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, 1994
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 of (I.R.S. Employer
incorporation or organization) Identification 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 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.[ ]
The aggregate market value of the voting stock held by nonaffiliates of
the registrant: $842,426,972 based upon the closing price as of
January 31, 1995 of the registrant's 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, 1995
Common Stock, $.01 par value 30,773,588 shares
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Company's 1995 Proxy Statement relating to its 1995 Annual
Meeting of Shareowners 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, 1994 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
Consolidated Statements of Income for the Years Ended December 31,
1994, 1993 and 1992
Consolidated Balance Sheets, December 31, 1994 and 1993
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1994, 1993 and 1992
Consolidated Statements of Capitalization, December 31, 1994 and
1993
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, 1994, 1993 and 1992
Schedule I. Parent Company Financial Statements
Schedule II. Valuation and Qualifying Accounts and Reserves
All other schedules are omitted because they are not applicable or
not required, or because the 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 Schedule
Included as part of this Item 14:
Report of Independent Public Accountants
Statements of Net Assets Available for Benefits as of December 14,
1994 and December 31, 1993
Statements of Changes in Net Assets Available For Benefits for the
period from January 1, 1994 to December 14, 1994 and for the year
ending December 31, 1993
Notes to Financial Statements
Schedule I - Schedule of Reportable Transactions
Wisconsin Power and Light Company Employees' Retirement Savings
Plan A
Financial Statements and Schedules
Included as part of this Item 14:
Report of Independent Public Accountants
Statements of Net Assets Available for Benefits as of December 31,
1994 and 1993
Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 1994 and 1993
Notes to Financial Statements
Schedule I - Investments -
Pooled Fixed Income Funds as of December 31, 1994 and 1993
Schedule II - Allocation of Net Assets Available for Benefits to
Investment Funds as of December 31, 1994 and 1993
Schedule III - Allocation of Changes in Net Assets Available for
Benefits to Investment Funds
Schedule IV - Schedule of Reportable Transactions
Wisconsin Power and Light Company Employees' Retirement Savings
Plan B Financial Statements and Schedules
Included as part of this Item 14:
Report of Independent Public Accountants
Statements of Net Assets Available for Benefits as of December 31,
1994 and 1993
Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 1994 and 1993
Notes to Financial Statements
Schedule I - Investments -
Pooled Fixed Income Funds as of December 31, 1994 and 1993
Schedule II - Allocation of Net Assets Available for Benefits to
Investment Funds (not applicable)
Schedule III - Allocation of Changes in Net Assets Available for
Benefits to Investment Funds
Schedule IV - Schedule of Reportable Transactions
(a) (3) Exhibits
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 (incorporated by
reference to Exhibit 4.1 to the Company's Form S-3
Registration Statement No. 33-59972)
3B By-Laws of the Company as revised to February 23, 1994
4A* Indenture of Mortgage or Deed of Trust dated August 1,
1941, between WPL and First Wisconsin Trust Company and
George B. Luhman, as Trustees, incorporated by reference
to 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 (incorporated by reference to Second
Amended Exhibit 7(b) in File No. 2-7361; Amended Exhibit
7(c) incorporated by reference to 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 incorporated by reference to
Exhibit 4.03 in File No. 33-2579; Amended Exhibit 4.02 in
File No. 33-4961; Exhibit 4B to WPL's Form 10-K for the
year ended December 31, 1988; Exhibit 4.1 to WPL'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 WPL's Form 8-K dated March 9, 1992;
Exhibit 4.1 to WPL's Form 8-K dated May 12, 1992; Exhibit
4.1 to WPL's Form 8-K dated June 29, 1992; and Exhibit
4.1 to WPL's Form 8-K dated July 20, 1992)
4B* Rights Agreement, dated as of February 22, 1989, between
the Company and Morgan Shareholder Services Trust
Company (incorporated by reference to Exhibit 4 to the
Company's Form 8-K dated February 27, 1989)
10A* Executive Tenure Compensation Plan, as revised November
1992 (incorporated by reference to Exhibit 10A to the
Company's Form 10-K for the year ended December 31, 1992)
10B*# Form of Supplemental Retirement Plan, as revised November
1992 (incorporated by reference to Exhibit 10B to the
Company's Form 10-K for the year ended December 31, 1992)
10C*# Forms of Deferred Compensation Plans, as amended June
1990 (incorporated by reference to 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 (incorporated by reference to Exhibit
10C.1 to the Company's Form 10-K for the year ended
December 31, 1992)
10C.2*# Officer's Deferred Compensation Plan III, as adopted
January 1993 (incorporated by reference to Exhibit 10C.2
to the Company's Form 10-K for the year ended December
31, 1993)
10D*# Pre-Retirement Survivor's Income Supplemental Plan, as
revised November 1992 (incorporated by reference to
Exhibit 10F to the Company's Form 10-K for the year ended
December 31, 1992)
10E*# Wisconsin Power and Light Company Management Incentive
Plan (incorporated by reference to Exhibit 10H to the
Company's Form 10-K for the year ended December 31, 1992)
10F# Deferred Compensation Plan for Directors, as amended
January 17, 1995
10G*# WPL Holdings, Inc. Long-Term Equity Incentive Plan
(incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994)
10H*# Key Executive Employment and Severance Agreement by and
between WPL Holdings, Inc., and E.B. Davis, Jr.
(incorporated by reference to Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994)
10I*# Form of Key Executive Employment and Severance Agreement
by and between WPL Holdings, Inc. and each of L.W.
Ahearn, W.D. Harvey, E.G. Protsch and A.J. Amato
(incorporated by reference to Exhibit 4.3 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994)
10J*# Form of Key Executive Employment and Severance Agreement
by and between WPL Holdings, Inc. and each of E.M.
