File No. 70-8891
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
AMENDMENT NO. 1
TO
FORM U-1
_____________________________________________
APPLICATION/DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_____________________________________________
IES Industries Inc. Interstate Power Company WPL Holdings, Inc.
200 First Street S.E. 1000 Main Street 222 West Washington Avenue
Cedar Rapids, Iowa 52401 Dubuque, Iowa 52004 Madison, Wisconsin 53703
__________________________________
(Name of companies filing this statement
and address of principal executive offices)
None
__________________________________
(Name of top registered holding company, parent of each applicant or
declarant)
Lee Liu Wayne H. Stoppelmoor Erroll B. Davis, Jr.
Chairman of the Board, Chairman of the Board, President and
President President Chief Executive Officer
& Chief Executive and Chief Executive WPL Holdings, Inc.
Officer Officer 222 West Washington
IES Industries Inc. Interstate Power Company Avenue
200 First Street S.E. 1000 Main Street Madison, Wisconsin
Cedar Rapids, Iowa 52401 Dubuque, Iowa 52004-0769 53703-0192
(Names and addresses of agents for service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application/Declaration to:
Benjamin F. Garmer, III, Esq. Kent Ragsdale, Esq.
Foley & Lardner Staff Counsel
777 East Wisconsin Avenue Interstate Power Company
Milwaukee, Wisconsin 53202 1000 Main Street
Dubuque, Iowa 52004-0769
Stephen W. Southwick, Esq. Barbara J. Swan, Esq.
Vice President, General Vice President and General
Counsel & Secretary Counsel
IES Industries Inc. Wisconsin Power and Light Company
200 First Street S.E. 222 West Washington Avenue
Cedar Rapids, Iowa 52401 Madison, Wisconsin 53703-0192
<PAGE>
The Applicants hereby amend their Application/Declaration on
Form U-1 in File No. 70-8891 as follows:
1. By amending and restating the third paragraph of Section A.
"Introduction" of Item 1. "DESCRIPTION OF PROPOSED TRANSACTION" to read as
follows:
The Transaction was approved by the shareholders of WPLH
and IPC at their respective meetings held on September 5, 1996,
and based on preliminary tabulations, was approved by the
shareholders of IES at its meeting held on September 5, 1996.
WPLH, IES and IPC have submitted or will be submitting
applications requesting approval of the Transaction and/or
related matters to (i) the Public Service Commission of
Wisconsin (the "PSCW"), (ii) the Iowa Utilities Board (the
"IUB"), (iii) the Minnesota Public Utilities Commission (the
"MPUC"), (v) the Illinois Commerce Commission ("ICC"), (vi) the
Federal Energy Regulatory Commission (the "FERC") and (vii) the
Nuclear Regulatory Commission (the "NRC"). Finally, the three
companies have made the required filings with the Antitrust
Division of the U.S. Department of Justice (the "DOJ") and the
Federal Trade Commission (the "FTC") under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act").
See Item 4 below for additional detail regarding these
regulatory approvals. Apart from the approval of the Commission
under the Act, the foregoing approvals are the only regulatory
approvals required for the Transaction. In order to permit
timely consummation of the Transaction and the realization of
the substantial benefits it is expected to produce, the
applicants request that the Commission's review of this
Application/Declaration commence and proceed as expeditiously as
practicable.
2. By inserting the following paragraphs immediately after the
twentieth paragraph of Section C.1. "Background and Negotiations Leading
to The Proposed Transaction" of Item 1. "DESCRIPTION OF PROPOSED
TRANSACTION:"
On August 4, 1996, MidAmerican Energy Company ("MEC") made
an unsolicited takeover proposal for IES, which was delivered in
a letter to IES (the "MEC Takeover Proposal"). The MEC Takeover
Proposal was premised upon the withdrawal by IES from its
proposed transaction with WPLH and IPC. After consulting with
its advisors, the IES Board concluded on August 14, 1996, that,
from a strategic perspective, the Mergers would be more
beneficial to IES and its shareholders, customers and employees
in the communities that IES serves than the MEC Takeover
Proposal would be.
On August 15, 1996, the WPLH Board, the IPC Board and the
IES Board agreed to increase the IES exchange ratio to 1.14.
