 24,232,063
---------- ----------
End of Year $35,250,582 $29,493,802
========== ==========
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1993 AND 1992
Note 1. Description of the Plan
On January 1, 1983, Wisconsin Power and Light Company (the
"Company") implemented a voluntary Employees' Long Range Savings and
Investment Plan A (the "Plan") for the benefit of eligible salaried
employees. Effective January 1, 1991, the Company changed the Plan's
name to the Employees' Retirement Savings Plan A. The Plan is a
qualified Plan under Section 401(k) of the Internal Revenue Code of
1954 (the "Code"), as amended, and meets the applicable requirements
of the Employee Retirement Income Security Act of 1974 ("ERISA").
Information regarding Plan benefits is provided in the Prospectus
relating to the Retirement Savings Plan and the summary plan
description which has been made available to all eligible Plan
participants.
Administration of the Plan is the responsibility of the Pension
and Employee Benefits Committee (the "Committee") of the Company.
Under the Plan, an eligible employee may elect to defer up to 15%
of their compensation (not to exceed $8,994 for 1993) and have such
amounts contributed by the Company to an account maintained for the
employee.
Employee contributions are made to a fund (the "Trust Fund")
administered by the Trustee, Marshall & Ilsley Trust Company ("M&I").
Funds are invested by the Trustee according to the investment options
selected by the participants. All Company matching contributions
(See Note 4) are invested in the WPL Holdings, Inc. Common Stock
Fund.
Active salaried employees of the Company and WPL Holdings, Inc.
who work at least half-time or have worked at least 1,000 hours are
eligible to participate in the Plan after attainment of age 18.
Each participant's account is fully vested and nonforfeitable,
except to the extent that provisions of the Internal Revenue Code may
prohibit the return of excess contributions in certain limited
circumstances.
The Plan was amended in September 1992 to incorporate repayment
procedures for employees who are unable to repay existing loans.
The Company also maintains a savings and investment plan for
hourly employees called the Employees' Retirement Savings Plan B; its
assets (and related earnings) are administered separately.
The Company reserves the right to terminate, amend or modify the
Plan if future conditions warrant such action.
Note 2. Summary of Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis
of accounting.
Valuation of Investments
The guaranteed investment contracts (Pooled Fixed Income Fund)
and money market fund are stated at cost, which approximates market.
All other Plan investments are carried at market value as of the
statement date.
Expenses
Investment management fees are paid from investment earnings
prior to crediting earnings to the individual participants' account
balances. Other Plan administrative expenses are absorbed by the
Company.
Note 3. Investment Options
The participants' deposits are invested by the Trustee in one or
more investment funds (Money Market Fund, Equity Fund, Fixed Income
Fund, Growth Fund, Balanced Fund and WPL Holdings, Inc. Common Stock
Fund) as selected by the participant. Effective December 1, 1992,
the Strong Total Return Fund was discontinued as an investment
option. As of December 31, 1993, the remaining investment funds were
administered by three investment managers, M&I Investment Management
Corporation, Mellon Capital Management Corporation and Fidelity
Management & Research.
The Plan provides for the following investment options:
Money Market Fund. M&I Investment Management Corporation
administers the Money Market Fund. This fund is invested primarily
in high quality short-term money market instruments such as bank
certificates of deposit, commercial paper, United States Government
securities and other similar securities. Such investments may be
made directly, or indirectly through investment in common, collective
or pooled investment funds. This fund has been invested in various
money market funds and is currently invested primarily in the
Marshall Money Market Fund.
Equity Fund. Mellon Capital Management Corporation manages the
Equity Fund. This fund is invested primarily in common stocks and
other equity securities of corporations. Such investments may be
made directly, or indirectly through investment in common, collective
or pooled investment funds. This fund is currently invested in units
in the Mellon Capital Management Stock Index Fund.
Fixed Income Fund. M&I Investment Management Corporation
administers the Fixed Income Fund. The fund is invested primarily in
investment contracts issued by one or more insurance companies or
other financial institutions. All contracts and other investments
are combined as one investment alternative available to participants.
Transfers from the Fixed Income Fund to investment options other than
the Money Market Fund may be made during the enrollment periods.
Growth Fund. Fidelity Management & Research manages the Growth
Fund which is invested in the Fidelity Growth Company Fund. This
fund invests primarily in stocks and securities convertible into
common stocks of those companies that the investment advisor believes
have above-average growth characteristics.
Balanced Fund. Fidelity Management and Research manages this
fund which is invested in the Fidelity Balanced Mutual Fund. The
Balanced Fund is invested in a broadly diversified portfolio of high-
yielding securities, including foreign and domestic common and
preferred stocks, bonds and other liquid securities.
WPL Holdings, Inc. Common Stock Fund. The WPL Holdings, Inc.
Common Stock Fund is invested in WPL Holdings, Inc. common stock.
Purchases of common stock are made by the Trustee from shares newly
issued by WPL Holdings, Inc. or on the open market. Any dividends
received on WPL Holdings, Inc. common stock in this fund are
reinvested by the Trustee in common stock of WPL Holdings, Inc.
Loan Fund. Upon application of a participant, the Committee may
direct the Trustee to make a loan out of the participant's specific
account due to special "hardship" circumstances. Participant loans
will reduce participant investment funds. Information regarding loan
proceeds and repayments included in net transfers is as follows:
1993 1992
Loan Proceeds $218,681 $347,944
Loan Repayments (239,313) (210,867)
Transfers between Plans 7,220 (1,100)
-------- --------
Net transfers $(13,412) $135,977
======== ========
There are restrictions as to the amounts and number of loans. Loans
and interest must be repaid in equal installments in accordance with
rules established by the Committee.
Unallocated Fund. Contributions are forwarded to the Trustee and
invested in an Unallocated Fund until allocated to the participants'
elected investment funds. The balance in the Unallocated Fund at any
point in time, therefore, represents participant contributions not
yet allocated. Funds forwarded to the Unallocated Fund are invested
in the M&I Employee Benefit Money Market Fund.
For allocation of net realized and unrealized gains and losses on
investments by investment type, refer to Schedule III.