Gleason, B.J. Swan, D.A. Doyle, N.E. Boys, D.E. Ellestad,
P.J. Wegner and K.K. Zuhlke (incorporated by reference to
Exhibit 4.4 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994)
10K*# Restricted Stock Agreement -- Lance Ahearn (incorporated
by reference to Exhibit 10J to the Company's Form 10-K
for the year ended December 31, 1992)
10L# Restricted Stock Agreement -- Erroll B. Davis
10M# Summary of Heartland Development Corporation Short-Term
Incentive Plan
21 Subsidiaries of the Company
23A Consent of Independent Public Accountants (regarding the
audited financial statements of the Company)
23B Consent of Independent Public Accountants (regarding
audited financial statements of 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)
27 Financial Data Schedule
99* 1995 Proxy Statement for the Annual Meeting of
Shareowners to be held May 17, 1995 [Except to the extent
incorporated by reference, the Proxy Statement for the
1995 Annual Meeting of Shareowners shall not be deemed to
be filed with the Securities and Exchange Commission as
part of this Annual Report on Form 10-K]
# A management contract or compensatory plan or arrangement.
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.
(b) Reports on Form 8-K.
None
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 1, 1994 TO DECEMBER 14, 1994
AND FOR THE YEAR ENDED DECEMBER 31, 1993
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 (the "Plan") as of December 14, 1994 and December 31, 1993, and the
related statements of changes in net assets available for benefits for the
period from January 1, 1994 to December 14, 1994 and for the year ended
December 31, 1993. These financial statements and the schedule referred
to in the accompanying index are the responsibility of the Plan'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 net assets available for benefits of the
Plan as of December 14, 1994 and December 31, 1993, and the changes in its
net assets available for benefits for the period from January 1, 1994 to
December 14, 1994 and for the year ended December 31, 1993, 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 is not a required part of the basic financial statements, but
is 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.
As discussed in Note 1 in the Notes to Financial Statements, the Board of
Directors of Wisconsin Power and Light Company, the Plan's sponsor, voted
on September 21, 1994 to terminate the Plan, and the remaining assets of
the Plan were distributed to participants on December 14, 1994.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
April 12, 1995
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of
--------------------------------
December 14, December 31,
1994 1993
------------- --------------
Investment in common stock of
WPL Holdings, Inc. (0 and
1,291,387 shares, respectively;
at quoted market value of
$27.5125 and $32.875 per share,
respectively; aggregate cost of
$0 and $23,620,349, repectively) $ -- $42,454,339
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $0 $42,454,339
============ =============
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 Period Ended
--------------------------------
December 14, December 31,
1994 1993
------------- -------------
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Dividend income $2,471,045 $2,433,928
Net depreciation in market
value of investment (6,913,722) (1,276,985)
------------- -------------
Total Additions (4,442,677) 1,156,943
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Normal distributions to
terminated participants
(Note 4) 1,545,285 2,514,837
Distributions related to
termination of plan
(Note 1) 36,466,377 --
------------- -------------
Total Deductions 38,011,662 2,514,837
NET DECREASE 42,454,339 1,357,894
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 42,454,339 43,812,233
------------- -------------
End of Year $0 $42,454,339
============= =============
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 14, 1994 AND DECEMBER 31, 1993
Note 1. Plan Description
Establishment and Termination -
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.
On September 21, 1994, the Board of Directors elected to terminate the
Plan. On December 14, 1994, the Plan made a final benefit payout of
$36,466,377 which represented all of the remaining assets of the Plan.
Participants in the Plan could elect a distribution of their individual
share of Plan assets in cash (based on the average high and low prices
of shares traded during the first five business days of December) or
common stock or they could elect to rollover their individual share of
Plan assets into another Company sponsored employee benefit plan.
The Plan was subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
Administrator and Trustee -
The Plan was administered by the Pension and Employee Benefits Committee
(the "Committee") appointed by the Board of Directors of the Company.
WPL Holdings, Inc. (the parent of the Company) was the trustee for the
Plan.
Eligibility and Vesting -
Beginning in 1987, new employees were 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 vested immediately to such participant.
Contributions -
Shares of WPL Holdings, Inc. common stock purchased with reinvested
dividends were 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 was 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. was 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, the Company and participants
ceased making contributions to the Plan.
Note 2. Accounting Policies
The Plan's financial statements were prepared on the accrual basis of
accounting.
Note 3. Investments
Common stock of WPL Holdings, Inc. was recorded at market value based
upon the closing price at period end as reported by the New York Stock
Exchange.
Note 4. Distributions to Participants
When a participant's employment ceased for any reason, all whole shares
of WPL Holdings, Inc. common stock allocated to the participant's
account were distributed, to the extent allowable under the Internal
Revenue Code, to the participant or his designated beneficiary
(fractional shares were paid in cash) not later than 60 days following
the close of the Plan (calendar) year in which such termination
occurred. However, if the market value of the participant's accrued
benefits exceeded $3,500 and the participant had not yet attained age
65, such benefits could not be immediately distributed without the
consent of the participant.
Each participant who had attained age 55 and who had completed at least
ten years of participation in the Plan could 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
Plan after December 31, 1986.
No other distributions of a participant's account could be made prior to
termination of employment; however, upon the participant's written
request, the Committee could in its sole discretion permit the
distribution of all or any portion of the shares of WPL Holdings, Inc.
common stock which were credited to his/her account for a period of at
least 85 months.
Distributions were recorded at quoted market value as of the date of
distribution for shares in the participant's account at that date.
