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, 1992
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
222 West Washington Avenue
Madison, Wisconsin 53703
(Address of principal executive (Zip code)
offices)
Registrant's telephone number, including area code: (608) 252-4888
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class On Which Registered
Common Stock, $.01 par value 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 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
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/
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant: $974,221,268 based upon the closing price as of
February 26, 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. Outstanding
at February 26, 1993: 27,934,660 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Company's 1992 Annual Report to Shareowners (the
"Company's 1992 Annual Report") are incorporated by reference into Parts
I, II and IV hereof and portions of the Company's Proxy Statement relating
to its 1993 Annual Meeting of Shareowners are incorporated by reference
into Parts III and IV hereof.
<PAGE>
The undersigned Registrant hereby amends Item 14 of its Annual
Report on Form 10-K for the fiscal year ended December 31, 1992 to add the
financial statements, financial statement schedules and exhibit set forth
below:
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
a. Financial Statements, Financial Statement Schedules and Exhibits.
* * *
The following additional financial statements and supplemental schedules
are included herein:
Page of this
Form 10-K/A
Wisconsin Power and Light Company
Employee Stock Ownership Plan Financial Statements
Report of Independent Public Accountants . . . . . .
Statements of Net Assets Available for Benefits as of
December 31, 1992 and 1991 . . . . . . . . . .
Statements of Changes in Net Assets Available For
Benefits for the Years Ended December 31, 1992
and 1991 . . . . . . . . . . . . . . . . . . .
Notes to Financial Statements . . . . . . . . . . .
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, 1992 and 1991 . . . . . . . . . .
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1992
and 1991 . . . . . . . . . . . . . . . . . . .
Notes to Financial Statements . . . . . . . . . . .
Schedule I - Investments -
Pooled Fixed Income Funds as of December 31,
1992 and 1991 . . . . . . . . . . . . . . . . .
Schedule II - Allocation of Plan Assets and
Liabilities to Investment Funds as of December
31, 1992 and 1991 . . . . . . . . . . . . . . .
Schedule III - Allocation of Changes in Net Assets
Available for Benefits to Investment Funds for
the Years Ended December 31, 1992 and 1991 . .
Plan B
Report of Independent Public Accountants . . . . . .
Statements of Net Assets Available for Benefits as of
December 31, 1992 and 1991 . . . . . . . . . .
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1992
and 1991 . . . . . . . . . . . . . . . . . . .
Notes to Financial Statements . . . . . . . . . . .
Schedule I - Investments -
Pooled Fixed Income Funds as of December 31,
1992 and 1991 . . . . . . . . . . . . . . . . .
Schedule II - Allocation of Plan Assets and
Liabilities to Investment Funds as of December
31, 1992 and 1991 . . . . . . . . . . . . . . .
Schedule III - Allocation of Changes in Net Assets
Available for Benefits to Investment Funds for
the Years Ended December 31, 1992 and 1991 . .
* * *
The following additional Exhibit is filed
herewith.
23A Consent of Independent 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) . . . . . . . . . . . . . . . . .
* * *
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1992 AND 1991
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, 1992 and 1991, and the related statements of
changes in net assets available for benefits for the years then ended.
These financial statements are the responsibility of Wisconsin Power and
Light Company's management. Our responsibility is to express an opinion
on these financial statements 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, 1992
and 1991, and the changes in its net assets for the years then ended, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
April 23, 1993.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
As of December 31,
1992 1991
<S> <C> <C>
Investment in common stock of WPL Holdings, Inc.
(1,293,353 and 1,293,021 shares, respectively;
at quoted market value of $33.875 and $32.75
per share, respectively; aggregate cost of
$22,457,188 and $21,214,417, respectively) $43,811,771 $42,346,422
Cash 462 383
ASSETS AVAILABLE FOR BENEFITS $43,812,233 $42,346,805
</TABLE>
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
<TABLE>
<CAPTION>
For The Years Ended
December 31,
1992 1991
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Dividend income $ 2,367,641 $ 2,300,319
Unrealized appreciation from change in market
value of investment 795,904 9,839,820
----------- -----------
Total Additions 3,163,545 12,140,139
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to terminated
participants (Note 4) (1,698,117) (904,721)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 42,346,805 31,111,387
----------- -----------
End of Year $43,812,233 $42,346,805
=========== ===========
</TABLE>
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, 1992
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 Department of Labor "Rules and
Regulations for Reporting and Disclosure" under the Employee
Retirement Income Security Act ("ERISA") of 1974.
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.
Amendments -
The Company reserves the right to terminate, amend or modify the
Plan if future conditions warrant such action. No significant
amendments were made to the plan in 1992.
Note 2. Accounting Policies -
The Plan's financial statements are prepared on the accrual basis
of accounting.
The AICPA Audit and Accounting Guide, audit of employee benefit
plans (the "audit guide"), as of May 1, 1992, requires that amounts
payable to terminated employees be classified as a component of net
assets available for plan benefits. The Plan's December 31, 1991,
liability for benefits to terminated employees has been reclassified
in the accompanying financial statements to conform with the
accounting treatment required by the audit guide.