Note 4. Employer Contribution
The Company provides a matching contribution in an amount equal
to 25% of the deferred cash contributions made on behalf of a
participant up to 6% of each participant's compensation per pay
period. Company contributions are invested in WPL Holdings, Inc.
common stock.
Note 5. Withdrawals
Distributions from a participant's account balance will be made
to the participant upon retirement, termination of employment, death
or disability or upon request due to special "hardship"
circumstances. "Hardship" distributions are paid in a lump sum
payment. Termination distributions shall be made in a lump sum
within forty-five (45) days after the valuation date immediately
following the termination date unless the value of a participant's
account exceeds $3,500; in such case, distributions will be deferred
and will be made or commence within 45 days after the valuation date
following the date on which the participant reaches age 70-1/2,
unless the participant elects to receive the distribution as of an
earlier date. Other distributions will be made in a lump sum or in
annual installments for up to a ten year period. The unpaid portion
of all loans made to the participant, including accrued interest,
will be deducted from the amount of the participant account to be
distributed.
Note 6. Transfers and Terminations
The Plan allows a participant to either change or terminate
investment options for prior and/or future Plan contributions
quarterly on each March 1, June 1, September 1 and December 1 by
submitting a request to the Trustee. In the event a participant
transfers from a salaried position to an hourly position and was
eligible and participating in Plan A, the participant is eligible to
transfer all investments, except for the Company match contributions,
to Plan B (hourly plan) immediately . In the event a participant
transfers to employment within the Company or affiliated companies so
that the participant is no longer an eligible employee, the
participant is not permitted to make deferred cash elections.
Note 7. Tax Status
The Plan has obtained a determination letter from the Internal
Revenue Service dated October 6, 1989, approving the Plan as
qualified for tax-exempt status. Plan amendments adopted since the
last tax determination letter will be included in the Company's next
filing. In the opinion of the Company's management, the Plan, as
currently amended, remains tax-exempt.
Note 8. Related Party Transactions
As described previously (see Note 3), the Plan maintains
investments in WPL Holdings, Inc. common stock and in the Marshall
Money Market Fund. In addition, as stated in Note 2, certain
administrative expenses are absorbed by the Company. These
transactions are not considered prohibited transactions by statutory
exemptions under the ERISA regulations.
<PAGE>
Schedule I
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
INVESTMENTS - POOLED FIXED INCOME FUND
AS OF DECEMBER 31, 1993 AND 1992
<CAPTION>
Number
of Units 1993 1992
<S> <C> <C> <C>
LaSalle National Trust, N.A. - Pooled Trust
Fund for Employee Benefit Plans Income
Plus Fund 1 $ -- $1,842,363
New York Life Insurance Co.:
1991 Selection Fund H9, 8.45%, due
12/31/93 1 -- 1,469,779
CNA:
1991 Selection Fund F4, 9.07%, due
12/31/94 through 12/31/96 1 2,169,867 1,989,437
Metropolitan Life Insurance Company:
1991 Selection Fund FF6, 7.48%, due
6/30/93 through 6/30/95 1 540,975 754,989
Provident National Assurance Company:
1990 Selection Fund K-1, 8.56%, due
12/31/91 through 12/31/93 1 -- 451,542
Allstate Life Insurance Company:
1990 Selection Fund M-2, 8.55% due
7/1/92 and 12/31/94 1 625,113 575,876
Principal Mutual Life Insurance Company:
1991 Selection Fund X4, 7.57% due
9/30/93 1 -- 430,096
1990 Selection Fund 03A, 8.30% due
6/30/93 and 6/30/94 1 334,474 617,691
1990 Selection Fund HH1, 9.00% due
6/30/95 1 256,130 234,981
M&I Stable Principle Fund 1 1,727,494 --
--------- --------
Total Pooled Fixed Income Funds $5,654,053 $8,366,754
========== =========
</TABLE>
<PAGE>
Schedule II
Page 1 of 2
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
AS OF DECEMBER 31, 1993
<CAPTION>
Shares or
Principal Money Market
Amount Equity Fund Fund Growth Fund Balanced Fund
Assets
<S> <C> <C> <C> <C> <C>
Investments, at market value:
Mellon Capital Management
Stock Index Fund 65,972 $7,599,381
WPL Holdings, Inc. Common
Stock 256,803
Fidelity Growth Company Fund 180,727 5,251,931
Fidelity Balanced Fund 253,680 3,396,770
Government Oligations 690,274
Corporate Obligations 712,609
Pooled Fixed Income Funds
Marshall Money Market Fund 2,687,997 3,381 580,853 4,970 2,089
--------- --------- --------- ---------
Total Investments 7,602,762 580,853 5,256,901 3,398,859
--------- --------- --------- ---------
Loans to Participants
Cash 63,806
Interest receivable 65 1,527 40 25
--------- --------- --------- ---------
Net Assets Available for
Benefits $7,666,633 $582,380 $5,256,941 $3,398,884
========= ========= ========= =========
<CAPTION>
WPL Holdings,
Fixed Income Inc. Common Total All
Fund Stock Fund Loan Fund Funds
Assets
<S> <C> <C> <C> <C>
Investments, at market value:
Mellon Capital Management
Stock Index Fund $7,599,381
WPL Holdings, Inc. Common
Stock 8,442,384 8,442,384
Fidelity Growth Company Fund 5,251,931
Fidelity Balanced Fund 3,396,770
Government Oligations 698,006 698,006
Corporate Obligations 772,325 772,325
Pooled Fixed Income Funds 5,654,053 5,654,053
Marshall Money Market Fund 2,096,672 32 2,687,997
--------- --------- ---------- ----------
Total Investments 9,221,056 8,442,416 0 34,502,847
--------- --------- ---------- ----------
Loans to Participants 665,787 665,787
Cash 63,806
Interest receivable 16,306 179 18,142
--------- --------- --------- ----------
Net Assets Available for
Benefits $9,237,362 $8,442,595 $665,787 $35,250,582
========= ========= ========= ==========
</TABLE>
<PAGE>
Schedule II
Page 2 of 2
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
AS OF DECEMBER 31, 1992
<CAPTION>
Shares or
Principal Money Market
Amount Equity Fund Fund Growth Fund Balanced Fund