At December 31, 1993, $408,249 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
Subsequent to December 14, 1994, the Plan obtained a determination
letter from the Internal Revenue Service dated April 4, 1995 indicating
the termination of the Plan did not adversely affect the Plan's
qualification for Federal tax purposes.
The Plan's qualification under the Code allows the dividend income and
any other income accumulated in the Plan to remain exempt from Federal
income tax provided that it is invested into another qualifying plan
within a specified time after the aforementioned Plan termination.
Note 6. Related Party Transactions
All assets of the Plan were invested in WPL Holdings, Inc. common stock.
The Company absorbed all costs and expenses incurred in operating and
administering the Plan.
These transactions were not considered prohibited transactions by
statutory exemptions under ERISA regulations.
<PAGE>
<TABLE>
Schedule I
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 14, 1994
<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 Inc.
Common Stock 4 $2,471,045 8 $7,975,285 $5,370,194 $2,605,091
</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, 1994 AND 1993
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 WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT
SAVINGS PLAN A (the "Plan") as of December 31, 1994 and 1993, 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 net assets available for benefits of the
Plan as of December 31, 1994 and 1993, and the changes in its net assets
available for benefits 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. Supplemental schedule I referred
to in the accompanying index is presented for purposes of additional
analysis and is not a required part of the basic financial statements, but
is 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 fund information in supplemental
schedules II and III referred to in the accompanying index is presented
for purposes of additional analysis rather than to present the net assets
available for plan benefits and changes in net assets available for plan
benefits of each fund. 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 LLP
Milwaukee, Wisconsin,
April 12, 1995
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31
------------------------------
1994 1993
------------ ------------
Investments, at market value:
Mellon Capital Management Stock
Index Fund -- 156,412 and 65,972
shares (cost $15,709,704 and
$7,312,060), respectively $15,710,838 $7,599,381
WPL Holdings, Inc. Common Stock
Fund -- 1,276,055 and 256,803 shares
(cost $29,607,359 and $7,410,873),
respectively 34,932,006 8,442,384
Fidelity Growth Company Fund --
869,208 and 180,727 shares (cost
$17,962,471 and $4,902,863),
respectively 17,856,365 5,251,931
Fidelity Balanced Fund -- 0 and
253,680 shares (cost $0 and
$3,288,599), respectively ----- 3,396,770
Templeton Foreign Investment Fund --
35,337 and 0 shares (cost $318,929
and $0), respectively 311,673 -----
Government obligations -- cost $0 and
$686,833, respectively ----- 698,006
Corporate obligations -- cost $0 and
$776,854, respectively ----- 772,325
Pooled Fixed Income Fund, at contract
value 19,451,314 5,654,053
Marshall Money Market Fund, cost
equals market 4,149,323 2,687,997
------------ ------------
Total Investments 92,411,519 34,502,847
------------ ------------
Loans to participants 1,539,783 665,787
------------ ------------
Receivables:
Employer contribution 46,732 -----
Employee contribution 229,267 -----
Interest 82,841 18,142
------------ ------------
Total Receivables 358,840 18,142
------------ ------------
Cash 23 63,806
------------ ------------
Net Assets Available for Benefits $94,310,165 $35,250,582
========== ==========
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
For the Year Ended December
1994 1993
Additions to Net Assets Attributed to:
Investment Income:
Dividend income $874,626 $780,263
Interest income 779,774 792,751
Net appreciation in market value
of investments 3,743,973 1,119,953
----------- ----------
5,398,373 2,692,967
Contributions:
Employer 557,061 507,906
Employee 3,579,093 3,301,672
------------ ------------
4,136,154 3,809,578
------------ ------------
Total Additions 9,534,527 6,502,545
------------ ------------
Deductions from Net Assets
Attributed to:
Distributions to participants 1,809,986 931,405
Other expenses 99,768 24,510
------------ ------------
Total Deductions 1,909,754 955,915
Transfers Between Plans (Note 1) 51,434,810 210,150
------------ ------------
Net Increase 59,059,583 5,756,780
Net Assets Available for Benefits:
Beginning of Year 35,250,582 29,493,802
------------ ------------
End of Year $94,310,165 $35,250,582
========== ==========
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, 1994 AND 1993
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 ("Plan A") for the benefit of eligible salaried employees.
Effective January 1, 1991, the Company changed Plan A's name to the
Employees' Retirement Savings Plan A. Plan A 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, as amended ("ERISA").
Information regarding Plan A benefits is provided in the summary plan
description which has been made available to all eligible Plan A
participants.
On December 14, 1994, the Company's Employee Stock Ownership Plan
("ESOP") was terminated. On that date, Plan A participants who also
were participants in the ESOP were given the option to receive a
distribution from the ESOP or rollover their ESOP assets into Plan A.
The aggregate market value of ESOP assets transferred into Plan A on
December 14, 1994 totalled $9,511,207. The participants invested these
assets at their discretion within the investment options described in
Note 3.
On December 31, 1994, the Company's Employee's Retirement Savings Plan B
(a plan for the benefit of eligible hourly employees, herein referred to
as "Plan B") was merged into Plan A. This transfer did not affect Plan
B participants' vested benefits earned prior to the merger date. The
various investment options available to the former Plan B participants
were retained with their participation in Plan A. The aggregate market
value of assets transferred was $35,302,746.
On December 31, 1994 with the amendment and restatement of Plan A's plan
document, Plan A was renamed the Employee's Retirement Savings Plan (the
"Plan") reflecting the combination of Plan A and Plan B. Upon merger,
the administration, corporate sponsorship activity, trust fund
management and investment options became common among all 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 $9,240 for 1994) and have such
amounts contributed by the Company to an account maintained for the
employee.
Active salaried employees of the Company and WPL Holdings, Inc.