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.
During 1992 and 1991, the Plan's investments (including
investments bought, sold and held during the year) appreciated in
value as follows:
1992 1991
Net unrealized gains on
WPL Holdings, Inc. common stock $ 795,904 $9,839,820
========= ==========
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, 1992 and 1991, $720,835 and $1,103,699,
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>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1992 AND 1991
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, 1992 and 1991, 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, 1992 and 1991, 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,
April 23, 1993.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
As of December 31,
1992 1991
ASSETS
<S> <C> <C>
Investments, at market value (Notes 2 & 3):
Mellon Capital Management Stock Index Fund--
17,998 and 16,699 shares (cost $4,886,880
and $4,212,963), respectively $ 6,677,762 $ 5,754,910
Strong Total Return Fund--85,148 shares
(cost $1,555,541) --- 1,723,404
WPL Holdings, Inc. Common Stock--217,576 and
152,001 shares (cost $5,940,506 and $3,713,857),
respectively 7,370,389 4,978,021
Fidelity Growth Company Fund--119,234 and 78,826
shares (cost $3,100,246 and $2,020,992),
respectively 3,295,633 2,135,392
Fidelity Balanced Fund--119,161 shares
(cost $1,474,912) 1,464,485 ---
Corporate obligations--(cost $753,246) 760,709 ---
Pooled Fixed Income Fund, at cost 8,366,754 8,327,078
Marshall Money Market Fund, at cost 744,402 ---
M&I Employee Benefit Money Market Fund, at cost --- 727,900
----------- -----------
Total Investments 28,680,134 23,646,705
----------- -----------
Loans to participants 622,944 436,888
----------- -----------
Receivables:
Employer's Contribution 18,120 17,513
Employees' Contribution 111,755 107,280
Interest 30,029 52,527
----------- -----------
Total Receivables 159,904 177,320
----------- -----------
Cash 30,820 269
----------- -----------
Total Assets 29,493,802 24,261,182
----------- -----------
LIABILITIES:
Other --- 29,119
----------- -----------
Net Assets Available for Benefits $29,493,802 $24,232,063
=========== ===========
</TABLE>
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
<TABLE>
<CAPTION>
Year Ended December 31,
1992 1991
Additions to Net Assets Attributed to:
<S> <C> <C>
Investment Income -
Dividend Income $ 550,388 $ 400,607
Interest Income 769,925 791,398
Net Gain on Sales of Investments 375,502 178,161
Net Unrealized Gain from Increase
in Market Value of Investments 323,454 2,694,574
----------- -----------
2,019,269 4,064,740
----------- -----------
Contributions:
Employer 482,240 435,636
Employees 3,225,842 2,802,184
----------- -----------
3,708,082 3,237,820
----------- -----------
Total Additions 5,727,351 7,302,560
----------- -----------
Deductions from Net Assets Attributed to:
Distributions to Participants 608,891 330,763
Other Expenses 36,922 42,972
----------- -----------
Total Deductions 645,813 373,735
----------- -----------
Transfers Between Plans 180,201 208,322
----------- -----------
Net Assets Available for Benefits:
Beginning of Year 24,232,063 17,094,916
----------- -----------
End of Year $29,493,802 $24,232,063
=========== ===========
</TABLE>
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, 1992 AND 1991
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 $8,728 for 1992) 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.
Note 2. Summary of Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis
of accounting.
Reclassifications
Certain reclassifications have been made to the 1991 financial
statements to conform with the 1992 presentation.
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 with unrealized gains and losses for the year being
reported on the Statements of Changes in Net Assets Available for
Benefits (see Note 3).
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, Strong Total
Return 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, 1992, the
remaining investment funds were administered by four investment
managers, M&I Investment Management Corporation, Mellon Capital
Management Corporation, LaSalle National Trust, N.A. 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. LaSalle National Trust, N.A. 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. As of June 1, 1991, this fund is invested in the
Fidelity Growth Company Fund managed by Fidelity Management &
Research. 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 administers this
fund using 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 shall be
periodically reinvested by the Trustee in common stock of WPL
Holdings, Inc.
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.
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:
1992 1991
Loan Proceeds $347,944 $231,568
Loan Repayments (210,867) (112,881)
Transfers between Plans (1,100) 20,180
-------- --------
Net transfers $135,977 $138,867
======== ========
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 M&I Money
Market Fund. These transactions are not considered prohibited
transactions by statutory exemptions under the ERISA regulations.