Assets
<S> <C> <C> <C> <C> <C>
Investments, at market value:
Mellon Capital Management
Stock Index Fund 17,998 $6,677,762
WPL Holdings, Inc. Common
Stock 217,576
Fidelity Growth Company Fund 119,234 3,295,633
Fidelity Balanced Fund 119,161 1,464,485
Corporate Obligations 712,609
Pooled Fixed Income Funds
Marshall Money Market Fund 774,402 6,800 648,837 1,242 60,363
--------- --------- --------- ---------
Total Investments 6,684,562 648,837 3,296,875 1,524,848
--------- --------- --------- ---------
Loans to Participants
Cash 30,830
Receivables:
Employer's contribution
Employees' contribution
Interest receivable 91 1,864 196 98
--------- --------- --------- ---------
Total Receivables 91 1,864 196 98
--------- --------- --------- ---------
Net Assets Available for
Benefits $6,715,483 $650,701 $3,297,071 $1,524,946
========= ========= ========= =========
<CAPTION>
WPL Holdings,
Fixed Income Strong Total Inc. Common Unallocated Total All
Fund Return Fund Stock Fund Loan Fund Fund Funds
Assets
<S> <C> <C> <C> <C> <C> <C>
Investments, at market value:
Mellon Capital Management
Stock Index Fund $6,677,762
WPL Holdings, Inc. Common
Stock 7,370,389 7,370,389
Fidelity Growth Company Fund 3,295,633
Fidelity Balanced Fund 1,464,485
Corporate Obligations 760,709 760,709
Pooled Fixed Income Funds 8,366,754 8,366,754
Marshall Money Market Fund 2,735 24,425 744,402
--------- -------- --------- ---------- --------- ----------
Total Investments 9,130,198 0 7,394,914 0 0 28,680,134
--------- -------- --------- ---------- --------- ----------
Loans to Participants 622,944 622,944
Cash (10) 30,820
Receivables:
Employer's contribution 18,120 18,120
Employees' contribution 111,755 111,755
Interest receivable 27,473 307 30,029
--------- --------- --------- --------- --------- ----------
Total Receivables 27,473 0 307 0 129,875 159,904
--------- --------- --------- --------- --------- ----------
Net Assets Available for
Benefits $9,157,671 ($10) $7,395,121 $622,944 $129,875 $29,493,802
========= ========== ========= ========= ========== ==========
</TABLE>
<PAGE>
Schedule III
Page 1 of 2
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT
FUNDS FOR THE YEAR ENDED
DECEMBER 31, 1993
<CAPTION>
Money Market
Equity Fund Fund Growth Fund Balanced Fund
Additions to Net Assets
Attributed to:
<S> <C> <C> <C> <C>
Investment Income -
Dividend Income 207,362 11,416 110,955
Interest Income 1,699 17,292 376 323
Net Realized/Unrealized Gain
(Loss) in Market Value of
Investments 482,058 629,051 243,631
691,119 17,292 640,843 354,909
--------- --------- --------- ---------
Contributions:
Employer
Employees 701,185 74,062 810,745 460,179
--------- --------- --------- ----------
701,185 74,062 810,745 460,179
--------- --------- --------- ---------
Total Additions 1,392,304 91,354 1,451,588 815,088
--------- --------- --------- ---------
Deductions from Net Assets
Attributed to:
Distributions to participants 107,282 72,079 75,028 37,874
Other Expenses 15,844 90 240 31
--------- --------- --------- ---------
Total Deductions 123,126 72,169 75,268 37,905
--------- --------- --------- ---------
Transfers Between Plans (net) (318,028) (87,506) 583,550 1,096,755
--------- --------- --------- ---------
Net Assets Available for
Benefits:
Beginning of Year $6,715,483 $650,701 $3,297,071 $1,524,946
--------- ------- --------- ---------
End of Year $7,666,633 $582,380 $5,256,941 $3,398,884
========= ======= ========= =========
<CAPTION>
WPL Holdings,
Fixed Income Strong Total Inc. Common Unallocated Total All
Fund Return Fund Stock Fund Loan Fund Fund Funds
Additions to Net Assets
Attributed to:
<S> <C> <C> <C> <C> <C> <C>
Investment Income -
Dividend Income 450,530 780,263
Interest Income 708,680 1,972 62,409 792,751
Net Realized/Unrealized Gain
(Loss) in Market Value of
Investments 8,338 (243,125) 1,119,953
717,018 0 209,377 62,409 0 2,692,967
--------- --------- --------- --------- --------- ----------
Contributions:
Employer 526,026 (18,120) 507,906
Employees 610,431 756,825 (111,755) 3,301,672
--------- --------- --------- ---------- --------- ---------
610,431 0 1,282,851 (129,875) 3,809,578
--------- --------- --------- --------- --------- ---------
Total Additions 1,327,449 0 1,492,228 62,409 (129,875) 6,502,545
--------- --------- --------- --------- --------- ---------
Deductions from Net Assets
Attributed to:
Distributions to participants 386,396 246,592 6,154 931,405
Other Expenses 8,305 24,510
--------- --------- --------- --------- --------- ---------
Total Deductions 394,701 0 246,592 6,154 0 955,915
--------- --------- --------- --------- --------- ---------
Transfers Between Plans (net) (853,057) 10 (198,162) (13,412) 210,150
--------- --------- --------- --------- --------- ---------
Net Assets Available for
Benefits:
Beginning of Year $9,157,671 ($10) $7,395,121 $622,944 $129,875 $29,493,802
--------- ------- --------- --------- --------- ----------
End of Year $9,237,362 $0 $8,442,595 $665,787 $0 $35,250,582
========= ======= ========= ========= ========= ==========
</TABLE>
<PAGE>
Schedule III
Page 2 of 2
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT
FUNDS FOR THE YEAR ENDED
DECEMBER 31, 1992
<CAPTION>
Money Market
Equity Fund Fund Growth Fund Balanced Fund
Additions to Net Assets
Attributed to:
<S> <C> <C> <C> <C>
Investment Income -
Dividend Income 187,384 9,526 15,542
Interest Income 1,460 24,761 567 98
Net Realized/Unrealized Gain
(Loss) on Market Value of
Investments 292,982 224,622 (4,505)
--------- --------- --------- ---------
481,826 24,761 234,715 11,135
--------- --------- --------- ---------
Contributions:
Employer
Employees 720,253 85,124 807,066 26,710
--------- --------- --------- ----------
720,253 85,124 807,066 26,710
--------- --------- --------- ---------
Total Additions 1,202,079 109,885 1,041,781 37,845
--------- --------- --------- ---------
Deductions from Net Assets
Attributed to:
Distributions to participants 162,414 17,657 56,837
Other Expenses 18,223 2,100 704 0
--------- --------- --------- ---------
Total Deductions 180,637 19,757 57,541 0
