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, 1995
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.[X]
The aggregate market value of the voting stock held by
nonaffiliates of the registrant: $969,368,022 based upon the closing price
as of January 31, 1996 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, 1996
Common Stock, $.01 par value 30,773,588 shares
DOCUMENTS INCORPORATED BY REFERENCE:
None
<PAGE>
The undersigned Registrant hereby amends Items 10 through 14
of its Annual Report on Form 10-K for the fiscal year ended December 31,
1995 to provide in their entirety as follows:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS OF THE COMPANY
It is currently expected that three directors will be elected
at the Company's 1996 Annual Meeting of Shareowners. Rockne G. Flowers,
Katharine C. Lyall and Henry C. Prange are currently expected to be named
as nominees for such positions in the Company's proxy statement for the
1996 Annual Meeting of Shareowners. Such proxy statement will be mailed
to the Company's shareowners in advance of the 1996 Annual Meeting.
Brief biographies of the expected director nominees and
continuing directors follow. These biographies include their age (as of
December 31, 1995), an account of their business experience, and the names
of publicly-held and certain other corporations of which they are also
directors. Except as otherwise indicated, each nominee and continuing
director has been engaged in his or her present occupation for at least
the past five years.
Expected Nominees
Rockne G. Flowers Principal Occupation: President and Director of
Nelson Industries, Inc. (a muffler, filter,
industrial silencer, and active sound and vibration
control technology and manufacturing firm),
Stoughton, Wisconsin.
Age: 64
Served as director since 1981
Annual Meeting at which expected nominated term of
office would expire: 1999
Other Information: Mr. Flowers has served as a director of Wisconsin
Power and Light Company ("WP&L") since 1994. He previously served as a
director of WP&L from 1979 to 1990. Mr. Flowers is also a director of
RMT, Inc., a subsidiary of Heartland Development Corporation ("HDC");
Digisonix, Inc.; American Family Mutual Insurance Company; Janesville Sand
and Gravel Company; M&I Madison Bank; Meriter Health Services, Inc.;
Meriter Hospital; and the Wisconsin History Foundation. He is also a
member of the University of Wisconsin-Madison School of Business Board of
Visitors.
Katharine C. Lyall Principal Occupation: President, University of
Wisconsin System, Madison, Wisconsin.
Age: 54
Served as director from 1986 to 1990 and since 1994
Annual Meeting at which expected nominated term of
office would expire: 1999
Other Information: Ms. Lyall has served as President of the University of
Wisconsin System since April 1992. Prior to becoming President, she
served as Executive Vice President of the University of Wisconsin System.
Ms. Lyall has served as a director of WP&L since 1986. She also serves on
the Board of Directors of the Kemper National Insurance Companies and the
Carnegie Foundation for the Advancement of Teaching. She is a member of a
variety of professional and community organizations, including the
American Economic Association; the Association of American Universities
(currently serving on the executive committee); the Wisconsin Academy of
Sciences, Arts and Letters; the American Red Cross (Dane County);
Competitive Wisconsin, Inc.; and Forward Wisconsin. In addition to her
administrative position, she is a professor of economics at the University
of Wisconsin-Madison.
Henry C. Prange Principal Occupation: Retired Chairman of the
Board, H. C. Prange Company (retail stores), Green
Bay, Wisconsin.
Age: 68
Served as director since 1986
Annual Meeting at which expected nominated term of
office would expire: 1999
Other Information: Mr. Prange has served as a director of WP&L since
1965.
Continuing Directors
L. David Carley Principal Occupation: Consultant to institutions
and associations in higher education and health
delivery; financial advisor to small businesses.
Age: 67
Served as director from 1986 to 1990 and since 1994
Annual Meeting at which current term of office will
expire: 1998
Other Information: Mr. Carley has served as a director of WP&L from 1975
to 1977, and again since 1983. He is also a trustee of the Kennedy
Presidential Library, and is the Chairman of the Board of Alliance
Therapies Inc., a health rehabilitation firm.
Erroll B. Davis, Jr. Principal Occupation: President and Chief Executive
Officer of the Company; President and Chief
Executive Officer of WP&L; Chairman of the Board of
HDC.
Age: 51
Served as director since 1982
Annual Meeting at which current term of office will
expire: 1997
Other Information: Mr. Davis was elected President of the Company in
January 1990, and was elected President and Chief Executive Officer of the
Company effective July 1, 1990. He has served as a director of WP&L since
1984. Mr. Davis joined WP&L in August 1978 and was elected President in
July 1987. He was elected to his current position with WP&L in August
1988. Mr. Davis was elected Chairman of the Board of HDC effective July
1, 1990. He is a director of the Edison Electric Institute, the
Association of Edison Illuminating Companies, Amoco Oil Company,
Competitive Wisconsin, Inc., Electric Power Research Institute, PPG
Industries, Inc., Sentry Insurance Company (a mutual company), and the
Wisconsin Utilities Association. Mr. Davis is also a director and
immediate past chair of the Wisconsin Association of Manufacturers and
Commerce and a director and vice chair of Forward Wisconsin.
Donald R. Haldeman Principal Occupation: Executive Vice President and
Chief Executive Officer, Rural Insurance Companies
(a mutual group), Madison, Wisconsin.
Age: 59
Served as director from 1986 to 1990 and since 1994
Annual Meeting at which current term of office will
expire: 1998
Other Information: Mr. Haldeman has served as a director of WP&L since
1985. Mr. Haldeman is also a director of Competitive Wisconsin, Inc., and
a member of the Board of Directors of the Natural Resources Foundation of
Wisconsin, Inc.
Arnold M. Nemirow Principal Occupation: President and Chief Executive
Officer, Bowater, Inc. (a pulp and paper
manufacturer), Greenville, South Carolina.
Age: 52
Served as director since 1991
Annual Meeting at which current term of office will
expire: 1998
Other Information: Mr. Nemirow served as President, Chief Executive
Officer and Director of Wausau Paper Mills Company, a pulp and paper
manufacturer, from 1990 until joining Bowater, Inc., in September 1994.
Mr. Nemirow has served as a director of WP&L since 1994. He is a member
of the New York Bar.
Milton E. Neshek Principal Occupation: President, Chief Executive
Officer and Director of the law firm of Godfrey,
Neshek, Worth, and Leibsle, S.C., Elkhorn,
Wisconsin, and General Counsel, Assistant Secretary
and Manager, New Market Development, Kikkoman Foods,
Inc. (a food products manufacturer), Walworth,
Wisconsin.
Age: 65
Served as director since 1986
Annual Meeting at which current term of office will
expire: 1997
Other Information: Mr. Neshek has served as a director of WP&L since
1984. Mr. Neshek is a director of Heartland Properties Inc. and Capital
Square Financial Corporation, a subsidiary of HDC. He is also a director
of Kikkoman Foods, Inc.; Midwest U.S.-Japan Association; Regional
Transportation Authority (for southeast Wisconsin); and Wisconsin-Chiba,
Inc. Mr. Neshek was the Chairman of the Governor's Commission on
University of Wisconsin System Compensation from 1991 through 1995 and is
a former member of the University of Wisconsin Accountability Task Force.
He is a fellow in the American College of Probate Counsel. Mr. Neshek is
active in the Walworth County Bar Association and the State Bar of
Wisconsin and is a member of the Wisconsin Sesquicentennial Commission.