<PAGE>
Schedule I
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
INVESTMENTS - POOLED FIXED INCOME FUND
AS OF DECEMBER 31, 1992 AND 1991
<TABLE>
<CAPTION>
Number
of Units 1992 1991
<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. - 8.75%,
due 12/31/91 1 -- 1,066,904
New York Life Insurance Co.:
1991 Selection Fund H9, 8.45%,
due 12/31/93 1 1,469,779 1,342,914
CNA:
1991 Selection Fund F4, 9.07%,
due 12/31/94 through 12/31/96 1 1,989,437 1,810,587
Metropolitan Life Insurance Company:
1991 Selection Fund FF6, 7.48%,
due 6/30/93 through 6/30/95 1 754,989 698,162
Provident National Assurance Company:
1990 Selection Fund K-1, 8.56%,
due 12/31/91 through 12/31/93 1 451,542 1,177,018
Allstate Life Insurance Company:
1990 Selection Fund M-2, 8.55%
due 7/1/92 and 12/31/94 1 575,876 1,053,393
Principal Mutual Life Insurance Company:
1991 Selection Fund X4, 7.57%
due 9/30/93 1 430,096 397,619
1990 Selection Fund 03A, 8.30%
due 6/30/93 and 6/30/94 1 617,691 566,492
1990 Selection Fund HH1, 9.00%
due 6/30/95 1 234,981 213,989
---------- ---------
Total Pooled Fixed Income Funds $8,366,754 $8,327,078
========== ==========
</TABLE>
<PAGE>
Schedule II
Page 1 of 2
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
AS OF DECEMBER 31, 1992
<TABLE>
<CAPTION>
Shares or Money Strong Total
Principal Equity Market Growth Balanced Fixed Income Return
Amount Fund Fund Fund Fund Fund Fund
Assets
<S> <C> <C> <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 712,609 760,709
Pooled Fixed Income Funds 8,366,754
Marshall Money Market Fund 744,402 6,800 648,837 1,242 60,363 2,735
-------- ------- ------- -------- -------- --------
Total Investments 6,684,562 648,837 3,296,875 1,524,848 9,130,198 0
--------- ------- --------- --------- --------- --------
Loans to Participants
-------- ------- ------- ------ ------- --------
Receivables:
Employer's contribution
Employee's contribution
Interest 91 1,864 196 98 27,473
--------- -------- ------- ------- ------- --------
Total Receivables 91 1,864 196 98 27,473 0
--------- -------- ------- ------- -------- --------
Cash 30,830 (10)
-------- -------- -------- ------- -------- ---------
Net Assets Available for
Benefits $6,715,483 $650,701 $3,297,071 $1,524,946 $9,157,671 ($10)
========== ======== ========== ========== ========== =========
<CAPTION>
WPL Holdings,
Inc. Common Loan Unallocated Total All
Stock Fund Fund Fund Funds
Assets
<S> <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
Pooled Fixed Income Funds 8,366,754
Marshall Money Market Fund 24,425 744,402
---------- -------- --------- --------
Total Investments 7,394,814 0 0 28,680,134
--------- -------- --------- --------
Loans to Participants 622,944 622,944
--------- -------- --------- ---------
Receivables:
Employer's contribution 18,120 18,120
Employee's contribution 111,755 111,755
Interest 307 30,029
--------- ------- --------- ---------
Total Receivables 307 0 129,875 159,904
--------- ------- -------- ---------
Cash 30,820
---------- -------- --------- ---------
Net Assets Available for
Benefits $7,395,121 $622,944 $129,875 $29,493,802
========== ======== ======== ===========
</TABLE>
<PAGE>
Schedule II
Page 2 of 2
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
AS OF DECEMBER 31, 1991
<TABLE>
<CAPTION>
Fixed Income Funds
Shares or Money 1988 Strong Total
Principal Equity Market Growth Guaranteed Fixed Income Return
Amount Fund Fund Fund Fund Fund Fund
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at market value:
Mellon Capital Management
Stock Index Fund 16,699 $5,754,910
Strong Total Return Fund 85,148 1,723,404
WPL Holdings, Inc. Common
Stock 152,001
Fidelity Growth Company Fund 78,826 2,135,392
Deposits with Insurance
Companies 8,327,078
M&I Employee Benefit Money
Market Fund 727,900 52,900 608,200 200 64,600 2,000
--------- --------- --------- --------- --------- --------
Total Investments 5,807,810 608,200 2,135,592 0 8,391,678 1,725,404
--------- --------- --------- --------- --------- ---------
Loans to Participants
--------- --------- --------- ---------- --------- ---------
Receivables:
Employer's contribution
Employee's contribution
Interest 174 2,728 26 49,503 12
-------- --------- --------- --------- --------- ---------
Total Receivables 174 2,728 26 0 49,503 12
-------- -------- -------- -------- --------- --------
Cash 26 39 51 45 66
-------- -------- -------- -------- --------- --------
Total Assets 5,808,010 610,967 2,135,669 0 8,441,226 1,725,482
--------- -------- --------- -------- --------- ---------
LIABILITIES
Other 17,346 11,773
--------- --------- ---------- --------- --------- ---------
Net Assets Available for
Benefits $5,790,664 $610,967 $2,135,669 $0 $8,429,453 $1,725,482
========== ======== ========== ========== ========== ==========
<CAPTION>
WPL Holdings,
Inc. Common Loan Unallocated Total All
Stock Fund Fund Fund Funds
ASSETS
<S> <C> <C> <C> <C>
Investments, at market value:
Mellon Capital Management Stock
Index Fund $5,754,910
