SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only
[ ] Definitive Proxy Statement (as permitted by Rule
14a-6(e)(2))
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
WPL HOLDINGS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[X] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid: $500,063
2) Form, Schedule or Registration Statement No.: Preliminary proxy
materials of WPL Holdings, Inc., IES Industries Inc. and
Interstate Power Company, Joint Registration Statement on
Form S-4 of WPL Holdings, Inc. and Interstate Power Company
(Registration No. 333-07931) and Joint Registration Statement on
Form S-4 of WPL Holdings, Inc. and Interstate Power Company
(Registration No. 333-10401).
3) Filing Party: WPL Holdings, Inc., IES Industries Inc. and
Interstate Power Company.
4) Date Filed: January 18, 1996, July 11, 1996 and August 19,
1996.
<PAGE>
[The following press release was distributed to state, regional and
national financial and business media by WPL Holdings, Inc. on August 20,
1996]
[Logo] Wisconsin Power & Light News
222 W. Washington Ave.
P.O. Box 192
Madison, WI 53701-0192
________________________________________________________________________
For more information
contact Pat McMahan at 608/252-3186
or Todd Van Fossen at 608/252-3924
BAIRD RECOMMENDS APPROVAL OF THREE-WAY UTILITY MERGER
MADISON, Wis., August 20, 1996 -- Citing its "superior long-term
returns," Robert W. Baird & Co., Inc. today recommended shareowner
approval of a proposed three-way business combination involving IES
Industries, Inc., Interstate Power Co. and WPL Holdings, Inc.
The three companies announced plans in November 1995 to combine as
Interstate Energy Corp. On August 4, MidAmerican Energy Corp. (MEC), of
Des Moines, made an unsolicited offer to acquire IES. Last week, the
MidAmerican offer was unanimously rejected by the IES board of directors,
and a new stock exchange ratio for IES shareowners was announced by the
three merger partners.
Baird, a regional investment banking firm, has released an analysis
that supports the three-way combination.
"We recommend that IES shareholders pass up the potential near-term
benefits offered by MEC's team and join IEC, a team we believe offers
superior long-term returns to shareholders and has the higher probability
of receiving regulatory approvals in the next eight months," Baird
concludes.
The new IEC will be a strong and viable supplier in the competitive,
regional energy marketplace of the future, according to officials from the
three merger partners.
Once shareowner and regulatory approvals are received, IEC will form
the 34th largest utility holding company in the United States, with more
than one million electric and natural gas customers in four states.
IES, IPC and WPLH will hold separate shareowner meetings on Sept. 5,
at which shareowners will vote on the three-way combination to form
Interstate Energy Corp. MidAmerican already has launched a proxy fight in
an effort to convince IES shareowners to vote against the Interstate
Energy Corp. proposal.
-0-
NR81-96
Editor's Note: the 5-page Baird report is available from WP&L
(608/252-3182).
<PAGE>
[The following is the voice-mail message broadcast to all WPL Holdings,
Inc. employees on August 20, 1996]
VOICE MAIL TO WPLH EMPLOYEES - AUGUST 20, 1996
On behalf of Erroll Davis, this is Nino Amato with a voice-mail message to
all WPL Holdings employees.
As you know, last Friday, the three Interstate Energy Corporation merger
partners announced the agreement of a new stock-exchange ratio for IES
shareowners.
Many of you, in fact, may have seen newspaper accounts of this
announcement that included comments on our announcement from the regional
investment banking firm of Robert W. Baird & Co.
We are very pleased to report that today, Robert W. Baird is encouraging
IES shareowners to pass on MidAmerican's proposal and stick with
Interstate Energy Corporation as the best long-term investment.
To quote directly from the August 19 Baird report:
"We recommend that IES shareholders pass up the potential near-term
benefits offered by MEC's team and join IEC, a team we believe offers
superior long-term returns to shareholders and has the higher probability
of receiving regulatory approvals in the next eight months."
All three merger partners are very pleased with the Baird recommendation
and the signal it sends the regional investor community.
By tomorrow, you will receive a News Bulletin with additional information
pertaining to this message.
I also want to assure you that we continue to work aggressively with our
Iowa partners to move our merger agreement forward in the best strategic
interests of our customers, shareowners and employees.
As always, we will keep everyone informed of any new events that should
unfold.
In the meantime, please continue to work safely and do not hesitate to
contact the Interstate Energy Corporation Merger Hotline at 1-800-818-2041
with any questions you may have.
Thank you.