Judith D. Pyle Principal Occupation: Vice Chair and Senior Vice
President of Corporate Marketing of Rayovac
Corporation (a battery and lighting products
manufacturer), Madison, Wisconsin.
Age: 52
Served as a director since 1992
Annual Meeting at which current term of office will
expire: 1998
Other Information: Ms. Pyle has served as a director of WP&L since 1994.
Ms. Pyle is also a director of Rayovac Corporation, Firstar Corporation,
and Oshkosh B'Gosh. She is also a member of the Board of Visitors at the
University of Wisconsin School of Business and the School of Family
Resources and Consumer Sciences. Further, Ms. Pyle is a member of Boards
of Directors of the United Way Foundation, Greater Madison Chamber of
Commerce, Madison Art Center, and Wisconsin Taxpayers Alliance, and is a
trustee of the White House Endowment Fund.
Carol T. Toussaint Principal Occupation: Consultant
Age: 66
Served as director from 1986 to 1990 and since 1994
Annual Meeting at which current term of office will
expire: 1997
Other Information: Mrs. Toussaint has served as a director of WP&L since
1976. She is a Senior Associate of Hayes Briscoe, a national fund
development firm. She also works as an independent consultant to
nonprofit organizations and operates a lecture program business. She is a
member of the President's Advisory Council on the Arts of the Kennedy
Center for the Performing Arts, and serves on the Board of Governors of
the Madison Community Foundation and as Vice Chair of the Madison Rotary
Foundation. Mrs. Toussaint also serves as a director of the Evjue
Foundation, the Madison Civic Center Foundation and the Wisconsin History
Foundation. At the University of Wisconsin-Madison, she serves as a
director of the Research Park, the School of Business Dean's Advisory
Board and the Foundation's Council on Women's Giving, and as a director of
the Alumni Association and convener of its Cabinet 99 Women's Initiative.
EXECUTIVE OFFICERS OF THE COMPANY
The information required by Item 10 relating to the executive
officers is set forth in Part I of this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
No fees are paid to directors who are officers of the Company and/or
any of its subsidiaries (presently Mr. Davis). Nonmanagement directors,
each of whom serve on the Boards of the Company, WP&L, and HDC, receive an
annual retainer of $32,800 for service on all three boards. Travel
expenses are paid for each meeting day attended. All nonmanagement
directors also receive a 25% matching contribution in Company Common Stock
for limited optional cash purchases, up to $10,000 of Company Common Stock
through the Company's Dividend Reinvestment and Stock Purchase Plan.
Matching contributions of $2,500 each for calendar year 1995 were made for
the following directors: L. Aspin, L. D. Carley, R. G. Flowers, D. R.
Haldeman, K. C. Lyall, A. M. Nemirow, M. E. Neshek, H. C. Prange, J. D.
Pyle, H. F. Scheig and C. T. Toussaint. Mr. Scheig retired as a director
effective May 17, 1995. Mr. Aspin passed away on May 21, 1995.
Director's Charitable Award Program - The Company maintains a
Director's Charitable Award Program for the nonmanagement members of the
Board of Directors of the Company beginning after three years of service.
The purpose of the program is to recognize the interest of the Company and
its directors in supporting worthy institutions, and enhance the Company's
director benefit program so that the Company is able to continue to
attract and retain directors of the highest caliber. Under the program,
when a director dies, the Company will donate a total of $500,000 to one
qualified charitable organization, or divide that amount among a maximum
of four qualified charitable organizations, selected by the individual
director. The individual director derives no financial benefit from the
program. All deductions for charitable contributions are taken by the
Company, and the donations are funded by the Company through life
insurance policies on the directors. Over the life of the program, all
costs of donations and premiums on the life insurance policies, including
a return of the Company's cost of funds, will be recovered through life
insurance proceeds on the directors. The program, over its life, will not
result in any material cost to the Company.
Director's Life Insurance Program - The Company maintains a split-
dollar Director's Life Insurance Program for nonemployee directors,
beginning after three years of service, which provides a maximum death
benefit of $500,000 to each eligible director. Under the split-dollar
arrangement, directors are provided a death benefit only and do not have
any interest in the cash value of the policies. The Life Insurance
Program is structured to pay a portion of the total death benefit to the
Company to reimburse the Company for all costs of the program, including a
return on its funds. The Life Insurance Program, over its life, will not
result in any material cost to the Company.
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth the total
compensation paid by the Company and its subsidiaries for all services
rendered during 1995, 1994, and 1993 to the Chief Executive Officer and
the four other most highly compensated executive officers of the Company
or its subsidiaries who perform policy making functions for the Company.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Annual Compensation Compensation
Awards
Other Securities
Name and Annual Restricted Underlying All Other
Principal Compen- Stock Options/ Compen-
Position Year Salary/1 Bonus sation/2 Awards/3 SARs/4 sation/5
<S> <C> <C> <C> <C> <C> <C> <C>
Erroll B. Davis, Jr. 1995 $426,038 $125,496 $18,963 $ 0 13,100 $61,513
President and CEO 1994 426,038 128,232 14,958 272,000 0 57,723
1993 427,616 115,796 10,262 0 0 55,674
William D. Harvey 1995 203,846 47,340 5,746 0 4,700 23,534
Senior Vice President- 1994 193,654 56,080 5,203 0 0 22,632
WP&L 1993 168,962 42,104 4,152 0 0 24,003
Eliot G. Protsch 1995 200,000 47,520 4,169 0 4,700 20,178
Senior Vice President- 1994 190,000 56,080 3,930 0 0 18,346
WP&L 1993 154,549 42,104 3,194 0 0 15,371
Lance W. Ahearn 1995 195,000 34,125 3,814 0 0 29,663
President and CEO-HDC 1994 186,533 33,576 0 0 0 30,811
1993 170,500 84,609 0 0 0 3,570
Anthony J. Amato 1995 156,804 40,046 5,144 0 3,650 18,059
Senior Vice President- 1994 152,885 43,138 5,328 0 0 17,021
WP&L 1993 140,769 33,240 4,181 0 0 17,842
<FN>
____________________
1 Includes vacation days sold back to the Company.
2 For all except Mr. Davis, amounts for 1995 consist of income tax
gross-ups for reverse split-dollar life insurance. For Mr. Davis,
amount for 1995 consists of income tax gross-ups for (a) reverse
split-dollar life insurance - $14,352, and (b) financial counseling
benefit - $4,611.
3 The restricted stock award to Mr. Davis consists of 1.67 shares of
HDC common stock which had an estimated net book value of $269,132
at December 31, 1995. Dividends are not paid on Mr. Davis'
restricted stock. These shares vest at a rate of 0.4175 shares per
year beginning on December 21, 1994, and will be fully vested on
March 31, 1997, subject to earlier vesting in certain cases. These
shares are subject to transfer restrictions in accordance with a
Restricted Stock Agreement between the Company, HDC and Mr. Davis.
The Company loaned to Mr. Davis $125,053 which equals the income
taxes withheld in connection with shares vested as of December 31,
1995. Mr. Davis is charged interest on the loan at the prime rate.
4 Stock option grants made in 1995 were in combination with contingent
dividend awards as described in the table entitled "Long-Term
Incentive Awards in 1995."