Strong Total Return Fund 1,723,404
WPL Holdings, Inc. Common Stock 4,978,021 4,978,021
Fidelity Growth Company Fund 2,135,392
Deposits with Insurance Companies 8,327,078
M&I Employee Benefit Money Market
Fund 727,900
---------- --------- --------- ----------
Total Investments 4,978,021 0 0 23,646,705
--------- ------- -------- ----------
Loans to Participants 436,888 436,888
---------- -------- -------- ---------
Receivables:
Employer's contribution 17,513 17,513
Employee's contribution 107,280 107,280
Interest 84 52,527
-------- -------- -------- ---------
Total Receivables 84 0 124,793 177,320
-------- -------- -------- ---------
Cash 42 269
-------- --------- -------- --------
Total Assets 4,978,147 436,888 124,793 24,261,182
---------- -------- -------- -----------
LIABILITIES
Other 29,119
---------- --------- -------- ---------
Net Assets Available for Benefits $4,978,147 $436,888 $124,793 $24,232,063
========== ======== ======== ===========
</TABLE>
<PAGE>
Schedule III
Page 1 of 2
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
<TABLE>
<CAPTION>
Money Strong Total
Equity Market Growth Balanced Fixed Income Return
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income -
Dividend Income 187,384 9,526 15,542 9,941
Interest Income 1,460 24,761 567 98 683,819 156
Net Gain (Loss) on Sales of
Investments 44,047 144,011 5,921 (1,161) 126,708
Net Unrealized Gain (Loss)
from increase (Decrease)
in Market Value of
Investments 248,935 80,611 (10,426) 7,463 (167,863)
--------- -------- -------- ---------- -------- ----------
481,826 24,761 234,715 11,135 690,121 (31,058)
--------- -------- --------- -------- --------- ----------
Contributions:
Employer
Employees 720,253 85,124 807,066 26,710 729,662 247,110
--------- ------- --------- --------- --------- ---------
720,253 85,124 807,066 26,710 729,662 247,110
--------- -------- --------- -------- --------- ---------
Total Additions 1,202,079 109,885 1,041,781 37,845 1,419,783 216,052
---------- -------- ---------- -------- ---------- ----------
Deductions from Net Assets
Attributed to:
Distributions to
participants 162,414 17,657 56,837 256,070 40,305
Other Expenses 18,223 2,100 704 0 13,621 1,041
-------- ------- ------- --------- --------- ---------
Total Deductions 180,637 19,757 57,541 0 269,691 41,346
--------- ------- --------- --------- --------- ---------
Transfers Between Plans (96,623) (50,394) 177,162 1,487,101 (412,874) (1,900,198)
---------- --------- --------- --------- ----------- -----------
Net Assets Available for
Benefits:
Beginning of Year $5,790,664 $610,967 $2,135,669 $0 $8,429,453 $1,725,482
---------- -------- ---------- ---------- ---------- ----------
End of Year $6,715,483 $650,701 $3,297,071 $1,524,946 $9,157,671 ($10)
========== ======== ========== ========== ========== ==========
<CAPTION>
WPL Holdings,
Inc. Common Loan Unallocated Total All
Stock Fund Fund Fund Funds
<S> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income -
Dividend Income 327,995 550,388
Interest Income 1,772 57,292 769,925
Net Gain (Loss) on Sales of
Investments 55,976 375,502
Net Unrealized Gain (Loss)
from increase (Decrease) in
Market Value of Investments 164,734 323,454
--------- --------- --------- ---------
550,477 57,292 0 2,019,269
--------- -------- --------- ---------
Contributions:
Employer 481,633 607 482,240
Employees 605,442 4,475 3,225,842
--------- --------- ------- ----------
1,087,075 5,082 3,708,082
---------- --------- -------- ----------
Total Additions 1,637,552 57,292 5,082 5,727,351
---------- --------- -------- ----------
Deductions from Net Assets
Attributed to:
Distributions to
participants 68,395 7,213 608,891
Other Expenses 1,233 36,922
--------- ------- --------- ---------
Total Deductions 69,628 7,213 0 645,813
--------- ------- -------- ----------
Transfers Between Plans 849,050 135,977 180,201
--------- -------- --------- ----------
Net Assets Available for
Benefits:
Beginning of Year $4,978,147 $436,888 $124,793 $24,232,063
---------- -------- -------- -----------
End of Year $7,395,121 $622,944 $129,875 $29,493,802
========== ======== ======== ===========
</TABLE>
<PAGE>
Schedule III
Page 2 of 2
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, 1991
<TABLE>
<CAPTION>
Fixed Income Funds
1988 Strong Total
Equity Money Market Growth Guaranteed Fixed Income Return
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income -
Dividend Income 157,774 18,712
Interest Income 2,947 42,405 6,110 3,923 693,400 450
Net Gain (Loss) on Sales
of Investments 80,345 127,512 (55,047)
Net Unrealized Gain from
Increase in Market
Value of Investments 1,013,093 114,400 463,201
--------- -------- -------- -------- --------- --------
1,254,159 42,405 248,022 3,923 693,400 427,316
--------- --------- --------- ------- --------- ---------
Contributions -
Employer
Employees 737,110 149,905 292,298 964,679 266,882
-------- -------- -------- --------- -------- --------
737,110 149,905 292,298 0 964,679 266,882