--------- --------- --------- ---------
Transfers Between Plans (net) (96,623) (50,394) 177,162 1,487,101
--------- --------- --------- ---------
Net Assets Available for
Benefits:
Beginning of Year $5,790,664 $610,967 $2,135,669 $0
--------- ------- --------- ---------
End of Year $6,715,483 $650,701 $3,297,071 $1,524,946
========= ======= ========= =========
<CAPTION>
WPL Holdings,
Fixed Income Strong Total Inc. Common Unallocated Total All
Fund Return Fund Stock Fund Loan Fund Fund Funds
Additions to Net Assets
Attributed to:
<S> <C> <C> <C> <C> <C> <C>
Investment Income -
Dividend Income 9,941 327,995 550,388
Interest Income 683,819 156 1,772 57,292 769,925
Net Realized/Unrealized Gain
(Loss) on Market Value of
Investments 6,302 (41,155) 220,710 698,956
--------- --------- -------- -------- -------- ---------
690,121 (31,058) 550,477 57,292 0 2,019,269
--------- --------- --------- --------- --------- ----------
Contributions:
Employer 481,633 607 482,240
Employees 729,662 247,110 605,442 4,475 3,225,842
--------- --------- --------- ---------- --------- ---------
729,662 247,110 1,087,075 5,082 3,708,082
--------- --------- --------- --------- --------- ---------
Total Additions 1,419,783 216,052 1,637,552 57,292 5,082 5,727,351
--------- --------- --------- --------- --------- ---------
Deductions from Net Assets
Attributed to:
Distributions to participants 256,070 40,305 68,395 7,213 608,891
Other Expenses 13,621 1,041 1,233 36,922
--------- --------- --------- --------- --------- ---------
Total Deductions 269,691 41,346 69,628 7,213 0 645,813
--------- --------- --------- --------- --------- ---------
Transfers Between Plans (net) (421,874) (1,900,198) 849,050 135,977 180,201
--------- --------- --------- --------- --------- ---------
Net Assets Available for
Benefits:
Beginning of Year $8,429,453 $1,725,482 $4,978,147 $436,888 $124,793 $24,232,063
--------- ------- --------- --------- --------- ----------
End of Year $9,157,671 ($10) $7,395,121 $622,944 $129,875 $29,493,802
========= ======= ========= ========= ========= ==========
</TABLE>
<PAGE>
Schedule IV
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Number of Number of
Purchase Total Value Sales Net Selling Total Cost of
Description of Assets Transactions of Purchases Transactions Price Assets Sold Net Gain
<S> <C> <C> <C> <C> <C> <C>
Series of transactions involving
securities of the same issue,
that, in the aggregate, exceed
5% of the plan assets as of the
beginning of the plan year:
Fidelity Growth Fund 29 $1,808,601 4 $6,896 $6,360 $536
Fidelity Balanced Fund 33 1,815,355 1 1,761 1,667 94
Dreyfus Cash Management Fund 26 1,586,030 23 1,586,030 1,586,030 -
LaSalle National Trust 40 1,567,375 20 3,409,738 3,409,738 -
New York Life Insurance Company
Guaranteed Investment
Contract 12 124,190 1 1,593,969 1,593,969 -
WPL Holding Company Stock 26 1,577,725 9 262,605 224,922 37,683
M&I Stable Principle Fund 1 1,896,995 1 169,501 169,501 -
Marshall Money Market Fund 299 8,698,409 274 6,754,813 6,754,813 -
</TABLE>
The accompanying notes to the financial statements are an integral part of
this schedule.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1993 AND 1992
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the Wisconsin Power and Light Company
Employees' Retirement Savings Plan B:
We have audited the accompanying statements of net assets available for
benefits of the WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT
SAVINGS PLAN B (the "Plan") as of December 31, 1993 and 1992, and the
related statements of changes in net assets available for benefits for the
years then ended. These financial statements and the schedules referred
to in the accompanying index are the responsibility of Wisconsin Power and
Light Company's management. Our responsibility is to express an opinion
on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Plan as of
December 31, 1993 and 1992, and the changes in its net assets for the
years then ended, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules
referred to in the accompanying index are presented for purposes of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
March 25, 1994.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31,
1993 1992
ASSETS
Investments, at market value (Notes 2 & 3):
Mellon Capital Management Stock Index
Fund--60,435 and 16,298 shares (cost
$6,697,244 and $4,362,176),
respectively $ 6,961,568 $ 6,047,014
WPL Holdings, Inc. Common Stock--206,327
and 162,671 shares (cost $6,333,440
and $4,685,614), respectively 6,783,015 5,510,478
Fidelity Growth Company Fund--129,878 and
86,962 shares (cost $3,504,624 and
$2,246,806), respectively 3,774,249 2,403,635
Fidelity Balanced Fund--178,418 and 73,760
shares (cost $2,324,064 and $910,098),
respectively 2,389,017 906,512
Federal National Mortgage Association
treasury bonds @ 6.00% due 12/01/1999--
(cost $673,636) 684,594 ---
Standard Credit Card corporate bonds @
8.50% due 06/07/1996--(cost $858,380
and $832,535), respectively 853,375 840,540
Pooled Fixed Income Fund, at cost 5,589,694 8,075,184
Marshall Money Market Fund, at cost 2,741,744 791,147
----------- -----------
Total Investments 29,777,256 24,574,510
----------- -----------
Loans to Participants 719,984 536,951
----------- -----------
Cash (495) 61,538
----------- -----------
Receivables:
Employees' Contribution --- 137,827
Interest 19,440 31,685
----------- -----------
Total Receivables 19,440 169,512
----------- -----------
Net Assets Available for Benefits $30,516,185 $25,342,511
=========== ===========
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31,
1993 1992
Additions to Net Assets Attributed to:
Investment Income -
Dividend Income 611,277 413,013
Interest Income 767,494 758,898
Net Realized/Unrealized Gain
in Market Value of Investments 768,227 573,073
----------- ----------
2,146,998 1,744,984
Contributions from Participants 3,935,239 3,530,067
----------- ----------
Total Additions 6,082,237 5,275,051
----------- ----------
Deductions from Net Assets Attributed to:
Distributions to Participants 675,161 811,988
Other Expenses 23,252 40,454
----------- ----------
Total Deductions 698,413 852,442
----------- ----------
Transfers Between Plans (net) (210,150) (180,201)
----------- ----------
Net Assets Available for Benefits:
Beginning of Year 25,342,511 21,100,103
----------- -----------
End of Year $30,516,185 $25,342,511
=========== ===========
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1993 AND 1992
Note 1. Description of the Plan
On July 1, 1984, Wisconsin Power and Light Company (the
"Company") implemented a voluntary Employees' Long Range Savings and
Investment Plan B (the "Plan") for the benefit of eligible hourly
employees. Effective January 1, 1991, the Company changed the Plan's
name to the Employees' Retirement Savings Plan B. The Plan is a
qualified Plan under Section 401(k) of the Internal Revenue Code of
1954 (the "Code"), as amended, and meets the applicable requirements
of the Employee Retirement Income Security Act of 1974 ("ERISA").
Information regarding Plan benefits is provided in the Prospectus
relating to the Retirement Savings Plan and the summary plan
description which has been made available to all eligible Plan
participants.
The Plan is administered by the Pension and Employee Benefits
Committee (the "Committee") of the Company.
Under the Plan, an eligible employee may elect to defer up to 15%
of their compensation (not to exceed $8,994 for 1993) and have such
amounts contributed by the Company to an account maintained for the
employee.
Employee contributions are made to a fund (the "Trust Fund")
administered by the Trustee, Marshall & Ilsley Trust Company ("M&I").
Funds are invested by the Trustee according to the investment options
selected by the participants.
Active hourly employees of the Company who work at least
half-time or work at least 1,000 hours are eligible to participate in
the Plan after
attainment of age 18.
Each participant's account is fully vested and nonforfeitable,
except to the extent that provisions of the Internal Revenue Code may
prohibit the return of excess contributions in certain limited
circumstances.
The Plan was amended in September 1992 to incorporate repayment
procedures for employees who are unable to repay existing loans.
The Company also maintains a savings and investment plan for
salaried employees called the Employees' Retirement Savings Plan A.
The Plan assets (and related earnings) are administered separately.
Effective January 1, 1994, the Plan was amended to allow a
Company match provision. Under this provision the Company will match
25% of employee contributions under 6% of income.
The Company reserves the right to terminate, amend or modify the
Plan if future conditions warrant such action.
Note 2. Summary of Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis
of accounting.
Valuation of Investments
The guaranteed investment contracts (Pooled Fixed Income Fund)
and money market fund are stated at cost, which approximates market.
All other Plan investments are carried at market value as of the
statement date.
Expenses
Investment management fees are paid from investment earnings
prior to crediting earnings to the individual participants' account
balances. Other Plan administrative expenses are absorbed by the
Company.
Note 3. Investment Options
The participants' deposits are invested by the Trustee in one or
more investment funds (Money Market Fund, Equity Fund, Fixed Income
Fund, Growth Fund, Balanced Fund and WPL Holdings, Inc. Common Stock
Fund) as selected by the participant. Effective December 1, 1992,
the Strong Total Return Fund was discontinued as an investment
option. As of December 31, 1993 the remaining investment funds are
administered by three investment managers, M&I Investment Management
Corporation, Mellon Capital Management Corporation and Fidelity
Management & Research.
The Plan provides for the following investment options:
Money Market Fund. M&I Investment Management Corporation
administers the Money Market Fund. This fund is invested primarily
in high quality short-term money market instruments such as bank
certificates of deposit, commercial paper, United States Government
securities and other similar securities. Such investments may be
made directly, or indirectly through investment in common, collective
or pooled investment funds. This fund has been invested in various
money market funds and is currently invested primarily in the
Marshall Money Market Fund.
Equity Fund. Mellon Capital Management Corporation manages the
Equity Fund. This fund is invested primarily in common stocks and
other equity securities of corporations. Such investments may be
made directly, or indirectly through investment in common, collective
or pooled investment funds. This fund is currently invested in units
in the Mellon Capital Management Stock Index Fund.
Fixed Income Fund. M&I Investment Management Corporation
administers the Fixed Income Fund. This fund is invested primarily
in investment contracts issued by one or more insurance companies or
other financial institutions. All contracts and other investments
are combined as one investment alternative available to participants.
Transfers from the Fixed Income Fund to investment options other than
the Money Market Fund may be made during the enrollment periods.
Growth Fund. Fidelity Management & Research manages the Growth
Fund which is invested in the Fidelity Growth Company Fund. This
fund invests primarily in stocks and securities convertible into
common stocks of those companies that the investment advisor believes
have above-average growth characteristics.
Balanced Fund. Fidelity Management and Research manages this
fund which is invested in the Fidelity Balanced Mutual Fund. The
Balanced Fund is invested in a broadly diversified portfolio of high-
yielding securities, including foreign and domestic common and
preferred stocks, bonds and other liquid securities.
WPL Holdings, Inc. Common Stock Fund. The WPL Holdings, Inc.
Common Stock Fund is invested in WPL Holdings, Inc. common stock.