5 All Other Compensation for 1995 consists of: matching contributions
to 401(k) plan, Mr. Davis -$12,781, Mr. Harvey - $6,202, Mr. Protsch -
$6,000, Mr. Ahearn - $4,620 and Mr. Amato $4,704; financial
counseling benefit, Mr. Davis - $5,000; split dollar life insurance
premiums, Mr. Davis - $28,171, Mr. Harvey - $11,102, Mr. Protsch -
$9,669, Mr. Ahearn - $18,002, and Mr. Amato - $6,908; reverse split
dollar life insurance, Mr. Davis - $15,561, Mr. Harvey - $6,230, Mr.
Protsch - $4,509, Mr. Ahearn - $7,041, and Mr. Amato - $6,447. The
split dollar and reverse split dollar insurance premiums are
calculated using the "foregone interest" method.
</TABLE>
Stock Options
The Company has in effect the WPL Holdings, Inc. Long-Term Equity
Incentive Plan pursuant to which, among other awards, options to purchase
Company Common Stock may be granted to key employees (including executive
officers) of the Company and its subsidiaries. The following table sets
forth certain information concerning stock options granted during 1995 to
the executive officers named in the Summary Compensation Table.
<TABLE>
OPTION/SAR GRANTS IN 1995
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Appreciation for Option
Individual Grants Term/2
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/ Employees in Base Price Expiration
Name SARs Granted/1 Fiscal Year ($/Share) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Erroll B. Davis, Jr. 13,100 31% 27.50 1/3/05 226,630 574,304
William D. Harvey 4,700 11% 27.50 1/3/05 81,310 206,048
Eliot G. Protsch 4,700 11% 27.50 1/3/05 81,310 206,048
Lance W. Ahearn NA NA NA NA NA NA
Anthony J. Amato 3,650 9% 27.50 1/3/05 63,145 160,016
<FN>
1 Consists of non-qualified stock options to purchase shares of Company
Common Stock granted pursuant to WPL Holdings, Inc.'s Long-Term
Equity Incentive Plan. Options were granted on January 3, 1995, and
will fully vest on January 3, 1998. These options were granted with
an equal number of contingent dividend awards as described in the
table entitled "Long-Term Incentive Awards in 1995", and have per
share exercise prices equal to the fair market value of a share of
Company Common Stock on the date of grant. Upon a "change in
control" of the Company as defined in the Long-Term Equity Incentive
Plan or upon retirement, disability or death of the option holder,
these options shall become immediately exercisable. Upon exercise of
an option, the optionee purchases all or a portion of the shares
covered by the option by paying the exercise price multiplied by the
number of shares as to which the option is exercised, either in cash
or by surrendering shares of Company Common Stock already owned by
the optionee.
2 The hypothetical potential appreciation shown for the named
executives is required by rules of the Securities and Exchange
Commission. The amounts shown do not represent either the historical
or expected future performance of the Company's Common Stock. For
example, in order for the named executives to realize the potential
values set forth in the 5% and 10% columns in the table above, the
price per share of Company Common Stock would be $44.80 and $71.34,
respectively, as of the expiration date of the options.
</TABLE>
The following table provides information for the executive officers
named in the Summary Compensation Table regarding the number and value of
unexercised options. No options were exercised by such officers during
1995.
OPTION/SAR EXERCISES IN 1995 AND
OPTION/SAR VALUES AT DECEMBER 31, 1995
Number of Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Year Options/SARs at Year
End End/1
Name Exercis- Unexercis- Exercis- Unexercis-
able able able able
Erroll B. Davis, Jr. 0 13,100 0 $40,938
William D. Harvey 0 4,700 0 14,688
Eliot G. Protsch 0 4,700 0 14,688
Lance W. Ahearn NA NA NA NA
Anthony J. Amato 0 3,650 0 11,406
1 Based on the closing per share price on December 29, 1995 of Company
Common Stock of $30 5/8.
Long-Term Incentive Awards
The following table provides information concerning long-term
incentive awards made in 1995 to the executive officers named in the
Summary Compensation Table.
<TABLE>
LONG-TERM INCENTIVE AWARDS IN 1995
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER NON-
STOCK PRICE-BASED PLANS/2
NUMBER OF PERFORMANCE OR
SHARES, OTHER PERIOD
UNITS OR UNTIL MATURATION
NAME OTHER RIGHTS OR PAYOUT THRESHOLD TARGET MAXIMUM
(#)/1 ($) ($) ($)
<S> <C> <C> <C> <C> <C>
Erroll B. Davis, Jr. 13,100 1/3/98 61,622 77,028 134,799
William D. Harvey 4,700 1/3/98 22,109 27,636 48,363
Eliot G. Protsch 4,700 1/3/98 22,109 27,636 48,363
Lance W. Ahearn NA NA NA NA NA
Anthony J. Amato 3,650 1/3/98 17,170 21,462 37,559
<FN>
1 Consists of Performance Units awarded under the WPL Holdings, Inc.
Long-Term Equity Incentive Plan in combination with stock options (as
described in the table entitled "Option/SAR Grants in 1995"). These
Performance Units are entirely in the form of contingent dividends and
will be paid if total shareowner return over a three-year period ending
January 3, 1998 equals or exceeds the median return earned by the
companies in a peer group of utility holding companies, except that
there will be no payment if the Company's total return is negative over
the course of such period. If payable, each participant shall receive
an amount equal to the accumulated dividends paid on one share of
Company Common Stock during the period of January 3, 1995 through
January 2, 1998 multiplied by the number of Performance Units awarded
to the participant, and modified by a performance multiplier which
ranges from 0 to 1.75 based on the Company's total return relative to
the peer group.
2 Assumes, for purposes of illustration only, a two cent per share
increase in the annual dividend on shares of Company Common Stock for
1996 and 1997.
</TABLE>
Agreements with Executives
The Company has entered into employment and severance agreements with
certain of its executive officers and certain executive officers of its
subsidiaries, including Messrs. Davis, Harvey, Protsch, Ahearn and Amato.
These agreements provide executives with a measure of security against
changes in their relationship with the Company and its subsidiaries in the
event of a change in control of the Company. These agreements provide
that each executive officer that is a party thereto is entitled to
benefits if, within five years after a change in control of the Company
(as defined in the agreements), the officer's employment is ended through
(a) termination by the Company or its subsidiaries, other than by reason
of death or disability or for cause (as defined in the agreements), or (b)
termination by the officer due to a breach of the agreement by the Company
or its subsidiaries or a significant change in the officer's
responsibilities, or (c) in the case of Mr. Davis' agreement only,
termination by Mr. Davis following the first anniversary of the change in
control. The benefits provided under each of the agreements include: (a)
a cash termination payment of one, two or three times (depending on which
executive is involved) the sum of the executive officer's annual salary
and his or her average annual bonus during the three years before the
termination and (b) continuation for up to five years of equivalent
hospital, medical, dental, accident, disability and life insurance
coverage as in effect at the time of termination. The agreements also
provide the foregoing benefits in connection with certain terminations
which are effected in anticipation of a change in control. Each agreement
provides that if any portion of the benefits under the agreement or under
any other agreement for the officer would constitute an excess payment for
purposes of the Internal Revenue Code, benefits will be reduced so that
the officer will be entitled to receive $1 less than the maximum amount
which he or she could have received without becoming subject to the 20%
excise tax imposed by the Internal Revenue Code on certain excess
payments, or which the Company may pay without the loss of deduction under
the Internal Revenue Code. The Board of Directors of the Company has
authorized that each of the foregoing agreements be amended to
specifically provide that the consummation of the proposed combination
(the "Proposed Merger") involving the Company, IES Industries Inc. ("IES")
and Interstate Power Company ("IPC") will constitute a change in control
in certain cases for purposes of the agreements in the event of
termination without cause.