--------- -------- --------- -------- -------- ---------
Total Additions 1,991,269 192,310 540,320 3,923 1,658,079 694,198
--------- -------- --------- -------- --------- ---------
Deductions from Net Assets
Attributed to:
Distributions to
Participants 81,947 10,953 25,628 128,411 9,457
Other Expenses 10,057 2,348 71 149 29,933 111
-------- ------- ------- -------- --------- --------
Total Deductions 92,004 13,301 25,699 149 158,344 9,568
-------- ------- -------- --------- --------- --------
Transfers Between Plans (338,080) (179,129) 1,621,048 (3,425,461) 2,510,611 (440,021)
---------- --------- --------- ----------- --------- ----------
Net Assets Available for
Benefits:
Beginning of Year $4,229,479 $611,087 $0 $3,421,687 $4,419,107 $1,480,873
---------- -------- --------- ---------- ---------- ----------
End of Year $5,790,664 $610,967 $2,135,669 $0 $8,429,453 $1,725,482
========== ======== ========== ========= ========== ==========
<CAPTION>
WPL Holdings,
Inc. Common Loan Unallocated Total All
Stock Fund Fund Fund Funds
<S> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income -
Dividend Income 224,121 400,607
Interest Income 2,250 39,913 791,398
Net Gain (Loss) on Sales
of Investments 25,351 178,161
Net Unrealized Gain from
Increase in Market
Value of Investments 1,103,880 2,694,574
---------- --------- -------- ---------
1,355,602 39,913 0 4,064,740
---------- ------- -------- ---------
Contributions -
Employer 435,739 (103) 435,636
Employees 387,961 3,349 2,802,184
-------- -------- -------- ---------
823,700 3,246 3,237,820
--------- --------- -------- ---------
Total Additions 2,179,302 39,913 3,246 7,302,560
---------- -------- -------- ---------
Deductions from Net
Assets
Attributed to:
Distributions to
Participants 46,655 27,712 330,763
Other Expenses 303 42,972
-------- -------- --------- --------
Total Deductions 46,958 27,712 0 373,735
--------- -------- --------- ---------
Transfers Between Plans 320,487 138,867 208,322
Net Assets Available for
Benefits:
Beginning of Year $2,525,316 $285,820 $121,547 $17,094,916
---------- -------- -------- -----------
End of Year $4,978,147 $436,888 $124,793 $24,232,063
========== ======== ======== ===========
</TABLE>
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1992 AND 1991
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, 1992 and 1991, 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, 1992 and 1991, 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,
April 23, 1993.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
As of December 31,
1992 1991
ASSETS
<S> <C> <C>
Investments, at market value (Notes 2 & 3):
Mellon Capital Management Stock Index Fund--
16,298 and 16,109 shares (cost $4,362,176
and $4,034,766), respectively $ 6,047,014 $ 5,551,580
Strong Total Return Fund--47,898 shares
(cost $885,179) --- 969,464
WPL Holdings, Inc. Common Stock--162,671 and
97,366 shares (cost $4,685,614 and $2,472,382),
respectively 5,510,478 3,188,748
Fidelity Growth Company Fund--86,962 and
63,918 shares (cost $2,246,806 and
$1,633,119), respectively 2,403,635 1,731,545
Fidelity Balanced Fund--73,760 shares
(cost $910,098) 906,512 ---
Corporate obligations--(cost $832,535) 840,540 ---
Pooled Fixed Income Fund, at cost 8,075,184 8,426,096
Marshall Money Market Fund, at cost 791,147 ---
M&I Employee Benefit Money Market Fund, at cost --- 694,000
----------- -----------
Total Investments 24,574,510 20,561,433
----------- -----------
Loans to Participants 536,951 442,729
----------- -----------
Receivables:
Employees' Contribution 137,827 ---
Interest 31,685 51,739
----------- -----------
Total Receivables 169,512 51,739
----------- -----------
Cash 61,538 44,202
----------- -----------
Net Assets Available for Benefits $25,342,511 $21,100,103
=========== ===========
</TABLE>
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
<TABLE>
<CAPTION>
Year Ended December 31,
1992 1991
<S> <C> <C>
Additions to Net Assets Attributed to:
Investment Income -
Dividend Income 413,013 291,525
Interest Income 758,898 796,957
Net Gain on Sales of Investments 318,987 147,311
Net Unrealized Gain from Increase
in Market Value of Investments 254,086 2,011,881
----------- -----------
1,744,984 3,247,674
Contributions from Participants 3,530,067 3,040,771
----------- -----------
Total Additions 5,275,051 6,288,445
----------- -----------
Deductions from Net Assets Attributed to:
Distributions to Participants 811,988 366,239
Other Expenses 40,454 36,288
----------- -----------
Total Deductions 852,442 402,527
----------- -----------
Transfers Between Plans (180,201) (208,322)
----------- -----------
Net Assets Available for Benefits:
Beginning of Year 21,100,103 15,422,507
----------- -----------
End of Year $25,342,511 $21,100,103
=========== ===========
</TABLE>
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, 1992 AND 1991
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 $8,728 for 1992) 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.