(formerly Plan A participants, herein referred to as "Salaried
Participants") 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.
Active hourly employees of the Company (formerly Plan B participants,
herein referred to as "Hourly Participants") 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.
Employee contributions are made to a trust fund (the "Trust Fund")
administered by the trustee, Marshall & Ilsley Trust Company (the
"Trustee"). Funds are invested by the Trustee according to the
investment options selected by the participants. Assets within the
Trust Fund are segregated between the Salaried Participants and Hourly
Participants.
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 incorporates repayment procedures for employees who are unable
to repay existing loans.
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.
Plan Merger
The merger of Plan B into Plan A has been presented as a transfer of
assets from Plan B into Plan A at the date of transfer, December 31,
1994. Accordingly, the additions to and deductions from net assets in
the Statements of Changes in Net Assets Available for Benefits reflect
only the activity of Plan A prior to the merger.
Valuation of Investments
The Pooled Fixed Income Fund consists of guaranteed investment
contracts, stated at contract value. All other Plan investments are
carried at market value.
Expenses
Investment management fees are paid from investment earnings prior to
crediting earnings to the individual participant account balances.
Other Plan administrative expenses are absorbed by the Company.
Note 3. Investment Options
The participants' deposits are invested by the Trustee as selected by
the participant in one or more of the following investment funds:
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 of the Mellon Capital
Management Stock Index Fund.
Pooled 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 investments options other than
the Money Market Fund may be made during the enrollment periods.
Growth Fund. Fidelity Management and 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 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.
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:
1994 1993
Loan Proceeds $ 262,315 $218,681
Loan Repayments (237,775) (239,313)
Transfers between Plans 820,737 7,220
--------- --------
Net Transfers $ 845,277 $(13,412)
========= ========
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.
Other Investment Information
For allocation of net realized and unrealized gains and losses on
investments by investment type, refer to Schedule III.
Investments held at year-end which were greater than 5% of the
Plan's net assets available for benefits as of December 31, 1994 and
1993 are as follows:
1994:
Fidelity Advisor Series I Equity $10,887,304
Fidelity Advisor Series II Income Growth $ 6,969,061
Mellon EB Daily Liquidity Stock $15,710,765
M&I Stable Principal Fund $10,118,638
1993:
CNA Guaranteed Investment Contract $ 2,169,867
M&I Stable Principle Fund $ 1,727,494
Marshall Money Market Fund $ 2,687,997
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 Salaried
and Hourly Participants 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, terminations 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 reached 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 10 year period. Distributions
payable to terminated participants totaled $19,917,664 as of
December 31, 1994. 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 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 to employment within the Company or
affiliated companies such that the participant is no longer an
eligible employee, the participant is not permitted to make deferred
cash elections.
Note 7. Tax Status
Plans A and B have obtained determination letters from the Internal
Revenue Service dated October 6, 1989, approving them as qualified
for tax-exempt status. Plan amendments adopted since the last tax
determination letters, including the amendment necessary to merge
Plan A and Plan B, were included in the Company's filing on March
31, 1995. 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, the Marshall Money Market Fund
and in the M&I Stable Principal Fund. In addition, as stated in
Note 2, certain administrative expenses are absorbed by the Company.
These transaction are not considered prohibited transactions by
statutory exemptions under the ERISA regulations.
Note 9. Impact of SOP 94-4
The impact of SOP 94-4, Reporting of Investment Contracts Held by
Health and Welfare Benefit Plans and Defined Contribution Pension
Plans, which is effective January 1, 1995 is not expected to
materially impact the Plan financial statements.
<PAGE>
Schedule I
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
INVESTMENTS - POOLED FIXED INCOME FUND
AS OF DECEMBER 31, 1994 AND 1993
Number
of Units 1994 1993
Security Life of Denver
GIC #FA-0330
7.00% due 6/16/99 1 $1,000,000 $ --
Hartford GIC #12039
7.92% due 12/19/97 1 1,002,509 --
CNA:
1991 Selection Fund F4,
9.07%, due 12/31/94
through 12/31/96 1 2,726,056 2,169,867
Metropolitan Life Insurance
Company:
1991 Selection Fund FF6,
7.48%, due 6/30/93 through
6/30/95 1 720,923 540,975
Allstate Life Insurance
Company:
1990 Selection Fund M-2,
8.55% due 7/1/92 and
12/31/94 1 -- 625,113
Principal Mutual Life
Insurance Company:
1990 Selection Fund 03A,
8.30% due 6/30/93 and
6/30/94 1 -- 334,474
1990 Selection Fund HH1,
9.00% due 6/30/95 1 750,986 256,130
Government Plus Synthetic
GIC #ADA00083TR 1 3,132,202 --
M&I Stable Principle Fund 10,118,638 10,118,638 1,727,494
---------- ----------
Total Pooled Fixed
Income Fund $19,451,314 $5,654,053
========== =========
<PAGE>
<TABLE>
Schedule II
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT FUNDS
AS OF DECEMBER 31, 1994
<CAPTION>
Participant Directed
Shares or Templeton Growth Balanced Fixed
Principal Amount Equity Fund Fund Fund Fund Income Fund
<S> <C> <C> <C> <C> <C> <C>
Investments, at market
value:
Mellon Capital Management
Stock Index Fund 156,412 $15,710,838
WPL Holdings, Inc. Common
Stock Fund 1,276,055
Fidelity Growth Company
Fund 869,208 $10,887,304 $6,969,061
Templeton Foreign
Investment Fund 35,337 $311,673
Pooled Fixed Income Fund 19,451,284 $19,451,314
Marshall Money Market
Fund 4,149,323 2,237,787
---------- --------- ---------- ----------- ------------