Purchases of common stock are made by the Trustee from shares newly
issued by WPL Holdings, Inc. or on the open market. Any dividends
received on WPL Holdings, Inc. common stock in this fund are
reinvested by the Trustee in common stock of WPL Holdings, Inc.
Loan Fund. Upon application of a participant, the Committee may
direct the Trustee to make a loan out of the participant's specific
account due to special "hardship" circumstances. Information
regarding loan proceeds and repayments included in net transfers is
as follows:
1993 1992
Loan Proceeds $331,730 $201,916
Loan Repayments (194,984) (152,347)
Transfers between Plans (7,220) 1,100
-------- --------
Net transfers $129,526 $ 50,669
======== ========
There are restrictions as to the amounts and number of loans. The
interest rate will be determined by the Committee. Loans and
interest must be repaid in equal installments in accordance with
rules established by the Committee.
Unallocated Fund. Employee contributions are forwarded to the
Trustee and invested in an Unallocated Fund until allocated to the
participants' elected investment funds. The balance in the
Unallocated Fund at any point in time, therefore, represents
participant contributions not yet allocated. Funds forwarded to the
Unallocated Fund are invested in M&I Employee Benefit Money Market
Fund.
For allocation of net realized and unrealized gains and losses on
investments by investment type, refer to Schedule III.
Note 4. Withdrawals
Distributions from a participant's account balance will be made
to the participant upon retirement, termination of employment, death
or disability or upon request due to special "hardship"
circumstances. "Hardship" distributions are paid in a lump sum
payment. Termination distributions shall be made in a lump sum
within 45 days after the valuation date immediately following the
termination date unless the value of a participant's account exceeds
$3,500; in such case, distributions will be deferred and will be made
or commence within 45 days after the valuation date following the
date on which the participant reaches age 65, unless the participant
elects to receive the distribution as of an earlier date. Other
distributions will be made in a lump sum or in annual installments
for up to a ten year period. The unpaid portion of all loans made to
the participant, including accrued interest, will be deducted from
the amount of the participant account to be distributed.
Note 5. Transfers and Terminations
The Plan allows a participant to either change or terminate
investment options for prior and/or future Plan contributions
quarterly on each March 1, June 1, September 1 and December 1 by
submitting a request to the Trustee. In the event a participant
transfers from an hourly position to a salaried position and was
eligible and participating in Plan B, the participant is eligible to
transfer to Plan A (salaried plan) immediately. In the event a
participant transfers to employment within the Company or affiliated
companies so that the participant is no longer an eligible employee,
the participant is not permitted to make deferred cash elections.
Note 6. Tax Status
The Plan has obtained a determination letter from the Internal
Revenue Service dated October 6, 1989, approving the Plan as
qualified for tax-exempt status. Plan amendments adopted since the
last tax determination letter will be included in the Company's next
filing. In the opinion of the Company's management, the Plan, as
currently amended, remains tax-exempt.
Note 7. Related Party Transactions
As described previously (see Note 3), the Plan maintains
investments in WPL Holdings, Inc. common stock and in the Marshall
Money Market Fund. In addition, as stated in Note 2, certain
administrative expenses are absorbed by the Company. These
transactions are not considered prohibited transactions by statutory
exemptions under the ERISA regulations.
<PAGE>
Schedule I
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
INVESTMENTS - POOLED FIXED INCOME FUND
AS OF DECEMBER 31, 1993 AND 1992
<CAPTION>
Number
of Units 1993 1992
<S> <C> <C> <C>
LaSalle National Trust, N.A. - Pooled Trust
Fund for Employee Benefit Plans Income
Plus Fund 1 $ -- $1,715,498
New York Life Insurance Co.:
1991 Selection Fund H9, 8.45%, due
12/31/93 1 -- 1,286,552
CNA:
1991 Selection Fund F4, 9.07%, due
12/31/94 through 12/31/96 1 1,577,305 1,446,147
Metropolitan Life Insurance Company:
1991 Selection Fund FF6, 7.48%, due
6/30/93 through 6/30/95 1 800,256 1,116,843
Provident National Assurance Company:
1990 Selection Fund K-1, 8.56%, due
12/31/91 through 12/31/93 1 -- 410,284
Allstate Life Insurance Company:
1990 Selection Fund M-2, 8.55% due
7/1/92 and 12/31/94 1 637,045 586,868
Principal Mutual Life Insurance Company:
1991 Selection Fund X4, 7.57% due
9/30/93 1 -- 583,040
1990 Selection Fund 03A, 8.30% due
6/30/93 and 6/30/94 1 288,529 532,843
1990 Selection Fund HH1, 9.00% due
6/30/95 1 432,849 397,109
M&I Stable Principle Fund 1 1,853,710
--------- --------
Total $5,589,694 $8,075,184
========== =========
</TABLE>
<PAGE>
Schedule II
Page 1 of 2
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
AS OF DECEMBER 31, 1993
<CAPTION>
Shares or
Principal Money Market
Amount Equity Fund Fund Growth Fund Balanced Fund
Assets
<S> <C> <C> <C> <C> <C>
Investments, at market value:
Mellon Capital Management
Stock Index Fund 60,435 $6,961,568
WPL Holdings, Inc. Common
Stock 206,327
Fidelity Growth Company Fund 129,878 3,774,249
Fidelity Balanced Fund 178,418 2,389,017
Government Oligations 677,012
Corporate Obligations 787,391
Pooled Fixed Income Funds
Marshall Money Market Fund 2,741,744 38,812 453,281 381
--------- --------- --------- ---------