Note 2. Summary of Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual
basis of accounting.
Reclassifications
Certain reclassifications have been made to the 1991 financial
statements to conform with the 1992 presentation.
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 with unrealized gains and losses for the year being
reported on the Statements of Changes in Net Assets Available for
Benefits (see Note 3).
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, Strong Total
Return 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, 1992 the
remaining investment funds are administered by four investment
managers, M&I Investment Management Corporation, Mellon Capital
Management Corporation, LaSalle National Trust, N.A. 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. LaSalle National Trust, N.A. 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. As of June 1, 1991, this fund is invested in the
Fidelity Growth Company Fund managed by Fidelity Management &
Research. 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 administers this
fund using 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 shall be
periodically reinvested by the Trustee in common stock of WPL
Holdings, Inc.
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.
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:
1992 1991
Loan Proceeds $201,916 $226,095
Loan Repayments (152,347) (112,823)
Transfers between Plans 1,100 (20,180)
-------- --------
Net transfers $ 50,669 $ 93,092
======== ========
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 8. Related Party Transactions
As described previously (see Note 3), the Plan maintains
investments in WPL Holdings, Inc. common stock and in the M&I Money
Market Fund. These transactions are not considered prohibited
transactions by statutory exemptions under the ERISA regulations.
<PAGE>
Schedule I
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
INVESTMENTS - POOLED FIXED INCOME FUND
AS OF DECEMBER 31, 1992 AND 1991
<TABLE>
<CAPTION>
Number
of Units 1992 1991
<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 - 8.75%,
due 12/31/91 1 -- 1,192,260
New York Life Insurance Co.:
1991 Selection Fund H9, 8.45%,
due 12/31/93 1 1,286,552 1,189,641
CNA:
1991 Selection Fund F4, 9.07%,
due 12/31/94 through 12/31/96 1 1,446,147 1,326,601
Metropolitan Life Insurance Company:
1991 Selection Fund FF6, 7.48%,
due 6/30/93 through 6/30/95 1 1,116,843 1,038,578
Provident National Assurance Company:
1990 Selection Fund K-1, 8.56%,
due 12/31/91 through 12/21/93 1 410,284 1,199,926
Allstate Life Insurance Company:
1990 Selection Fund M-2, 8.55%
due 7/1/92 and 12/31/94 1 586,868 1,081,170
Principal Mutual Life Insurance Company:
1991 Selection Fund X4, 7.57%
due 9/30/93 1 583,040 542,152
1990 Selection Fund 03A, 8.30%
due 6/30/93 and 6/30/94 1 532,843 492,210
1990 Selection Fund HH1, 9.00%
due 6/30/95 1 397,109 363,558
Total 8,075,184 8,426,096
</TABLE>
<PAGE>
Schedule II
Page 1 of 2
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
AS OF DECEMBER 31, 1992
<TABLE>
<CAPTION>
Fixed
Shares or Income
Principal Equity Money Market Growth Balanced Fund
Amount Fund Fund Fund Fund
Assets
<S> <C> <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 787,391 840,540
Pooled Fixed Income Funds 8,075,184
Marshall Money Market Fund 791,146 11,867 684,673 4,061 85,958 4,468
--------- ------- ------- -------- --------
Total Investments 6,058,881 684,673 2,407,696 992,470 8,920,192
--------- ------- --------- -------- ---------
Loans to Participants
--------- ------- --------- -------- ---------
Receivables:
Employee contribution
Interest 96 1,930 102 72 28,992
--------- ------- --------- -------- ---------
Total Receivables 96 1,930 102 72 28,992
--------- ------- --------- -------- ---------
Cash 61,548
--------- ------- --------- -------- ---------
Net Assets Available for
Benefits $6,120,525 $686,603 $2,407,798 $992,542 $8,949,184
========== ======== ========== ======== ==========
<CAPTION>
Strong
Total WPL Holdings,
Return Inc. Common Loan Unallocated Total All
Fund Stock Fund Fund Fund Funds
Assets
<S> <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
Pooled Fixed Income Funds 8,075,184