Based on the compensation paid to the executives in 1995 and assuming
the occurrence of a termination for which severance benefits would be
payable following a change of control of the Company, the maximum amounts
payable to each of Messrs. Davis, Harvey, Protsch, Ahearn and Amato and
all of the other executives of the Company as a group (eight persons)
under their employment and severance agreements would be $1,623,524,
$745,524, $745,704, $737,310, $577,962 and $2,583,641, respectively.
The Company and HDC also entered into a Restricted Stock Agreement
with Mr. Davis in relation to the award to Mr. Davis in 1994 of 1.67
shares of HDC common stock as shown in the Summary Compensation Table.
(See footnote 3 to the Summary Compensation Table for additional
information on the award of HDC stock to Mr. Davis.) The agreement
restricts the transfer of the HDC stock awarded to Mr. Davis and gives HDC
the right of first refusal on any proposed transfer of the stock, at
prices per share as determined in accordance with the agreement. The
agreement also provides for the sale of the stock by Mr. Davis to HDC in
the event of a sale of HDC, and, beginning on March 31, 1997, provides for
the conversion of the HDC stock into Company Common Stock over a period of
five years at a ratio as determined in accordance with the agreement.
The Company and HDC also have in place a Restricted Stock Agreement
with Mr. Ahearn in connection with an award to Mr. Ahearn of five shares
of HDC common stock in 1991. The final portion of Mr. Ahearn's restricted
stock vested in 1994. The provisions of the agreement with Mr. Ahearn are
similar to the provisions of the agreement with Mr. Davis. HDC has loaned
to Mr. Ahearn an amount of $485,401 which equals the income taxes withheld
in connection with HDC shares awarded to him. Mr. Ahearn is charged
interest on the loan at the prime rate.
Retirement and Employee Benefit Plans
Salaried employees (including officers) of the Company and WP&L are
eligible to participate in a Retirement Plan maintained by WP&L. Mr.
Ahearn is not eligible to participate in the plan. All of the other
executive officers named in the Summary Compensation Table participated in
the plan during 1995. Contributions to the plan are determined
actuarially, computed on a straight-life annuity basis, and cannot be
readily calculated as applied to any individual participant or small group
of participants. For purposes of the plan, compensation means payment for
services rendered, including vacation and sick pay, and is substantially
equivalent to the salary amounts reported in the foregoing Summary
Compensation Table. Retirement Plan benefits depend upon length of plan
service (up to a maximum of 30 years), age at retirement, and amount of
compensation (determined in accordance with the plan) and are reduced by
up to 50 percent of Social Security benefits. Credited years of service
under the plan for covered persons named in the foregoing Summary
Compensation Table are as follows: Mr. Davis, 16 years; Mr. Protsch, 16
years; Mr. Amato, 9 years; and Mr. Harvey, 8 years. Assuming retirement
at age 65, a Retirement Plan participant (in conjunction with the Unfunded
Supplemental Retirement Plan described below) would be eligible at
retirement for a maximum annual retirement benefit as follows:
<TABLE>
Retirement Plan Table
<CAPTION>
Average
Annual Annual Benefit After Specified Years in Plan*
Compensation 5 10 15 20 25 30
<S> <C> <C> <C> <C> <C> <C>
$125,000 $10,210 $20,421 $30,631 $40,841 $51,052 $61,262
150,000 12,502 25,004 37,506 50,008 62,510 75,012
200,000 17,085 34,171 51,256 68,341 85,427 102,512
250,000 21,669 43,337 65,006 86,675 108,343 130,012
300,000 26,252 52,504 78,756 105,008 131,260 157,512
350,000 30,835 61,671 92,506 123,341 154,177 185,012
400,000 35,419 70,837 106,256 141,675 177,093 212,512
450,000 40,002 80,004 120,006 160,008 200,010 240,012
475,000 42,294 84,587 126,881 169,175 211,468 253,762
500,000 44,585 89,171 133,756 178,341 222,927 267,512
525,000 46,877 93,754 140,631 187,508 234,385 281,262
</TABLE>
* Average annual compensation is based upon the average of the highest 36
consecutive months of compensation. The Retirement Plan benefits shown
above are net of estimated Social Security benefits and do not reflect any
deductions for other amounts. The annual retirement benefits payable are
subject to certain maximum limitations (in general, $120,000 for 1995 and
$120,000 for 1996) under the Internal Revenue Code. Under the Retirement
Plan and a supplemental survivors income plan, if a Retirement Plan
participant dies prior to retirement, the designated survivor of the
participant is entitled to a monthly income benefit equal to approximately
50 percent (100 percent in the case of certain executive officers and key
management employees) of the monthly retirement benefit which would have
been payable to the participant under the Retirement Plan if the
participant had remained employed by the Company until eligible for normal
retirement.
Unfunded Supplemental Retirement Plan - WP&L maintains an Unfunded
Supplemental Retirement Plan which provides funds for payment of
retirement benefits above the limitations on payments from qualified
pension plans in those cases where an employee's retirement benefits
exceed the qualified plan limits. Additionally, the plan provides for
payments of supplemental retirement benefits to employees holding the
position of Vice President or higher, who have been granted additional
months of service by the Board of Directors of the Company for purposes of
computing retirement benefits. The benefits payable under this plan are
included in the amounts disclosed in the Retirement Plan Table set forth
above.
Unfunded Executive Tenure Compensation Plan - WP&L maintains an
Unfunded Executive Tenure Compensation Plan to provide incentive for key
executives to remain in the service of WP&L by providing additional
compensation which is payable only if the executive remains with WP&L
until retirement (or other termination if approved by the Board of
Directors of the Company). Participants in the plan must be designated by
the Chief Executive Officer of WP&L and approved by the WP&L Board. Mr.
Davis was the only active participant in the plan as of December 31, 1995.
The plan provides for monthly payments to a participant after retirement
(at or after age 65, or with approval of the WP&L Board, prior to age 65)
for 120 months. The payments will be equal to 25 percent of the
participant's highest average salary for any consecutive 36-month period.
If a participant dies prior to retirement or before 120 payments have been
made, the participant's beneficiary will receive monthly payments equal to
50 percent of such amount for 120 months in the case of death before
retirement, or if the participant dies after retirement, 50 percent of
such amount for the balance of the 120 months. Annual benefits of
$104,500 would be payable to Mr. Davis upon retirement, assuming he
continues in WP&L's service until retirement at the same salary as was in
effect on December 31, 1995.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OWNERSHIP OF VOTING SECURITIES
Listed in the following table are the shares of Company Common Stock
owned by the executive officers listed in the Summary Compensation Table
and all directors of the Company, as well as the number of shares owned by
directors and officers as a group as of March 1, 1996. The table also
sets forth each person known by the Company to beneficially own as of
March 1, 1996 five percent or more of the outstanding shares of Company
Common Stock.