Total Investments 15,710,838 311,673 10,887,304 6,969,061 21,689,101
--------- --------- ---------- ----------- ------------
Loans to Participants
Cash 23
Interest Receivable 76,297
Contribution Receivable 43,331 229 65,341 44,249 41,956
--------- --------- --------- ----------- ---------
Net Assets Available for
Benefits $15,754,169 $311,902 $10,952,645 $7,013,310 $21,807,377
========= =========== =========== =========== ===========
<CAPTION>
Participant Directed Non-Participant
Directed
WPL Holdings,
Inc. Common WPL Holdings, Inc. Total
Loan Fund Stock Fund Common Stock Fund All Funds
<S> <C> <C> <C> <C>
Investments, at market
value:
Mellon Capital Management
Stock Index Fund $15,710,838
WPL Holdings, Inc. Common
Stock Fund $30,742,626 $4,189,380 34,932,006
Fidelity Growth Company
Fund 17,856,365
Templeton Foreign
Investment Fund 311,673
Pooled Fixed Income Fund 19,451,314
Marshall Money Market
Fund 1,911,536 4,149,323
--------- ---------- ---------- -----------
Total Investments 0 32,654,162 4,189,380 92,411,519
----------- --------- ---------- --------------
Loans to Participants 1,539,783 1,539,783
Cash 23
Interest Receivable 6,544 82,841
Contribution Receivable 34,161 49,732 275,999
------------ ----------- ------------ ----------
Net Assets Available for
Benefits $1,539,783 $32,694,867 $4,236,112 $94,310,165
============= ============ ============= ============
</TABLE>
<PAGE>
<TABLE>
Schedule III
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, 1994
<CAPTION>
Participant Directed
Money Fixed Templeton
Equity Market Growth Income Foreign Balanced
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income:
Dividend Income $205,970 $16,960 $23,977 $127,247
Interest Income 675 $61,825 546 646,377 $26 325
Net Appreciation
(Depreciation)
in Market Value of
Investments (206,687) (68,359) 4,656 (6) (228,739)
----------- -------- -------- --------- ------ ----------
(42) 61,825 (50,853) 675,010 20 (101,167)
Contributions:
Employer
Employee 675,704 55,140 1,018,430 598,393 5,937 691,159
----------- -------- --------- --------- ------ ----------
675,704 55,140 1,018,430 598,393 5,937 691,159
----------- -------- --------- --------- ------ ----------
Total Additions 675,662 116,965 967,577 1,273,403 5,957 589,992
----------- -------- --------- --------- ------ ----------
Deductions from Net Assets
Attributed to:
Distributions to
Participants 343,168 93,701 164,613 855,394 88,714
Other Expenses 20,995 143 6,905 52,673 2,786
----------- -------- --------- ---------- ------ --------
Total Deductions 364,163 93,844 171,518 908,067 91,500
----------- -------- --------- ---------- ------ --------
Transfers Between Plans 7,776,036 (605,501) 4,899,645 12,204,679 305,945 3,115,934
----------- -------- --------- ---------- ------- ---------
Net Assets Available
for Benefits:
Beginning of Year 7,666,634 582,380 5,256,941 9,237,362 3,398,884
----------- -------- --------- ---------- ------- ---------
End of Year $15,754,169 $0 $10,952,645 $21,807,377 $311,902 $7,013,310
=========== ======== ========== ========== ======= =========
<CAPTION>
Non-Participant
Participant Directed Directed
WPL Holdings, WPL Holdings,
Inc. Common Inc. Common Total
Loan Stock Stock All
Fund Fund Fund Funds
<S> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income:
Dividend Income $281,708 $218,764 $874,626
Interest Income $61,460 8,540 779,774
Net Appreciation
(Depreciation)
in Market Value of
Investments 4,861,162 (618,054) 3,743,973
---------- ---------- ------------ -----------
61,460 5,151,410 (399,290) 5,398,373
Contributions:
Employer 557,061 557,061
Employee 534,330 3,579,093
---------- ---------- ------------ -----------
534,330 557,061 4,136,154
---------- ---------- ------------ -----------
Total Additions 61,460 5,685,740 157,771 9,534,527
---------- ---------- ------------ -----------
Deductions from Net Assets
Attributed to:
Distributions to
Participants 32,741 63,031 168,624 1,809,986
Other Expenses 16,266 99,768
---------- ---------- ------------ -----------
Total Deductions 32,741 79,297 168,624 1,909,754
---------- ---------- ------------ -----------
Transfers Between Plans 845,277 22,165,018 727,777 51,434,810
---------- ---------- ------------ -----------
Net Assets Available
for Benefits:
Beginning of Year 665,787 4,923,406 3,519,188 35,250,582
---------- ---------- ------------ -----------
End of Year $1,539,783 $32,694,867 $4,236,112 $94,310,165
========= ========== ========= ==========
</TABLE>
<PAGE>
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY Schedule IV
EMPLOYEES' RETIREMENT SAVINGS PLAN A
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<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>
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 Advisor Ser I Equity Port
Growth 7 $6,147,055 --- $ --- $ --- $ ---
Fidelity Advisor Ser II Income and
Growth Port 4 4,135,067 1 4,242,177 4,242,998 (821)
Fidelity Mt. Vernon Str Tr Growth Co. 25 961,993 4 7,018,788 6,826,849 191,939
Fidelty Puritan TR Balanced Fund 27 1,015,924 4 5,118,754 5,320,447 (201,693)
Mellon E B Daily Liquidity Stock
Index Fund 4 15,709,704 --- --- --- ---
Mellon E B Opening Stock Index Fund 44 823,858 12 16,756,461 16,459,111 297,350
WPL Holding, Inc. Common Stock 23 1,152,181 8 2,484,048 2,534,075 (50,027)
M&I Stable Principle Fund 1 3,147,531 1 3,387,318 3,387,318 ---
Marshall Short-term Income Fund 7 1,891,867 5 3,759,493 3,783,734 (24,241)
Marshall Money Market Fund 307 14,427,106 287 27,392,886 27,392,886 ---
</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, 1994 AND 1993
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 WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT
SAVINGS PLAN B (the "Plan") as of December 31, 1994 and 1993, 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, 1994 and 1993, 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. Supplemental schedule I referred
to in the accompanying index is presented for purposes of additional
analysis and is not a required part of the basic financial statements, but
is 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 fund information in supplemental
schedule III referred to in the accompanying index is presented for
purposes of additional analysis rather than to present the changes in net
assets available for plan benefits of each fund. 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.
