Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
WPL Holdings, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1380265
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
222 West Washington Avenue
Madison, Wisconsin 53703
(Address of principal executive offices) (Zip Code)
WPL Holdings, Inc. Long-Term Equity Incentive Plan
(Full title of the plan)
Erroll B. Davis, Jr. Copy to:
President and Chief Executive Officer
WPL Holdings, Inc. Benjamin F. Garmer, III
222 West Washington Avenue Foley & Lardner
Madison, Wisconsin 53703 777 East Wisconsin Avenue
(608) 252-3311 Milwaukee, Wisconsin 53202
(Name, address and telephone number, (414) 271-2400
including area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
Common Stock,
$.01 par
value, with
attached 1,000,000 $30.71875 (2) $30,718,750 (2) $9,063
Common Stock shares and
Purchase Rights rights
(1) Each share of WPL Holdings, Inc. Common Stock issued will have
attached thereto one Common Stock Purchase Right.
(2) Estimated pursuant to Rule 457(c) and (h) under the Securities
Act of 1933 solely for the purpose of calculating the
registration fee based on the average of the high and low prices
for WPL Holdings, Inc. Common Stock on the New York Stock
Exchange Composite Tape on December 2, 1997. The value
attributable to the Common Stock Purchase Rights is reflected in
the price of the Common Stock.
_________________________________
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by WPL Holdings, Inc. (the
"Company") with the Commission are hereby incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed on March 19, 1997.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1997, filed on May 15,
August 13 and November 14, 1997, respectively.
3. The description of the Company's Common Stock contained in
Item 4 of the Company's Registration Statement on Form 8-B, dated April 1,
1988, including any amendment or report filed for the purpose of updating
such description.
4. The description of the Company's Common Stock Purchase
Rights contained in Item 1 of the Company's Registration Statement on Form
8-A, dated February 27, 1989, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of filing of this Registration Statement and
prior to such time as the Company files a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a
willful failure to deal fairly with the Company or its shareowners in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should be noted
that the Wisconsin Business Corporation Law specifically states that it is
the public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Company are not subject to personal liability to the Company, its
shareowners or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their
status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled. The general effect
of the foregoing provisions may be to reduce the circumstances which an
officer or director may be required to bear the economic burden of the
foregoing liabilities and expenses.
The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) WPL Holdings, Inc. Long-Term Equity
Incentive Plan (incorporated by reference to
Exhibit 4.1 in WPL Holdings, Inc.'s
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994)
(4.2) Form of agreement for use under the WPL
Holdings, Inc. Long-Term Equity Incentive
Plan
(4.3) Rights Agreement, dated as of February 22,
1989, between WPL Holdings, Inc. and Morgan
Shareholder Services Trust Company
(incorporated by reference to Exhibit 4 to
WPL Holdings, Inc.'s Current Report on Form
8-K, dated as of February 27, 1989)
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained in
Exhibit (5) hereto)
(24) Powers of Attorney
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Madison, State of Wisconsin, on
December 3, 1997.
WPL HOLDINGS, INC.
By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/ Erroll B. Davis, Jr. President, Chief December 3, 1997
Erroll B. Davis, Jr. Executive Officer
and Director
(Principal Executive
Officer)
/s/ Edward M. Gleason Vice President, December 3, 1997
Edward M. Gleason Treasurer and
Corporate Secretary
(Principal Financial
and Accounting
Officer)
L. David Carley* Director December 3, 1997
Rockne G. Flowers* Director December 3, 1997
Donald R. Haldeman* Director December 3, 1997
Katharine C. Lyall* Director December 3, 1997
Arnold M. Nemirow* Director December 3, 1997
Milton E. Neshek* Director December 3, 1997
Henry C. Prange* Director December 3, 1997
Judith D. Pyle* Director December 3, 1997
Carol T. Toussaint* Director December 3, 1997
*By:/s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
WPL Holdings, Inc. Long-Term Equity Incentive Plan
Exhibit No. Exhibit
(4.1) WPL Holdings, Inc. Long-Term Equity Incentive Plan
(incorporated by reference to Exhibit 4.1 in WPL
Holdings, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994)
(4.2) Form of agreement for use under the WPL Holdings, Inc.