Shares
Beneficially Percent
Name of Beneficial Owner Owned of Class
Executive(1)
Lance W. Ahearn . . . . . . 24,461(2) *
A. J. (Nino) Amato . . . . . 2,249(3) *
William D. Harvey . . . . . 7,131(3) *
Eliot G. Protsch . . . . . . 8,005(3) *
Expected Director Nominees
Rockne G. Flowers . . . . . 7,738 *
Katharine C. Lyall . . . . . 4,688 *
Henry C. Prange . . . . . . 9,496(3) *
Continuing Directors
L. David Carley . . . . . . 3,514 *
Erroll B. Davis, Jr. . . . 10,274(3)(4) *
Donald R. Haldeman . . . . . 3,454 *
Arnold M. Nemirow . . . . . 6,722 *
Milton E. Neshek . . . . . . 10,486 *
Judith D. Pyle . . . . . . . 4,519 *
Carol T. Toussaint . . . . . 8,804 *
All Executive and Directors as a
Group 27 people, including those
listed above . . . . . . . . . . 104,409 *
Other Beneficial Owners(5)
IES . . . . . . . . . . . . 6,123,944 16.6%
IPC . . . . . . . . . . . . 6,123,944 16.6%
* Less than one percent of the total outstanding shares of Company
Common Stock.
(1) Stock ownership of Mr. Davis is shown with continuing directors.
(2) Mr. Ahearn owns 5 shares of HDC common stock subject to the terms of
a Restricted Stock Agreement with HDC and the Company. Pursuant to
such agreement, Mr. Ahearn may exchange up to one-third of his shares
of HDC common stock for Company Common Stock on March 31, 1996.
Based on the terms of the agreement and the most recent available
appraisal of HDC, pursuant to which the exchange ratio is calculated,
Mr. Ahearn could receive 23,506 shares of Company Common Stock in
exchange for one-third of his HDC shares. Accordingly, Mr. Ahearn's
beneficial ownership reflected in the table above includes the shares
of Company Common Stock he could receive pursuant to such an
exchange.
(3) Included in the beneficially owned shares shown are the following
indirect ownership interests with shared voting and investment
powers: Mr. Amato - 880; Mr. Harvey - 1,558; Mr. Protsch - 394; Mr.
Davis - 4,602; and Mr. Prange - 248.
(4) Mr. Davis has been awarded 1.67 shares of HDC common stock subject to
a Restricted Stock Agreement with HDC and the Company.
(5) By reason of stock option agreements entered into in connection with
the Proposed Merger, each of IES and IPC may be deemed to have sole
voting and dispositive power with respect to the shares listed above
which are subject to their respective options granted by the Company
and, accordingly, each of IES and IPC may be deemed to beneficially
own all of such shares (assuming exercise of its option and the
nontriggering of the other party's right to exercise its option for
Company Common Stock). However, each of IES and IPC expressly
disclaim any beneficial ownership of such shares because the options
are exercisable only in certain circumstances.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is included as part of the
disclosures contained in Item 12 under the caption "Compensation of
Executive Officers," which disclosures are incorporated herein by
reference.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) (1) 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, 1995, 1994 and 1993
Consolidated Balance Sheets, December 31, 1995 and 1994
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Capitalization, December 31, 1995
and 1994
Consolidated Statements of Common Shareowners' Investment
Notes to Consolidated Financial Statements
(a) (2) Financial Statement Schedules of the Company
For each of the years ended December 31, 1995, 1994 and 1993
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 Employees' Retirement Savings
Plan 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, 1995 and 1994
Statements of Changes in Net Assets Available for Benefits for
the Years Ended December 31, 1995 and 1994
Notes to Financial Statements
Schedule I - Schedule of Assets Held for Investment Purposes
Schedule II - 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.
(2A*) Agreement and Plan of Merger, dated as of November 10, 1995,
by and among WPL Holdings, Inc., IES Industries Inc.,
Interstate Power Company and AMW Acquisition, Inc.
(incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K, dated November 10, 1995)
(2B*) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, by and
among WPL Holdings, Inc. and IES Industries Inc.
(incorporated by reference to Exhibit 2.2 to the Company's
Current Report on Form 8-K dated November 10, 1995)
(2C*) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, by and
among WPL Holdings, Inc. and Interstate Power Company
(incorporated by reference to Exhibit 2.3 to the Company's
Current Report on Form 8-K dated November 10, 1995)
(2D*) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, by and
among IES Industries Inc. and WPL Holdings, Inc.
(incorporated by reference to Exhibit 2.4 to the Company's
Current Report on Form 8-K dated November 10, 1995)
(2E*) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, by and
among IES Industries Inc. and Interstate Power Company
(incorporated by reference to Exhibit 2.5 to the Company's
Current Report on Form 8-K dated November 10, 1995)
(2F*) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, by and
among Interstate Power Company and WPL Holdings, Inc.
(incorporated by reference to Exhibit 2.6 to the Company's
Current Report on Form 8-K dated November 10, 1995)
(2G*) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, by and
among Interstate Power Company and IES Industries Inc.
(incorporated by reference to Exhibit 2.7 to the Company's
Current Report on Form 8-K dated November 10, 1995)
3A* Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Form S-3 Registration Statement No. 33-59972)
3B Amendments to By-Laws of the Company
3C By-Laws of the Company as amended
4A* Indenture of Mortgage or Deed of Trust dated August 1, 1941,
between WP&L and First Wisconsin Trust Company and George B.
Luhman, as Trustees, 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) in File No. 2-7628; Amended Exhibit
7.02 in File No. 2-8462; Amended Exhibit 7.02 in File No.
2-8882; Second Amended Exhibit 4.03 in File No. 2-9526;
Amended Exhibit 4.03 in File No. 2-10406; Amended Exhibit
2.02 in File No. 2-11130; Amended Exhibit 2.02 in File No.
2-14816; Amended Exhibit 2.02 in File No. 2-20372; Amended
Exhibit 2.02 in File No. 2-29738; Amended Exhibit 2.02 in
File No. 2-32947; Amended Exhibit 2.02 in File No. 2-38304;
Amended Exhibit 2.02 in File No. 2-40802; Amended Exhibit
2.02 in File No. 2-50308; Exhibit 2.01(a) in File No.
2-57775; Amended Exhibit 2.02 in File No. 2-56036; Amended
Exhibit 2.02 in File No. 2-61439; Exhibit 4.02 in File No.
2-70534; Amended Exhibit 4.03 File No. 2-70534; Exhibit 4.02
in File No. 33-2579; Amended Exhibit 4.03 in File No.