Marshall Money Market Fund 120 791,147
-------- -------- -------- --------- ---------
Total Investments 0 5,510,598 0 0 24,574,510
-------- -------- -------- --------- ---------
Loans to Participants 536,951 536,951
-------- -------- -------- --------- ---------
Receivables:
Employee contribution 137,827 137,827
Interest 493 31,685
-------- -------- -------- --------- ---------
Total Receivables 0 493 0 137,827 169,512
-------- -------- -------- --------- ---------
Cash (10) 61,538
-------- -------- -------- --------- ---------
Net Assets Available for
Benefits ($10) $5,511,091 $536,951 $137,827 $25,342,511
========= ========== ======== ======== ===========
</TABLE>
<PAGE>
Schedule II
Page 2 of 2
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
AS OF DECEMBER 31, 1991
<TABLE>
<CAPTION>
Fixed Income Funds
Shares or 1988
Principal Equity Money Market Growth Guaranteed Fixed Income
Amount Fund Fund Fund Fund Fund
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Investments, at market value:
Mellon Capital Management
Stock Index Fund 16,109 $5,551,580
Strong Total Return Fund 47,898
WPL Holdings, Inc. Common
Stock 97,366
Fidelity Growth Company Fund 63,918 1,731,545
Deposits with Insurance
Companies 8,426,096
M&I Employee Benefit Money
Market Fund 694,000 3,200 650,900 4,400 1,800
---------- ------- ---------- ----------- ----------
Total Investments 5,554,780 650,900 1,735,945 0 8,427,896
---------- ------- ---------- ----------- ----------
Loans to Participants
Interest 136 3,012 26 48,468
Cash 30,013 47 20 14,115
---------- ------- ---------- ----------- ----------
Net Assets Available for
Benefits $5,584,929 $653,959 $1,735,991 $0 $8,490,479
========== ======== ========== ========== ==========
<CAPTION>
Strong Total WPL Holdings, Inc.
Return Common Loan Unallocated Total All
Fund Stock Fund Fund Fund Funds
ASSETS
<S> <C> <C> <C> <C> <C>
Investments, at market value:
Mellon Capital Management Stock
Index Fund $5,551,580
Strong Total Return Fund 969,464 969,464
WPL Holdings, Inc. Common Stock 3,188,748 3,188,748
Fidelity Growth Company Fund 1,731,545
Deposits with Insurance
Companies 8,426,096
M&I Employee Benefit Money
Market Fund 12,300 21,400 694,000
---------- ---------- ---------- ----------- -----------
Total Investments 981,764 3,210,148 0 0 20,561,433
--------- --------- --------- ---------- ----------
Loans to Participants 442,729 442,729
Interest 8 89 51,739
Cash 2 5 44,202
--------- ------------ ---------- ----------- -----------
Net Assets Available for Benefits $981,774 $3,210,242 $442,729 $0 $21,100,103
======== ========== ======== ========== ===========
</TABLE>
<PAGE>
Schedule III
Page 1 of 2
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
<TABLE>
<CAPTION>
Equity Money Market Growth Balanced Fixed Income
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income -
Dividend Income 174,438 7,116 7,312
Interest Income 1,537 25,082 699 71 675,136
Net Gain (Loss) on Sales of
Investments 101,119 112,963 2,786 (1,183)
Net Unrealized Gain (Loss)
from Increase (Decrease) in
Market Value of Investments 168,024 58,404 (3,586) 8,006
---------- ---------- ---------- --------- ----------
445,118 25,082 179,182 6,583 681,959
---------- ---------- ---------- --------- ----------
Contributions 796,046 95,120 654,249 20,365 931,511
---------- ---------- ---------- --------- ----------
TOTAL 1,241,164 120,202 833,431 26,948 1,613,470
---------- ---------- ---------- --------- ----------
Deductions from Net Assets
Attributed to:
Distributions to participants 111,540 4,007 32,817 516,587
Other Expenses 10,743 1,930 399 20,134
---------- ---------- ---------- --------- ----------
TOTAL 122,283 5,937 33,216 0 536,721
---------- ---------- ---------- --------- ----------
Transfers Between Plans (583,285) (81,621) (128,408) 965,594 (618,044)
---------- ---------- ---------- --------- ----------
Net Assets Available for
Benefits:
Beginning of Year $5,584,929 $653,959 $1,735,991 $0 $8,490,479
---------- ---------- ---------- --------- ----------
End of Year $6,120,525 $686,603 $2,407,798 $992,542 $8,949,184
========== ======== ========== ======== ==========
<CAPTION>
Strong Total WPL Holdings, Inc.