Total Investments 7,000,380 453,281 3,774,630 2,389,017
--------- --------- --------- ---------
Loans to Participants
Cash (495)
Interest receivable 65 1,206 33 21
--------- --------- --------- ---------
Net Assets Available for
Benefits $6,999,950 $454,487 $3,774,663 $2,389,038
========= ========= ========= =========
<CAPTION>
WPL Holdings,
Fixed Income Inc. Common Total All
Fund Stock Fund Loan Fund Funds
Assets
<S> <C> <C> <C> <C>
Investments, at market value:
Mellon Capital Management
Stock Index Fund $6,961,568
WPL Holdings, Inc. Common
Stock 6,783,015 6,783,015
Fidelity Growth Company Fund 3,774,249
Fidelity Balanced Fund 2,389,017
Government Oligations 684,594 684,594
Corporate Obligations 853,375 853,375
Pooled Fixed Income Funds 5,589,694 5,589,694
Marshall Money Market Fund 2,211,909 37,361 2,741,744
--------- --------- ---------- ----------
Total Investments 9,339,572 6,820,376 0 29,777,256
--------- --------- ---------- ----------
Loans to Participants 719,984 719,984
Cash (495)
Interest receivable 17,974 141 19,440
--------- --------- --------- ----------
Net Assets Available for
Benefits $9,357,546 $6,820,517 $719,984 $30,516,185
========= ========= ========= ==========
</TABLE>
<PAGE>
Schedule II
Page 2 of 2
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
AS OF DECEMBER 31, 1992
<CAPTION>
Shares or
Principal Money Market
Amount Equity Fund Fund Growth Fund Balanced Fund
Assets
<S> <C> <C> <C> <C> <C>
Investments, at market value:
Mellon Capital Management
Stock Index Fund 16,298 $6,047,014
WPL Holdings, Inc. Common
Stock 162,671
Fidelity Growth Company Fund 86,962 2,403,635
Fidelity Balanced Fund 73,760 906,512
Corporate Obligations 787,391
Pooled Fixed Income Funds
Marshall Money Market Fund 791,146 11,867 684,673 4,061 85,958
--------- --------- --------- ---------
Total Investments 6,058,881 684,673 2,407,696 992,470
--------- --------- --------- ---------
Loans to Participants
Cash 61,548
Receivables:
Employee contribution
Interest 96 1,930 102 72
--------- --------- --------- ---------
Total Receivables 96 1,930 102 72
--------- --------- --------- ---------
Net Assets Available for
Benefits $6,120,525 $686,603 $2,407,798 $992,542
========= ========= ========= =========
<CAPTION>
WPL Holdings,
Fixed Income Strong Total Inc. Common Unallocated Total All
Fund Return Fund Stock Fund Loan Fund Fund Funds
Assets
<S> <C> <C> <C> <C> <C> <C>
Investments, at market value:
Mellon Capital Management
Stock Index Fund $6,047,014
WPL Holdings, Inc. Common
Stock 5,510,478 5,510,478
Fidelity Growth Company Fund 2,403,635
Fidelity Balanced Fund 906,512
Corporate Obligations 840,540 840,540
Pooled Fixed Income Funds 8,075,184 8,075,184
Marshall Money Market Fund 4,468 120 791,147
--------- -------- --------- ---------- --------- ----------
Total Investments 8,920,192 0 5,510,598 0 0 24,574,510
--------- -------- --------- ---------- --------- ----------
Loans to Participants 536,951 536,951
Cash (10) 61,538
Receivables:
Employee contribution 137,827 137,827
Interest 28,992 493 31,685
--------- --------- --------- --------- --------- ----------
Total Receivables 28,992 0 493 0 137,827 169,512
--------- --------- --------- --------- --------- ----------
Net Assets Available for
Benefits $8,949,184 ($10) $5,511,091 $536,951 $137,827 $25,342,511
========= ========== ========= ========= ========== ==========
</TABLE>
<PAGE>
Schedule III
Page 1 of 2
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT
FUNDS FOR THE YEAR ENDED
DECEMBER 31, 1993
<CAPTION>
Money Market
Equity Fund Fund Growth Fund Balanced Fund
Additions to Net Assets
Attributed to:
<S> <C> <C> <C> <C>
Investment Income -
Dividend Income 188,007 8,168 74,897
Interest Income 1,135 16,389 300 299
Net Realized/Unrealized Gain
(Loss) in Market Value of
Investments 440,674 462,317 154,343
--------- -------- -------- ---------
629,816 16,389 470,785 229,539
Contributions 842,797 72,902 681,798 384,572
--------- --------- --------- ----------
TOTAL 1,472,613 89,291 1,152,583 614,111
--------- --------- --------- ---------
Deductions from Net Assets
Attributed to:
Distributions to Participants 94,516 66,304 23,280 2,748
Other Expenses 14,698 60 270
--------- --------- --------- ---------
TOTAL 109,214 66,364 28,550 2,748
--------- --------- --------- ---------
Transfers Between Plans (net) (483,974) (255,043) 237,832 785,133
--------- --------- --------- ---------
Net Assets Available for
Benefits:
Beginning of Year $6,120,525 $686,603 $2,407,798 $992,542
--------- ------- --------- ---------
End of Year $6,999,950 $454,487 $3,774,663 $2,389,038
========= ======= ========= =========
<CAPTION>
WPL Holdings,
Fixed Income Strong Total Inc. Common Unallocated Total All
Fund Return Fund Stock Fund Loan Fund Fund Funds
Additions to Net Assets
Attributed to:
<S> <C> <C> <C> <C> <C> <C>
Investment Income -
Dividend Income 340,205 611,277
Interest Income 685,566 1,776 62,029 767,494
Net Realized/Unrealized Gain
(Loss) in Market Value of
Investments 7,810 (296,917) 768,227
--------- --------- --------- --------- --------- ----------
693,376 0 45,064 62,029 0 2,146,998
Contributions 907,720 1,183,277 (137,827) 3,935,239
--------- --------- --------- ---------- --------- ---------
TOTAL 1,601,096 0 1,228,341 62,029 (137,827) 6,082,237
--------- --------- --------- --------- --------- ---------
Deductions from Net Assets
Attributed to:
Distributions to Participants 324,343 155,448 8,522 675,161
Other Expenses 8,164 60 23,252
--------- --------- --------- --------- --------- ---------
TOTAL 332,507 0 155,508 8,522 0 698,413
--------- --------- --------- --------- --------- ---------
Transfers Between Plans (net) (860,227) 10 236,593 129,526 (210,150)