33-2579; Amended Exhibit 4.02 in File No. 33-4961; Exhibit
4B to WPL's Form 10-K for the year ended December 31, 1988;
Exhibit 4.1 to WP&L's Form 8-K dated December 10, 1990;
Amended Exhibit 4.26 in File No. 33-45726; Amended Exhibit
4.27 in File No.33-45726; Exhibit 4.1 to WP&L's Form 8-K
dated March 9, 1992; Exhibit 4.1 to WP&L's Form 8-K dated
May 12, 1992; Exhibit 4.1 to WP&L's Form 8-K dated June 29,
1992; and Exhibit 4.1 to WP&L's Form 8-K dated July 20,
1992)
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 (incorporated by reference to Exhibit 10F
to the Company's Form 10-K for the year ended December 31,
1994)
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 (incorporated
by reference to Exhibit 10O to the Company's Form 10-K for
the year ended December 31, 1994)
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 the
audited financial statements of the Wisconsin Power and
Light Company Employees' Retirement Savings Plan)
27 Financial Data Schedule
_______________
# 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.
The Company filed a Current Report on Form 8-K, dated November 10,
1995, reporting (under Item 5) that it had entered into an Agreement
and Plan of Merger with IES Industries Inc. and Interstate Power
Company, and certain related documents.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1995 AND 1994
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:
We have audited the accompanying statements of net assets available for
benefits of WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT
SAVINGS PLAN (the "Plan") as of December 31, 1995 and 1994, and the
related statements of changes in net assets available for benefits, with
fund information, for the years then ended. These financial statements
and the supplemental schedules referred to below are the responsibility of
the Plan administrator. Our responsibility is to express an opinion on
these financial statements and supplemental 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, 1995 and 1994, and the changes in its net assets
available for benefits, with fund information, for the years then ended,
in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules,
as listed in the accompanying table of contents, are presented for purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The fund information in
the statement of net assets available for plan benefits and the statement
of changes in net assets available for plan benefits with fund information
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 and
fund information 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 4, 1996
<PAGE>
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1995
<CAPTION>
Participant Directed
Fixed Interna-
Equity Growth Income tional Balanced
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Investments:
Participant
directed, at
fair value:
Mellon Capital
Management
Stock Index
Fund $25,285,772
Fidelity
Advisor Income
and Growth Fund $7,762,936
Fidelity
Advisor Equity
Portfolio
Growth Fund $20,351,811
WPL Holdings,
Inc. Common
Stock
Templeton
Foreign Fund $1,821,242
Marshall Money
Market Fund $259,604
Loans to
Participants
Participant
directed, at
contract value:
Guaranteed
Investment
Contracts 21,648,592
Non-participant
directed, at
fair value:
WPL Holdings,
Inc. Common
Stock
Marshall Money
Market Fund
---------- ---------- ---------- --------- ---------
Total
Investments 25,285,772 20,351,811 21,908,196 1,821,242 7,762,936
---------- ---------- ---------- --------- ---------
Cash
---------- ---------- ---------- --------- ---------
Net Assets
Available
for Benefits $25,285,772 $20,351,811 $21,908,196 $1,821,242 $7,762,936
========== ========== ========== ========= ==========
<CAPTION>
Non-
Participant
Directed
WPL Holdings, WPL Holdings,
Inc. Common Inc. Common Total
Loan Stock Stock All
Fund Fund Fund Funds
<S> <C> <C> <C> <C>
Investments:
Participant
directed,
at fair value:
Mellon Capital
Management
Stock Index
Fund $25,285,772
Fidelity
Advisor Income
and Growth
Fund 7,762,936
Fidelity
Advisor Equity
Portfolio
Growth Fund 20,351,811
WPL Holdings,
Inc. Common
Stock $33,859,770 33,859,770
Templeton
Foreign Fund 1,821,242
Marshall Money
Market Fund 266,941 526,545
Loans to
Participants $1,584,836 1,584,836
Participant
directed, at
contract value:
Guaranteed
Investment
Contracts 21,648,592
Non-participant
directed, at
fair value:
WPL Holdings,
Inc. Common
Stock $6,566,306 6,566,306
Marshall Money
Market Fund 51,859 51,859
---------- ---------- ---------- -----------
Total
Investments 34,126,711 6,618,165 119,459,669
---------- ---------- ---------- -----------
Cash 97 97
---------- ---------- ---------- -----------
Net Assets
Available
for Benefits $1,584,836 $34,126,808 $6,618,165 $119,459,766
========= ========== ========= ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1994
<CAPTION>
Participant Directed
Fixed Interna-
Equity Growth Income tional Balanced
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
INVESTMENTS:
Participant-
directed, at
fair value:
Mellon Capital
Management
Stock Index
Fund $15,710,838
Fidelity
Advisor Income
and Growth
Fund $6,969,061
Fidelity
Advisor Equity
Portfolio
Growth Fund $10,887,304
Templeton
Foreign Fund $311,673
WPL Holdings,
Inc. Common
Stock
Marshall Money
Market Fund $2,237,787
Loans to
Participants
Participant-
directed, at
contract value:
Guaranteed
Investment
Contracts 19,451,314
Non-participant
directed, at
fair value:
WPL Holdings,
Inc. Common
Stock
---------- ---------- ---------- ---------- ---------
Total
Investments 15,710,838 10,887,304 21,689,101 311,673 6,969,061
---------- ---------- ---------- --------- ---------
Cash 23
Interest
Receivable 76,297
Contribution
Receivable 43,331 65,341 41,956 229 44,249
---------- ---------- ---------- --------- ---------
Net Assets
Available
for Benefits $15,754,169 $10,952,645 $21,807,377 $311,902 $7,013,310
========== ========== ========== ========= =========
<CAPTION>
Non
Participant
Directed
WPL Holdings, WPL Holdings,
Inc. Common Inc. Common Total
Loan Stock Stock All
Fund Fund Fund Funds
<S> <C> <C> <C> <C>
INVESTMENTS:
Participant-
directed, at
fair value:
Mellon Capital
Management
Stock Index
Fund $15,710,838
Fidelity
Advisor Income
and Growth
Fund 6,969,061
Fidelity
Advisor Equity
Portfolio
Growth Fund 10,887,304
Templeton
Foreign Fund 311,673
WPL Holdings,
Inc. Common
Stock $30,742,626 30,742,626
Marshall Money
Market Fund 1,911,536 4,149,323
Loans to
Participants $1,539,783 1,539,783
Participant-
directed, at
contract value:
Guaranteed
Investment
Contracts 19,451,314
Non-participant
directed, at
fair value:
WPL Holdings,
Inc. Common
Stock $4,189,380 4,189,380
---------- ---------- ---------- ----------
Total
Investments 1,539,783 32,654,162 4,189,380 93,951,302
---------- ---------- ---------- ----------
Cash 23
Interest
Receivable 6,544 82,841
Contribution
Receivable 34,161 46,732 275,999
---------- ---------- ---------- ---------
Net Assets
Available
for Benenfits $1,539,783 $32,694,867 $4,236,112 $94,310,165
========== ========== ========= ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
Participant Directed
Fixed Income International
Equity Fund Growth Fund Fund Fund Balanced Fund
<S> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income:
Dividend Income $681,454 $996,849 $102,462 $312,555
Interest Income $1,519,613
Net Appreciation
(Depreciation) in Fair
Value of Investments 5,594,860 3,667,620 (61,319) 11,876 656,573
-------- ---------- ---------- --------- ----------
6,276,314 4,664,469 1,458,294 114,338 969,128
Contributions:
Employer
Employee 1,599,832 1,965,268 1,643,790 246,126 1,117,254
--------- --------- ---------- ------- ----------
1,599,832 1,965,268 1,643,790 246,126 1,117,254
--------- --------- ---------- ------- ----------
Total Additions 7,876,146 6,629,737 3,102,084 360,464 2,086,382
--------- --------- ---------- -------- ----------
Deductions from Net Assets
Attributed to:
Distributions to
Participants 516,862 390,041 1,881,691 18,005 367,884