As discussed in Note 1 in the Notes to Financial Statements, the Board of
Directors of Wisconsin Power and Light Company, the Plan's sponsor, voted
on December 21, 1994 to merge the Plan into Wisconsin Power and Light
Company's Employees' Retirement Savings Plan A effective December 31,
1994.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
April 12, 1995
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31
1994 1993
Investments, at market value:
Mellon Capital Management Stock
Index Fund -- 0 and 60,435 shares
(cost $0 and $6,697,244),
respectively $ ----- $6,961,568
WPL Holdings, Inc. Common Stock
Fund -- 0 and 206,327 shares
(cost $0 and $6,333,440),
respectively ----- 6,783,015
Fidelity Growth Company Fund --
0 and 129,878 shares (cost $0
and $3,504,624), respectively ----- 3,774,249
Fidelity Balanced Fund -- 0 and 178,418
shares (cost $0 and $2,324,064),
respectively ----- 2,389,017
Government obligations -- cost $0
and $673,636 ----- 684,594
Corporate obligations -- cost $0 and
$858,380, respectively ----- 853,375
Pooled Fixed Income Fund, at contract
value ----- 5,589,694
Marshall Money Market Fund, cost
equals market ----- 2,741,744
----------- ----------
Total Investments ----- 29,777,256
Loans to participants ----- 719,984
Interest receivable ----- 19,440
Cash ----- (495)
------------ ----------
Net Assets Available for Benefits $0 $30,516,185
=========== ==========
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
For the Year Ended December 31,
1994 1993
Additions to Net Assets
Attributed to:
Investment Income:
Dividend income $558,646 $611,277
Interest income 842,646 767,494
Net (depreciation) appreciation
in market value of investments (1,258,597) 768,227
---------- -----------
142,695 2,146,998
Contributions:
Employer 733,666 ---
Employee 4,634,285 3,935,239
---------- ----------
5,367,951 3,935,239
---------- ----------
Total Additions 5,510,646 5,510,646
---------- ----------
Deductions from Net Assets
Attributed to:
Distributions to participants 677,865 675,161
Other expenses 46,219 23,252
----------- ----------
Total Deductions 724,084 698,413
Transfers Between Plans (Note 1) (35,302,747) (210,150)
----------- ----------
Net (Decrease) Increase (30,516,185) 5,173,674
Net Assets Available for Benefits:
Beginning of Year 30,516,185 25,342,511
------------ ----------
End of Year $0 $29,944,594
============ ==========
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, 1994 AND 1993
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, as amended
("ERISA"). Information regarding Plan B benefits was provided in the
summary plan description which has been made available to all
eligible Plan B participants.
On December 14, 1994, the Company's Employee Stock Ownership Plan
("ESOP") was terminated. On that date, Plan B participants who also
were participants in the ESOP were given the option to receive a
distribution from the ESOP or rollover their ESOP assets into Plan B.
The aggregate market value of ESOP assets transferred into Plan B on
December 14, 1994 totalled $12,971,348. The participants invested
these assets at their discretion within the investment options
described in Note 3.
On December 21, 1994, the Board of Directors of Wisconsin Power and
Light Company approved the merger of the Plan into Wisconsin Power
and Light Company's Employee's Retirement Savings Plan A, effective
December 31, 1994 (a plan for the benefit of eligible employees,
herein referred to as "Plan A"). Plan A was also appropriately
amended to accommodate the merger of the hourly employees of Plan B.
This transfer did not affect Plan B participants' vested benefits
earned prior to the merger date. The various investment options
available to the former Plan B participants were retained with their
participation in Plan A. The aggregate amount of assets transferred
was $35,302,746.
On December 31, 1994 with the amendment and restatement of Plan A's
plan document, Plan A was renamed the Employees' Retirement Savings
Plan (the "Plan") reflecting the combination of Plan A and Plan B.
The Plan was administered by the Pension and Employee Benefits
Committee (the "Committee") of the Company.
Under the Plan, an eligible employee could elect to defer up to 15%
of their compensation (not to exceed $9,240 for 1994) and have such
amounts contributed by the Company to an account maintained for the
employee.
Employee contributions were made to a trust fund (the "Trust Fund")
administered by the trustee, Marshall & Ilsley Trust Company (the
"Trustee"). Funds were invested by the Trustee according to the
investment options selected by the participants.
Active hourly employees of the Company who worked at least half-time
or worked at least 1,000 hours were eligible to participate in the
Plan after attainment of age 18.
Each participant's account was fully vested and nonforfeitable,
except to the extent that provisions of the Internal Revenue Code
could prohibit the return of excess contributions in certain limited
circumstances.
The Plan incorporates repayment procedures for employees who are
unable to repay existing loans.
Note 2. Summary of Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of
accounting.
