SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________________
Date of Report
(Date of earliest
event reported): August 15, 1996
WPL Holdings, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 1-9894 39-1380265
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
222 West Washington Avenue, Madison, Wisconsin 53703
(Address of principal executive offices, including zip code)
(608) 252-3311
(Registrant's telephone number)
<PAGE>
Item 5. Other Events.
On November 10, 1995, WPL Holdings, Inc., a holding company
incorporated under the laws of the State of Wisconsin ("WPL"), IES
Industries Inc., a holding company incorporated under the laws of the
State of Iowa ("IES"), and Interstate Power Company, an operating public
utility incorporated under the laws of the State of Delaware ("IPC"),
among others, entered into an Agreement and Plan of Merger, providing for
the strategic three-way business combination of WPL, IES and IPC
(hereinafter referred to as the "Merger"). In the Merger, WPL, as the
surviving holding company, will change its name to Interstate Energy
Corporation ("Interstate Energy"). On May 22, 1996, the Agreement and
Plan of Merger was amended to increase the exchange ratio pursuant to
which the outstanding shares of common stock, no par value, of IES (the
"IES Common Stock") would be converted into shares of common stock, par
value $.01 per share, of Interstate Energy (the "Interstate Energy Common
Stock") in the event a certain contingency was satisfied (which
contingency has since been satisfied which resulted in the IES exchange
ratio being increased from 0.98 to 1.01).
On August 15, 1996, the Boards of Directors of WPL, IES and IPC
authorized the execution and delivery of a second amendment to the
Agreement and Plan of Merger increasing the IES exchange ratio from 1.01
to 1.14. The IES exchange ratio was adjusted in conjunction with the
rejection by the IES Board of an unsolicited proposal made for IES by Des
Moines, Iowa-based MidAmerican Energy Company. The parties subsequently
entered into the second amendment, dated as of August 16, 1996, to the
Agreement and Plan of Merger. As a result of the second amendment, the
Agreement and Plan of Merger now provides that each outstanding share of
IES Common Stock will be cancelled and converted into the right to receive
1.14 shares of Interstate Energy Common Stock rather than the 1.01 shares
of Interstate Energy Common Stock each outstanding share of IES Common
Stock was entitled to receive under the terms of the Agreement and Plan of
Merger as amended on May 22, 1996. The Merger Agreement continues to
provide that each outstanding share of common stock, par value $3.50 per
share, of IPC will be cancelled and converted into the right to receive
1.11 shares of Interstate Energy Common Stock and that the outstanding
shares of common stock, par value $.01 per share, of WPL will remain
unchanged and outstanding as shares of Interstate Energy Common Stock. In
this Current Report on Form 8-K, unless the context otherwise requires,
all references to Interstate Energy Common Stock include, if applicable,
the associated rights to purchase shares of such common stock pursuant to
the terms of the Rights Agreement between WPL and Morgan Shareholder
Services Trust Company, as Rights Agent thereunder, dated as of
February 22, 1989.
The Merger Agreement and the amendments thereto are filed as
exhibits to this Current Report on Form 8-K and are incorporated herein by
reference. The brief summary of certain revised provisions of the Merger
Agreement, as amended, set forth above is qualified in its entirety by
reference to that agreement and the amendments thereto.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
The exhibits listed in the accompanying Exhibit Index are
filed as part of this Current Report on Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
WPL HOLDINGS, INC.
Date: August 23, 1996 By: /s/ Edward M. Gleason
Edward M. Gleason
Vice President, Treasurer and
Corporate Secretary
<PAGE>
WPL HOLDINGS, INC.
EXHIBIT INDEX TO FORM 8-K
Exhibit
(2.1) Amendment No. 2 to Agreement and Plan of Merger,
dated as of August 16, 1996, by and among WPL
Holdings, Inc., IES Industries Inc., Interstate
Power Company, WPLH Acquisition Co. and Interstate
Power Company.