The parties thereafter executed and delivered Amendment No. 2 to
the Merger Agreement, dated as of August 16, 1996, increasing
the IES exchange ratio to 1.14. On September 5, 1996, the
Transaction was approved by the shareholders of WPLH and IPC at
their respective meetings and, based on preliminary tabulations,
was approved by the shareholders of IES at its meeting held on
September 5, 1996.
3. By amending and restating the second paragraph of Section
C.2. "Merger Agreement" of Item 1. "DESCRIPTION OF PROPOSED TRANSACTION"
to read as follows:
Under the terms of the Merger Agreement, upon consummation
of the Transaction: (i) each outstanding share of IES Common
Stock (other than shares owned directly or indirectly by WPLH,
IES or IPC and IES Dissenting Shares) will be converted into the
right to receive 1.14 shares of Interstate Energy Common Stock;
(ii) each outstanding share of IPC Common Stock (other than
shares owned directly or indirectly by WPLH, IES or IPC) will
ultimately be converted into the right to receive 1.11 shares of
Interstate Energy Common Stock; (iii) each outstanding share of
IPC Preferred Stock (other than shares owned directly or
indirectly by WPLH, IES or IPC and other than IPC Dissenting
Shares) will remain outstanding and unchanged or, in the event
that the IPC Reincorporation Merger is to be effected, will be
converted into one share of New IPC Preferred Stock with terms
(including dividend rights) and designations under the New IPC
charter substantially identical to those of the converted shares
of IPC Preferred Stock under the IPC charter; (iv) each
outstanding share of WPLH Common Stock will remain outstanding
and unchanged as one share of Interstate Energy Common Stock;
and (v) if the Utilities Reincorporation Merger is effected,
each outstanding share of Utilities Common Stock will be
converted into one share of New Utilities Common Stock. If the
Utilities Reincorporation Merger is to be consummated, it is
currently anticipated that shares of Utilities Preferred Stock
then outstanding will be redeemed by Utilities prior to the
consummation of such merger. As a result of the Transaction,
the common shareholders of WPLH, IES and IPC immediately prior
to the Transaction (except for holders of IES Dissenting Shares)
will all be common shareholders of Interstate Energy. Based on
the capitalization of WPLH, IES and IPC on August 15, 1996 and
the exchange ratios for the IES Common Stock and the IPC Common
Stock, holders of WPLH Common Stock, IES Common Stock and IPC
Common Stock would have held approximately 40.8%, 45.1% and
14.1%, respectively, of the aggregate number of shares of
Interstate Energy Common Stock that would have been outstanding
if the Transaction had been consummated as of such date.
4. By amending and restating the second paragraph of Section
A.1.b.i "Fairness of Consideration" of Item 3 "APPLICABLE STATUTORY
PROVISIONS" to read as follows:
First, the Transaction is a pure stock-for-stock exchange
and qualifies for treatment as a pooling of interests for
accounting purposes. As set forth more fully above, each share
of IES Common Stock will be converted into the right to receive
1.14 shares of Interstate Energy Common Stock, each share of IPC
Common Stock will be converted into the right to receive 1.11
shares of Interstate Energy Common Stock and each share of WPLH
Common Stock will continue as one share of Interstate Energy
Common Stock. Each share of IPC Preferred Stock and Utilities
Preferred Stock will remain unchanged unless the Reincorporation
Mergers are effected, in which case it is anticipated that all
of the Utilities Preferred Stock will be redeemed by Utilities
prior to consummation of the Utilities Reincorporation Merger
and each share of IPC Preferred Stock (other than IPC Dissenting
Shares) will be converted into one share of New IPC Preferred
Stock with terms and designations substantially identical to
those of the IPC Preferred Stock. The Transaction will,
therefore, involve no "acquisition adjustment" or other write-up
of the assets of WPLH, IES or IPC.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, each of the undersigned companies has duly caused
this Amendment to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: September 25, 1996
WPL HOLDINGS, INC.
By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
President and Chief Executive Officer
IES INDUSTRIES INC.
By: /s/ Lee Liu
Lee Liu
Chairman of the Board, President & Chief
Executive Officer
INTERSTATE POWER COMPANY
By: /s/ Wayne H. Stoppelmoor
Wayne H. Stoppelmoor
Chairman of the Board, President and
Chief Executive Officer