Plan Merger
The merger of Plan B into Plan A has been presented as a transfer of
assets from Plan B into Plan A at the date of transfer, December 31,
1994. Accordingly, the additions to and deductions from net assets
in the Statements of Changes in Net Assets Available for Benefits
reflect only the activity of Plan B prior to the merger.
Valuation of Investments
The Pooled Fixed Income Fund consists of guaranteed investment
contracts, stated at contract value. All other Plan investments were
carried at market value.
Expenses
Investment management fees were paid from investment earnings prior
to crediting earnings to the individual participant account balances.
Other Plan administrative expenses were absorbed by the Company.
Note 3. Investment Options
The participants' deposits were invested by the Trustee as selected
by the participant in one or more investment funds:
Money Market Fund. M&I Investment Management Corporation
administered the Money Market Fund. This fund 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 could be
made directly, or indirectly through investment in common, collective
or pooled investment funds. This fund was invested in various money
market funds and was currently invested primarily in the Marshall
Money Market Fund.
Equity Fund. Mellon Capital Management Corporation managed the
Equity Fund. This fund invested primarily in common stocks and other
equity securities of corporations. Such investments could be made
directly, or indirectly through investment in common, collective or
pooled investment funds. This fund was currently invested in units
of the Mellon Capital Management Stock Index Fund.
Pooled Fixed Income Fund. M&I Investment Management Corporation
administered the Fixed Income Fund. The fund invested primarily in
investment contracts issued by one or more insurance companies or
other financial institutions. All contracts and other investments
were combined as one investment alternative available to
participants. Transfers from the Fixed Income Fund to investments
options other than the Money Market Fund could be made during the
enrollment periods.
Growth Fund. Fidelity Management and Research managed the Growth
Fund which invested in the Fidelity Growth Company Fund. This fund
invested primarily in stocks and securities convertible into common
stocks of those companies that the investment advisor believed to
have above-average growth characteristics.
Balanced Fund. Fidelity Management and Research managed this fund
which invested in the Fidelity Balanced Fund. The Balanced Fund
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 invested in WPL Holdings, Inc. common stock. Purchases of
common stock were 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 were 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 could
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:
1994 1993
Loan Proceeds $ 301,602 $331,730
Loan Repayments (172,153) (194,984)
Transfers between Plans (919,135) (7,220)
---------- ---------
Net Transfers $(789,686) $129,526
========== =========
There were restrictions as to the amounts and number of loans. The
interest rate was determined by the Committee. Loans and interest
had to be repaid in equal installments in accordance with rules
established by the Committee.
Other Investment Information
For allocation of net realized and unrealized gains and losses on
investments by investment type, refer to Schedule III.
Investments held at year-end which were greater than 5% of the Plan's
net assets available for benefits as of December 31, 1993 were as
follows:
1993:
CNA Guaranteed Investment Contract $1,577,305
M&I Stable Principal fund $1,853,710
Note 4. Employer Contribution
The Company provided a matching contribution in an amount equal to
25% of the deferred cash contributions made on behalf of Hourly
Participants up to 6% of each Participant's compensation per pay
period. Company contributions were invested in WPL Holdings, Inc.
common stock.
Note 5. Withdrawals
Distributions from a participant's account balance were made to the
participant upon retirement, terminations of employment, death or
disability or upon request due to special "hardship" circumstances.
"Hardship" distributions were paid in a lump sum payment.
Termination distributions could 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 exceeded
$3,500; in such case, distributions could be deferred and were made
or commenced within 45 days after the valuation date following the
date on which the participant reached age 65, unless the participant
elected to receive the distribution as of an earlier date. Other
distributions were made in a lump sum or in annual installments for
up to a 10 year period. The unpaid portion of all loans made to the
participant, including accrued interest, could be deducted from the
amount of the participant account to be distributed.
Note 6. Transfers and Terminations
The Plan allowed a participant to either change or terminate
investment options 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 was
eligible to transfer to Plan A (salaried plan) immediately. In the
event a participant transferred to employment within the Company or
affiliated companies such that the participant was no longer an
eligible employee, the participant was not permitted to make deferred
cash elections.
Note 7. Tax Status
Plans A and B have obtained determination letters from the Internal
Revenue Service dated October 6, 1989, approving them as qualified
for tax-exempt status. Plan amendments adopted since the last tax
determination letters, including the amendment necessary to merge
Plan B with Plan A, were included in the Company's filing on March
31, 1995. In the opinion of the Company's management, the Plan, as
amended, remains tax-exempt.
Note 8. Related Party Transactions
As described previously (see Note 3), the Plan maintained investments
in WPL Holdings, Inc. common stock, the Marshall Money Market Fund
and in the M&I Stable Principal Fund. In addition, as stated in Note
2, certain administrative expenses were absorbed by the Company.
These transaction were not considered prohibited transactions by
statutory exemptions under the ERISA regulations.
Note 9. Impact of SOP 94-4
The impact of SOP 94-4, Reporting of Investment Contracts Held by
Health and Welfare Benefit Plans and Defined Contribution Pension
Plans, which is effective January 1, 1995 is not expected to
materially impact the Plan financial statements.