(2.2) Amendment No. 1 to Agreement and Plan of Merger and
Stock Option Agreements, dated as of May 22, 1996,
by and among WPL Holdings, Inc., IES Industries
Inc., Interstate Power Company, AMW Acquisition,
Inc., WPLH Acquisition Co. and Interstate Power
Company. [Incorporated by reference to Exhibit
(2.1) to WPL Holdings, Inc. Current Report on Form
8-K, dated May 22, 1996]
(2.3) 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 WPL Holdings, Inc.'s Current
Report on Form 8-K, dated November 10, 1995]
AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT No. 2 (this "Amendment No. 2"), dated as of August 16,
1996, by and among WPL Holdings, Inc., a holding company incorporated
under the laws of the State of Wisconsin ("WPL"), IES Industries Inc., a
holding company incorporated under the laws of the State of Iowa ("IES"),
Interstate Power Company, an operating public utility incorporated under
the laws of the State of Delaware ("Interstate"), WPLH Acquisition Co., a
wholly-owned subsidiary of WPL incorporated under the laws of the State of
Wisconsin ("Acquisition"), and Interstate Power Company, a wholly-owned
subsidiary of Interstate incorporated under the laws of the State of
Wisconsin ("New Interstate").
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into an Agreement and Plan
of Merger dated as of November 10, 1995, as amended (the "Merger
Agreement");
WHEREAS, in furtherance of the transactions contemplated therein, the
respective parties have agreed to make certain further amendments to the
Merger Agreement;
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein,
the parties hereto, intending to be legally bound hereby, agree as
follows:
1. Amendments. Upon the execution of this Amendment No. 2 by all
parties hereto, the Merger Agreement shall be amended as follows:
(a) Section 2.1(b)(i) of the Merger Agreement shall be amended
by deleting such section in its entirety and replacing it with the
following language:
"Each issued and outstanding share of IES Common Stock
(other than shares canceled pursuant to Section 2.1(a)(i)
and IES Dissenting Shares (as hereinafter defined)) shall
be converted into the right to receive 1.14 (the "IES
Ratio") duly authorized, validly issued, fully paid and
nonassessable (except as otherwise provided in Section
180.0622(2)(b) of the WBCL) shares of Common Stock, par
value $.01 per share, of WPL ("WPL Common Stock"),
including, if applicable, associated rights (the "WPL
Rights") to purchase shares of WPL Common Stock pursuant to
the terms of that certain Rights Agreement between WPL and
Morgan Shareholder Services Trust Company, as Rights Agent
thereunder, dated as of February 22, 1989 (the "WPL Rights
Agreement"). Until the Distribution Date (as defined in
the WPL Rights Agreement) all references in this Agreement
to the WPL Common Stock shall be deemed to include the
associated WPL Rights.
(b) The Index of Defined Terms which precedes the body of the
Merger Agreement shall be amended to delete the defined terms "McLeod
Contingency" and "McLeod."
2. References to Merger Agreement. From and after the date of this
Amendment No. 2, each reference in the Merger Agreement to "this
Agreement," "hereof," "hereunder" or words of like import, and all
references to the Merger Agreement in any and all agreements, instruments,
documents, notes, certificates and other writings of every kind and
nature, shall be deemed to mean the Merger Agreement as modified and
amended by this Amendment No. 2.
3. Full Force and Effect. The Merger Agreement, as amended by this
Amendment No. 2, is and shall remain in full force and effect and is
hereby in all respects ratified and confirmed.
4. Counterparts. This Amendment No. 2 may be executed in
counterparts, each of which shall be deemed to be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument.
IN WITNESS WHEREOF, WPL, IES, Interstate, Acquisition and New
Interstate have caused this Amendment No. 2 to be signed by their
respective officers thereunto duly authorized as of the date first written
above.
WPL HOLDINGS, INC.
Attest:
By:/s/ Edward M. Gleason By:/s/ Erroll B. Davis, Jr.
Edward M. Gleason Name: Erroll B. Davis, Jr.
Corporate Secretary Title: President and Chief Executive
Officer
IES INDUSTRIES INC.
Attest:
By:/s/ Stephen W. Southwick By:/s/ Lee Liu
Stephen W. Southwick Name: Lee Liu
Secretary and General Counsel Title: Chairman of the Board,
President and Chief Executive
Officer
INTERSTATE POWER COMPANY
(a Delaware Corporation)
Attest:
By:/s/ Jospeh C. McGowan By:/s/ Michael R. Chase
Joseph C. McGowan Name: Michael R. Chase
Secretary and Treasurer Title: Executive Vice President
WPLH ACQUISITION CO.
Attest:
By:/s/ Edward M. Gleason By:/s/ Erroll B. Davis, Jr.
Edward M. Gleason Name: Erroll B. Davis, Jr.
Secretary Title: President
INTERSTATE POWER COMPANY
(a Wisconsin corporation)
Attest:
By:/s/ Joseph C. McGowan By:/s/ Michael R. Chase
Joseph C. McGowan Name: Michael R. Chase
Secretary Title: President