Other Expenses 34,644 750 900 200
-------- --------- ---------- ----------- ----------
Total Deductions 551,506 390,791 1,882,591 18,005 368,084
--------- ---------- ----------- ------------ ----------
Transfers Between Funds 2,206,963 3,160,220 (1,118,674) 1,166,881 (968,672)
-------- ---------- ------------ ----------- -----------
Net Assets Available for
Benefits:
Beginning of Year 15,754,169 10,952,645 21,807,377 311,902 7,013,310
--------- ---------- ----------- ---------- ---------
End of Year $25,285,772 $20,351,811 $21,908,196 $1,821,242 $7,762,936
=========== ============ ========== =========== ==========
<CAPTION>
Non-Participant
Participant Directed Directed
WPL Holdings, WPL Holdings,
Inc. Common Inc. Common
Loan Fund Stock Fund Stock Fund Total All Funds
<S> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income:
Dividend Income $2,272,280 $294,408 $4,660,008
Interest Income $141,532 40,519 1,701,664
Net Appreciation
(Depreciation) in
Fair Value of
Investments 3,504,843 608,376 13,982,829
-------- ---------- ---------- ---------
141,532 5,817,642 902,784 20,344,501
Contributions:
Employer 1,726,917 1,726,917
Employee 1,282,399 7,854,669
--------- --------- ---------- ---------
1,282,399 1,726,917 9,581,586
--------- --------- ---------- ---------
Total Additions 141,532 7,100,041 2,629,701 29,926,087
--------- --------- ---------- --------
Deductions from Net
Assets Attributed to:
Distributions to
Participants 53,366 1,263,245 247,648 4,738,742
Other Expenses 1,250 37,744
-------- --------- ---------- -----------
Total Deductions 53,366 1,264,495 247,648 4,776,486
--------- ---------- ----------- ------------
Transfers Between Funds (43,113) (4,403,605)
-------- ---------- ------------ -----------
Net Assets Available for
Benefits:
Beginning of Year 1,539,783 32,694,867 4,236,112 94,310,165
--------- ---------- ----------- ----------
End of Year $1,584,836 $34,126,808 $6,618,165 $119,459,766
=========== ============ ========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN A
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Participant Directed
Money Market Fixed Income International
Equity Fund Fund Growth Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Additions to Net
Assets Attributed
to:
Investment Income:
Dividend Income $205,970 $16,960 $23,977
Interest Income 675 $61,825 546 646,377 $26
Net Appreciation
(Depreciation) in
Fair Value of
Investments (206,687) (68,359) 4,656 (6)
--------- -------- --------- ----------- ----------
(42) 61,825 (50,853) 675,010 20
Contributions:
Employer
Employee 675,704 55,140 1,018,430 598,393 5,937
--------- -------- --------- ----------- ----------
675,704 55,140 1,018,430 598,393 5,937
--------- -------- --------- ----------- ----------
Total Additions 675,662 116,965 967,577 1,273,403 5,957
--------- -------- --------- ----------- ----------
Deductions from Net
Assets Attributed
to:
Distributions to
Participants 343,168 93,701 164,613 855,394
Other Expenses 20,995 143 6,905 52,673
--------- -------- --------- ----------- ----------
Total Deductions 364,163 93,844 171,518 908,067
--------- -------- --------- ----------- ----------
Transfers Between
Plans 7,776,036 (605,501) 4,899,645 12,204,679 305,945
--------- -------- --------- ----------- ----------
Net Assets Available
for Benefits:
Beginning of Year 7,666,634 582,380 5,256,941 9,237,362
--------- -------- --------- ----------- ----------
End of Year $15,754,169 $0 $10,952,645 $21,807,377 $311,902
=========== ========= ========== =========== ==========
<CAPTION>
Non-Participant
Participant Directed Directed
WPL Holdings, WPL Holdings,
Balanced Inc. Common Inc. Common Total All
Fund Loan Fund Stock Fund Stock Fund Funds
<S> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income:
Dividend Income $127,247 $281,708 $218,764 $874,626
Interest Income 325 $61,460 8,540 779,774
Net Appreciation
(Depreciation) in
Fair Value of
Investments (228,739) 4,861,162 (618,054) 3,743,973
--------- -------- ---------- ---------- ---------
(101,167) 61,460 5,151,410 (399,290) 5,398,373
Contributions:
Employer 557,061 557,061
Employee 691,159 534,330 3,579,093
------- --------- --------- ---------- ---------
691,159 534,330 557,061 4,136,154
------- --------- --------- ---------- ---------
Total Additions 589,992 61,460 5,685,740 157,771 9,534,527
------- --------- --------- ---------- ---------
Deductions from Net
Assets Attributed to:
Distributions to
Participants 88,714 32,741 63,031 168.624 1,809,986
Other Expenses 2,786 16,266 99,768
-------- -------- --------- ---------- -----------
Total Deductions 91,500 32,741 79,297 168,624 1,909,754
-------- --------- ---------- ----------- ------------
Transfers Between Plans 3,115,934 845,277 22,165,018 727,777 51,434,810
---------- -------- ---------- ------------ -----------
Net Assets Available
for Benefits:
Beginning of Year 3,398,884 665,787 4,923,406 3,519,188 35,250,582
---------- --------- ---------- ----------- ----------
End of Year $7,013,310 $1,539,783 $32,694,867 $4,236,112 $94,310,165
========= ========= ========== ========= ==========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1995 AND 1994
Note 1. Description of the Plan
On January 1, 1983, Wisconsin Power and Light Company (the "Company")
a subsidiary of WPL Holdings, Inc. ("WPLH") 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 defined contribution 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 31, 1994, the Company's Employees' 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.
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, totaled $9,511,207. The participants invested
these assets at their discretion within the investment options
described in Note 3.
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 1995) and have such
amounts contributed by the Company to an account maintained for the
employee.
Active salaried employees of the Company and WPLH (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 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 Statement of Changes in Net Assets Available for Benefits for
the year ended December 31, 1994 reflect only the activity of Plan A
prior to the merger.
Valuation of Investments
Guaranteed investments contracts are all fully benefit responsive and
carried at contract value, which approximates fair value.
Participant loans are carried at unpaid principal balances due. All
other Plan investments are carried at fair value.
Net Appreciation in Fair Market Value of Investments
Net realized and unrealized appreciation (depreciation) is recorded
in the accompanying statement of changes in net assets available for
benefits with fund information as net appreciation in fair market
value of investments.
Expenses
Investment management fees are paid from investment earnings prior to
crediting earnings to the individual participant account balances.
Most other Plan administrative expenses are absorbed by the Company.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to
make estimates and assumptions that affect the reported amounts of
net assets available for benefits at the date of the financial
statements and the reported amounts of changes in net assets
available for benefits during the reporting period. Actual results
could, in some cases, differ from those estimates.
Reclassifications
Certain reclassifications have been made to the financial statements
of the prior year to conform to the presentation for 1995.
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:
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.
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.
Growth Fund. Fidelity Management and Research manages the Growth
Fund which is invested in the Fidelity Advisor Equity Portfolio
Growth 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 Advisor Income and Growth Fund.
The Balanced Fund is invested in a broadly diversified portfolio of
securities, including foreign and domestic common and preferred
stocks, bonds and other liquid securities.