<PAGE>
Schedule I
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN B
INVESTMENTS - POOLED FIXED INCOME FUND
AS OF DECEMBER 31, 1994 AND 1993
Number
of Units 1994 1993
CNA:
1991 Selection Fund F4, 9.07%,
due 12/31/94 through 12/31/96 -- $ -- $1,577,305
Metropolitan Life Insurance
Company:
1991 Selection Fund FF6, 7.48%,
due 6/30/93 through 6/30/95 -- -- 800,256
Allstate Life Insurance Company:
1990 Selection Fund M-2, 8.55%
due 7/1/92 and 12/31/94 -- -- 637,045
Principal Mutual Life Insurance
Company:
1990 Selection Fund 03A, 8.30%
due 6/30/93 and 6/30/94 -- -- 288,529
1990 Selection Fund HH1, 9.00%
due 6/30/95 -- -- 432,849
M&I Stable Principle Fund -- -- 1,853,710
--------- ---------
Total Pooled Fixed Income Fund $0 $5,589,694
========= =========
<PAGE>
<TABLE>
Schedule III
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, 1994
<CAPTION>
Participant Directed
Money Templeton Fixed
Equity Market Growth Balance Foreign Income
Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income:
Dividend Income $13,207 $94,100 $29,345
Interest Income $194,987 $20,078 486 367 $24 552,448
Net Appreciation
(Depreciation)
in Market Value of
Investments (260,903) (63,881) (228,019) (18) (144,019)
---------- -------- --------- ----------- -------- ---------
(65,916) 20,078 (50,188) (133,552) 6 437,774
Contributions:
Employee 851,314 62,048 930,184 738,089 2,398 970,101
Employer
---------- -------- --------- ----------- -------- ---------
TOTAL 785,398 82,126 879,996 604,537 2,404 1,407,875
---------- -------- --------- ----------- -------- ---------
Deductions from Net Assets
Attributed to:
Distributions to
Participant 42,732 10,976 27,360 44,665 453,532
Other Expenses 15,101 252 3,119 1,922 20,827
---------- -------- --------- ------------ -------- ----------
TOTAL 57,833 11,228 30,479 46,587 0 474,359
---------- -------- --------- ------------ -------- ----------
Transfers Between Plans (7,727,516) (525,385) (4,624,180) (2,946,987) (2,404) (10,291,062)
---------- -------- --------- ------------ -------- ----------
Net Assets Available
for Benefits:
Beginning of Year 6,999,951 454,487 3,774,663 2,389,037 0 9,357,546
---------- -------- --------- ------------ -------- ----------
End of Year $0 $0 $0 $0 $0 $0
========== ======== ========= ============ ======== ==========
<CAPTION>
Non-Participant
Participant Directed Directed
WPL Holdings, WPL Holdings,
Inc. Common Inc. Common Total
Loan Stock Stock All
Fund Fund Fund Funds
<S> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income:
Dividend Income $403,400 $18,594 $558,646
Interest Income $70,971 3,285 842,646
Net Appreciation
(Depreciation)
in Market Value of
Investments (538,340) (23,417) (1,258,597)
------- ---------- ---------- ----------
70,971 (131,655) (4,823) 142,695
Contributions:
Employee 1,080,151 4,634,285
Employer 733,666 733,666
------- ---------- ---------- ----------
TOTAL 70,971 948,496 728,843 5,510,646
------- ---------- ---------- ----------
Deductions from Net Assets
Attributed to:
Distributions to
Participant 1,269 95,765 1,566 677,865
Other Expenses 4,998 46,219
------- ---------- ---------- ----------
TOTAL 1,269 100,763 1,566 724,084
------- ---------- ---------- ----------
Transfers Between Plans (789,686) (7,668,250) (727,277) (35,302,747)
------- ---------- ---------- ----------
Net Assets Available
for Benefits:
Beginning of Year 719,984 6,820,517 30,516,185
------- ---------- ---------- ----------
End of Year $0 $0 $0 $0
======= ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY Schedule IV
EMPLOYEES' RETIREMENT SAVINGS PLAN B
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<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>
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 Advisor Ser I Equity
Port Growth 7 $4,793,811 --- $ --- $ --- $ ---
Fidelity Advisor Ser II Income
and Growth Port 4 3,139,514 1 3,283,456 3,284,559 (1,103)
Fidelity Mt. Vernon Str Tr
Growth Co. 25 1,000,281 4 5,661,852 5,505,186 156,666
Fidelity Puritan TR
Balanced Fund 26 1,004,376 5 4,170,853 4,332,817 (161,964)
WPL Holding, Inc. Common Stock 22 1,657,092 8 2,998,678 3,110,860 (112,182)
M&I Stable Principle Fund 1 3,760,610 1 3,891,530 3,891,530 ---
Marshall Short-term Income Fund 7 2,358,252 3 4,685,207 4,716,504 (31,297)
Marshall Money Market Fund 292 14,025,772 304 30,793,289 30,793,289 ---
</TABLE>
The accompanying notes to the financial statements
are an integral part of this schedule.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.
WPL HOLDINGS, INC.
Date: May 10, 1995 By:/s/ Edward M. Gleason
Edward M. Gleason
Vice President, Treasurer
and Corporate Secretary
(Principal Financial Officer)
Date: May 10, 1995 By:/s/ Daniel A. Doyle
Daniel A. Doyle
Vice President-Finance,
Controller and Treasurer -
Wisconsin Power and Light Company
(Principal Accounting Officer)
<PAGE>
WPL HOLDINGS, INC.
EXHIBIT INDEX
Exhibit
No. Description
3B* By-Laws of as revised to February 23, 1994
10F* Deferred Compensation Plan for Directors, as amended January 17,
1995
10L* Restricted Stock Agreement -- Erroll B. Davis
10M* Summary of Heartland Development Corporation Short-Term Incentive
Plan
21* Subsidiaries of the Company
23A* Consent of Independent Public Accountants (regarding the audited
financial statements of the Company)
23B Consent of Independent Public Accountants (regarding audited
financial statements of 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)
27* Financial Data Schedule
99* 1995 Proxy Statement for the Annual Meeting of Shareowners to be
held May 17, 1995
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, 33-52215 and 2-78551) and Form S-3 (No. 33-21482).
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
May 3, 1995