--------- --------- --------- --------- --------- ---------
Net Assets Available for
Benefits:
Beginning of Year $8,949,184 ($10) $5,511,091 $536,951 $137,827 $25,342,511
--------- ------- --------- --------- --------- ----------
End of Year $9,357,546 $0 $6,820,517 $719,984 $0 $30,516,185
========= ======= ========= ========= ========= ==========
</TABLE>
<PAGE>
Schedule III
Page 2 of 2
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT
FUNDS FOR THE YEAR ENDED
DECEMBER 31, 1992
<CAPTION>
Money Market
Equity Fund Fund Growth Fund Balanced Fund
Additions to Net Assets
Attributed to:
<S> <C> <C> <C> <C>
Investment Income -
Dividend Income 174,438 7,116 7,312
Interest Income 1,537 25,082 699 71
Net Realized/Unrealized Gain
(Loss) on Market Value of
Investments 269,143 171,367 (800)
--------- --------- --------- ---------
445,118 25,082 179,182 6,583
--------- --------- --------- ---------
Contributions 796,046 95,120 654,249 20,365
--------- --------- --------- ----------
TOTAL 1,241,164 120,202 833,431 26,948
--------- --------- --------- ---------
Deductions from Net Assets
Attributed to:
Distributions to Participants 111,540 4,007 32,817
Other Expenses 10,743 1,930 399
--------- --------- --------- ---------
TOTAL 122,283 5,937 33,216 0
--------- --------- --------- ---------
Transfers Between Plans (net) (583,285) (81,621) (128,408) 965,594
--------- --------- --------- ---------
Net Assets Available for
Benefits:
Beginning of Year $5,584,929 $653,959 $1,735,991 $0
--------- ------- --------- ---------
End of Year $6,120,525 $686,603 $2,407,798 $992,542
========= ======= ========= =========
<CAPTION>
WPL Holdings,
Fixed Income Strong Total Inc. Common Unallocated Total All
Fund Return Fund Stock Fund Loan Fund Fund Funds
Additions to Net Assets
Attributed to:
<S> <C> <C> <C> <C> <C> <C>
Investment Income -
Dividend Income 5,531 218,616 413,013
Interest Income 675,136 241 1,390 54,742 758,898
Net Realized/Unrealized Gain
(Loss) on Market Value of
Investments 6,823 (21,393) 147,933 573,073
--------- --------- -------- -------- -------- ---------
681,959 (15,621) 367,939 54,742 0 1,744,984
Contributions 931,511 186,704 708,245 137,827 3,530,067
--------- --------- --------- ---------- --------- ---------
TOTAL 1,613,470 171,083 1,076,184 54,742 137,827 5,275,051
--------- --------- --------- --------- --------- ---------
Deductions from Net Assets
Attributed to:
Distributions to Participants 516,587 26,862 108,986 11,189 811,988
Other Expenses 20,134 877 6,371 40,454
--------- --------- --------- --------- --------- ---------
TOTAL 536,721 27,739 115,357 11,189 0 852,442
--------- --------- --------- --------- --------- ---------
Transfers Between Plans (net) (618,044) (1,125,128) 1,340,022 50,669 (180,201)
--------- --------- --------- --------- --------- ---------
Net Assets Available for
Benefits:
Beginning of Year $8,490,479 $981,774 $3,210,242 $442,729 $0 $21,100,103
--------- ------- --------- --------- --------- ----------
End of Year $8,949,184 ($10) $5,511,091 $536,951 $137,827 $25,342,511
========= ======= ========= ========= ========= ==========
</TABLE>
<PAGE>
Schedule IV
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Number of Number of
Purchase Total Value Sales Net Selling Total Cost of
Description of Assets Transactions of Purchases Transactions Price Assets Sold Net Gain
<S> <C> <C> <C> <C> <C> <C>
Series of transactions involving
securities of the same issue,
that, in the aggregate, exceed
5% of the plan assets as of the
beginning of the plan year:
Fidelity Growth Fund 28 $1,331,597 1 $83,746 $73,778 $9,968
Fidelity Balanced Fund 34 1,413,966 0 - - -
Dreyfus Cash Management Fund 26 2,101,980 23 2,101,980 2,101,980 -
LaSalle National Trust 42 1,960,040 15 3,675,538 3,675,538 -
New York Life Insurance Company
Guaranteed Investment
Contract 12 108,708 1 1,395,260 1,395,260 -
WPL Holding Company Stock 27 1,789,294 7 219,839 184,190 35,649
M&I Stable Principle Fund 1 1,853,710 0 - - -
Marshall Money Market Fund 274 8,755,627 298 6,805,029 6,805,029 -
</TABLE>
The accompanying notes to the financial statements are an integral part of
this schedule.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf
by the undersigned hereunto duly authorized.
WPL HOLDINGS, INC.
(Registrant)
Date: April 29, 1994 EDWARD M. GLEASON
Edward M. Gleason,
Vice President, Treasurer and Corporate Secretary
(Principal Financial Officer)
Date: April 29, 1994 DANIEL A. DOYLE
Daniel A. Doyle,
Controller and Treasurer
Wisconsin Power and Light Company
(Principal Accounting Officer)
<PAGE>
WPL HOLDINGS, INC. AND SUBSIDIARIES
Exhibit Index to Form 10-K for the Year Ended
December 31, 1993
Item Description Page
12 Computation of ratio of earnings to fixed
charges and preferred dividend requirements
after taxes *
21 Subsidiaries of the Company *
23 Consent of Independent Public Accountants *
23A Consent of Independent Public Accounants
(regarding the Wisconsin Power and Light Company
Employee Stock Ownership Plan and the Wisconsin
Power and Light Company Employees' Retirement
Savings Plan A and Plan B)
99 1994 Proxy Statement for the Annual Meeting of
Shareowners to be held May 18, 1994 (To be filed
with the Securities and Exchange Commission
under Regulation 14A within 120 days after the
end of the Company's fiscal year) *
_________________
* Previously filed with this Annual Report on Form 10-K.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our reports included in this WPL Holdings, Inc. Form 10-K/A into WPL
Holdings, Inc.'s previously filed Registration Statements on Form S-8
(Nos. 33-52215, 33-6671 and 2-78551) and Form S-3 (No. 33-21482).
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
April 29, 1994.