International Fund. Templeton Funds, Inc. manages the International
Fund which consists of the Templeton Foreign Fund. This fund's
objective is long-term capital growth, which it seeks to achieve
through a flexible policy of investing in stocks and debt obligations
of companies and governments outside the United States.
WPL Holdings, Inc. Common Stock Fund. This fund invests in WPLH
common stock. Purchases of common stock are made by the Trustee from
shares newly issued by WPLH or on the open market. Any dividends
received on WPLH common stock in this fund are reinvested by the
Trustee in common stock of WPLH.
Under the terms of an Agreement and Plan of Merger ("Merger
Agreement") dated November 10, 1995, between WPLH, IES Industries
Inc. ("IES"), and Interstate Power Co. ("IPC"), the outstanding
shares of WPLH common stock will remain unchanged and outstanding as
shares of Interstate Energy Corp. ("Interstate Energy") after the
merger. Each outstanding share of IES and IPC's common stock will be
converted to .98 and 1.11 shares, respectively, of Interstate
Energy's common stock. It is anticipated that Interstate Energy will
retain WPLH common share dividend payment level as of the effective
time of the merger.
In February 1989, the Board of Directors of WPLH declared a dividend
distribution of one common stock purchase right ("right") on each
outstanding share of WPLH common stock. Each right would initially
entitle shareowners to buy one-half of one share of WPLH 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
WPLH common stock. The rights expire on February 22, 1999, unless
the rights are earlier redeemed or exchanged by WPLH.
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. Interest rates on
participant loans ranged from 7.25% to 9.25% and 7.75% to 9.75% in
1995 and 1994, respectively. Information regarding loan proceeds and
repayments included in net transfers is as follows:
1995 1994
Loan Proceeds $ 537,465 $ 262,315
Loan Repayments (580,578) (237,775)
Transfers between Plans --- 820,737
--------- --------
Net Transfers $ (43,113) $ 845,277
========= ========
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
Investments held which were greater than 5% of the Plan's net assets
available for benefits as of December 31, 1995 and 1994 are as
follows:
1995:
Fidelity Advisor Equity Portfolio Growth $20,351,811
Fund
Fidelity Advisor Income and Growth Fund $7,762,936
Mellon Capital Management Stock Index $25,285,772
Fund
WPL Holdings, Inc. Common Stock Fund $40,426,076
M&I Stable Principal Fund $9,639,371
1994:
Fidelity Advisor Equity Portfolio Growth $10,887,304
Fund
Fidelity Advisor Income and Growth Fund $6,969,061
Mellon Capital Management Stock Index $15,710,765
Fund
M&I Stable Principal Fund $10,118,638
WPL Holdings, Inc. Common Stock $34,932,006
Note 4. Employer Contribution
The Company provides a matching contribution in an amount equal to
50% and 25% of the deferred cash contributions made on behalf of
Salaried Participants and Hourly Participants, respectively, up to 6%
of each Participant's compensation per pay period. Company
contributions are invested in WPLH 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 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 $18,710,282 and $19,917,664 as of December 31, 1995 and 1994,
respectively. 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 daily through an automated voice response system.
In the event a participant transfers to employment outside 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 for a
determination letter request on March 31, 1995. In the opinion of
the Company's management, the Plan, as currently amended, remains
tax-exempt.
Note 8. Derivative Financial Instruments
The Plan did not invest in any material derivative financial
instrument contracts in 1995 and 1994.
Note 9. Related Party Transactions
As described previously (see Note 3), the Plan maintains investments
in WPLH 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
transactions are not considered prohibited transactions by statutory
exemptions under the ERISA regulations.
Note 10. Impact of SOP 94-4
The adoption of SOP 94-4, "Reporting of Investment Contracts Held by
Health and Welfare Benefit Plans and Defined Contribution Pension
Plans," effective January 1, 1995, did not materially impact the Plan
financial statements.
<PAGE>
Schedule I
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
Face Amount/ Fair or
Number of Contract
Shares Description Cost Value
189,510 Mellon Capital Management
Stock Index Fund $19,996,972 $25,285,772
494,140 Fidelity Advisor Income and
Growth Fund 7,256,575 7,762,936
198,392 Templeton Foreign Fund 1,826,223 1,821,242
1,584,836 Loans to Participants (interest
rate 7.25%-9.25%) 1,584,836 1,584,836
542,570 Fidelity Advisor Equity Portfolio
Growth Fund 17,082,644 20,351,811
1,319,994 WPL Holdings, Inc. Common Stock 31,769,171 40,426,076
578,404 Marshall Money Market Fund 578,404 578,404
Guaranteed Investment Contracts:
1,037,048 Security Life of Denver GIC
#FA-0381, 6.90%, due 6/16/00 1,037,048 1,037,048
1,081,908 Hartford GIC #12039,
7.92%, due 12/19/97 1,081,908 1,081,908
1,486,654 CNA 1991 Selection Fund F4, 9.07%,
due 3/31/94 through 3/31/96 1,486,654 1,486,654
818,494 Principal Mutual Life Insurance
Company GIC #11792, 9%, due
12/31/1995 818,494 818,494
1,060,854 Allstate Life GIC# GA-5760,
7.53%, due 3/31/00 1,060,854 1,060,854
1,056,011 LaSalle National Bank GIC
# 355-00-45542, 7.10%, due
3/16/99 1,056,011 1,056,011
1,048,266 Safeco Life GIC # LP1050630,
6.98%, due 9/30/99 1,048,266 1,048,266
3,350,773 Government Plus Synthetic GIC
#ADA00083TR 3,350,773 3,350,773
1,069,213 Transamerica Occidental Life GIC
# 51240, 7.91%, due 2/14/00 1,069,213 1,069,213
9,639,371 M&I Stable Principle Fund 9,639,371 9,639,371
---------- ----------
Total Guaranteed Investment Contracts 21,648,592 21,648,592
---------- ----------
Total Assets Held for Investment Purposes $101,743,417 $119,459,669
=========== ===========
<PAGE>
Schedule II
<TABLE>
WISCONSIN POWER AND LIGHT COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<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 Equity
Portfolio Growth Fund 228 $8,441,268 151 $2,644,370 $2,412,537 $231,833
Mellon Capital Management
Stock Index Fund 229 6,254,705 166 2,274,247 2,017,521 256,726
WPL Holdings, Inc.
Common Stock 138 5,199,072 232 7,829,483 5,794,124 2,035,359
Marshall Money Market Fund 302 25,788,873 374 25,290,814 25,290,814 --
</TABLE>
<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: April 29, 1996 By:/s/ Edward M. Gleason
Edward M. Gleason
Vice President, Treasurer
and Corporate Secretary
(Principal Financial and Accounting
Officer)
<PAGE>
WPL HOLDINGS, INC.
EXHIBIT INDEX
Exhibit
No. Description
3B* Amendments to By-Laws of the Company
3C* By-Laws of the Company as amended
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 the
audited financial statements of the Wisconsin Power and Light
Company Employees' Retirement Savings Plan)
27* Financial Data Schedule
_____________
* Previously filed with this Annual Report on Form 10-K.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our reports included in this WPL Holdings, Inc. Form 10-
K/A into WPL Holdings, Inc.'s previously filed Registration Statements on
Form S-8 (Nos. 33-6671, 2-78551 and 33-52215) and Form S-3 (No. 33-21482).
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
April 29, 1996