Return Common Unallocated Total All
Fund Stock Fund Loan Fund Fund Funds
<S> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income -
Dividend Income 5,531 218,616 413,013
Interest Income 241 1,390 54,742 758,898
Net Gain (Loss) on Sales of
Investments 62,892 40,410 318,987
Net Unrealized Gain (Loss)
from Increase (Decrease)
in Market Value of
Investments (84,285) 107,523 254,086
---------- ---------- ----------- ------------ ----------
(15,621) 367,939 54,742 0 1,744,984
---------- ---------- ----------- ------------ ----------
Contributions 186,704 708,245 137,827 3,530,067
---------- ---------- ----------- ------------ ----------
TOTAL 171,083 1,076,184 54,742 137,827 5,275,051
---------- ---------- ----------- ------------ ----------
Deductions from Net Assets
Attributed to:
Distributions to
participants 26,862 108,986 11,189 811,988
Other Expenses 877 6,371 40,454
---------- ---------- ----------- ------------ ----------
TOTAL 27,739 115,357 11,189 0 852,442
---------- ---------- ----------- ------------ ----------
Transfers Between Plans (1,125,128) 1,340,022 50,669 (180,201)
---------- ---------- ----------- ------------ ----------
Net Assets Available for
Benefits:
Beginning of Year $981,774 $3,210,242 $442,729 $0 $21,100,103
---------- ---------- ----------- ------------ ----------
End of Year ($10) $5,511,091 $536,951 $137,827 $25,342,511
============ ========== ======== ======== ===========
</TABLE>
<PAGE>
Schedule III
Page 2 of 2
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, 1991
<TABLE>
<CAPTION>
Fixed Income Funds
Equity Money Market Growth 1988 Guaranteed Fixed Income
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income -
Dividend Income 149,565
Interest Income 2,999 49,968 4,858 3,528 691,241
Net Gain on Sales of
Investments 58,289 101,075
Net Unrealized Gain from
Increase in Market Value of
Investments 996,519 98,425
--------- ---------- ---------- ----------- ----------
1,207,372 49,968 204,358 3,528 691,241
--------- ---------- ---------- ----------- ----------
Contributions 778,874 138,883 284,526 1,228,331
--------- ---------- ---------- ----------- ----------
Total Additions 1,986,246 188,851 488,884 3,528 1,919,572
--------- ---------- ---------- ----------- ----------
Deductions from Net Assets
Attributed to:
Distributions to Participants 75,943 27,484 353 243,478
Other Expenses 5,354 2,489 37 137 27,835
--------- ---------- ---------- ----------- ----------
Total Deductions 81,297 29,973 390 137 271,313
--------- ---------- ---------- ----------- ----------
Transfers Between Plans (530,260) (194,509) 1,247,497 (3,089,889) 2,129,995
--------- ---------- ---------- ----------- ----------
Net Assets Available for
Benefits:
Beginning of Year $4,210,240 $689,590 $0 $3,086,498 $4,712,225
--------- ---------- ---------- ----------- ----------
End of Year $5,584,929 $653,959 $1,735,991 $0 $8,490,479
========== ======== ========== ============ ==========
<CAPTION>
WPL Holdings,
Strong Total Return Inc. Common Unallocated Total All
Fund Stock Fund Loan Fund Fund Funds
<S> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income -
Dividend Income 10,515 131,445 291,525
Interest Income 338 1,390 42,635 796,957
Net Gain on Sales of
Investments (52,135) 40,082 147,311
Net Unrealized Gain from
Increase in Market Value
of Investments 281,172 635,765 2,011,881
--------- ---------- ----------- ---------- ---------
239,890 808,682 42,635 0 3,247,674
--------- ---------- ----------- ---------- ---------
Contributions 189,573 420,584 3,040,771
--------- ---------- ----------- ---------- ---------
Total Additions 429,463 1,229,266 42,635 0 6,288,445
--------- ---------- ----------- ---------- ---------
Deductions from Net Assets
Attributed to:
Distributions to
Participants 3,071 15,910 366,239
Other Expenses 133 303 36,288
--------- ---------- ----------- ---------- ---------
Total Deductions 3,204 16,213 0 0 402,527
--------- ---------- ----------- ---------- ---------
Transfers Between Plans (368,760) 504,512 93,092 (208,322)
--------- ---------- ----------- ---------- ---------
Net Assets Available for
Benefits:
Beginning of Year $ 924,275 $1,492,677 $307,002 $0 $15,422,507
--------- ---------- ----------- ---------- ---------
End of Year $ 981,774 $3,210,242 $442,729 $0 $21,100,103
========= ========== ======== ========= ===========
</TABLE>
<PAGE>
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: February 7, 1994 /s/ Edward M. Gleason
Edward M. Gleason
Vice President, Treasurer and Corporate
Secretary
<PAGE>
WPL HOLDINGS, INC.
EXHIBIT INDEX TO FORM 10-K/A
(Listing Additional Exhibits to its Form 10-K)
Exhibit Page
23A Consent of Independent Public Accountants (regarding
the Wisconsin Power and Light Company Employee Stock
Ownership Plan) the Wisconsin Power and Light Company
Employees' Retirement Savings Plan A and Plan B)
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. 33-6671 and 2-78551) and Form S-3 (No. 33-21482).
ARTHUR ANDERSEN & CO.
Milwaukee, Wisconsin,
February 3, 1994.