Long-Term Equity Incentive Plan
(4.3) Rights Agreement, dated as of February 22, 1989,
between WPL Holdings, Inc. and Morgan Shareholder
Services Trust Company (incorporated by reference to
Exhibit 4 to WPL Holdings, Inc.'s Current Report on
Form 8-K, dated as of February 27, 1989)
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit (5)
hereto)
(24) Powers of Attorney
Exhibit (4.2)
[WPL Holdings/WP&L]
[Date]
TO: [Name]
Congratulations on your selection as Participant in the WPL Holdings, Inc.
Long-Term Equity Incentive Plan (the "Plan"). This Agreement provides a
brief summary of your rights under the Plan.
The attached Plan document provides the complete details of all of your
rights under the Plan and this Agreement, as well as all of the conditions
and limitations affecting such rights. If there is any inconsistency
between the terms of this Agreement and the terms of the Plan, the Plan's
terms shall completely supersede and replace the conflicting terms of this
Agreement. All capitalized terms appearing in this Agreement shall have
the meanings defined in the Plan.
The Option granted to you under this Agreement is a non-qualified Option,
as defined in the Plan. The Performance Unit is intended to accumulate
all of the dividends paid on one share of WPLH common stock over a three-
year period. The value appreciation award is to reflect the increased
value generated at the Heartland Development Corporation.
OVERVIEW OF YOUR AWARD
1. a. Number of shares under this Option: ________
b. HDC value appreciation
Standard equity percentage: percent
Premium equity percentage: percent
2. Date of grant: ___________
3. Grant price of stock Option: $__________
4. a. Vesting of Options: Subject to the terms of the Plan, the
shares covered by this Option shall vest three (3) years
following the grant date.
b. Performance Unit payout: Subject to the terms of the Plan,
Performance Units will be paid in a combination of 60 percent
WPLH shares and 40 percent cash as soon as practicable at the
end of each three-year performance cycle, but not later than
seventy-five days following the end of the performance cycle.
c. Value Appreciation Awards: Vested awards will be paid out at
the end of the three years from the award date.
5. Expiration date of Stock Option: ___________
6. Termination of Employment - Stock Options:
a. Termination by Death: In the event of employment termination by
reason of death, all outstanding Options shall immediately vest
one hundred percent (100%) and shall remain exercisable at any
time prior to their expiration date or for one (1) year after
the date of death, whichever period is shorter, by such person
or persons as shall have been named as the Participant's
beneficiary, or by such persons that have acquired the
Participant's rights under the Option by will or by the laws of
descent and distribution.
b. Termination by Disability: In the event of employment
termination by reason of disability, all outstanding Options
granted shall immediately vest one hundred percent (100%) as of
the date the Committee determined the definition of disability
to have been satisfied, and shall remain exercisable at any time
prior to their expiration date, or for one (1) year after the
date that the Committee determines the definition of disability
to have been satisfied, whichever period is shorter.
c. Termination by Retirement: In the event of employment
termination by reason of Retirement, all outstanding Options
granted shall immediately vest one hundred percent (100%), and
shall remain exercisable at any time prior to their expiration
date, or for three (3) years after the effective date of
retirement, whichever period is shorter.
d. Employment Termination Followed by Death: In the event of
employment termination by reason of disability or retirement,
and within the exercise period following such termination the
Participant dies, then the remaining exercise period under
outstanding Options shall equal the longer of: (i) one (1) year
following death, or (ii) the remaining portion of the exercise
period which was triggered by the employment termination. Such
Options shall be exercisable by such person or persons who shall
have been named as the Participant's beneficiary, or by such
persons who have acquired the Participant's rights under the
Option by will or by the laws of descent and distribution.
e. Termination of Employment for Other Reasons: If the employment
of a Participant shall terminate for any reason other than the
reasons set forth in Section 6 herein (and other than for
cause), all Options held by the Participant which are not vested
as of the effective date of employment termination immediately
shall be forfeited to the Company.
Options which are vested as of the effective date of employment
termination may be exercised by the Participant within the
period beginning on the effective date of employment
termination, and ending three (3) months after such date. If
the employment of a Participant shall be terminated by the
Company for cause, all outstanding Options held by the
Participant immediately shall be forfeited to the Company and no
additional exercise period shall be allowed, regardless of the
vested status of the Options.
7. Termination of Employment - Performance Units:
a. Termination of Employment due to Death, Disability, Retirement,
or Involuntary Termination without Cause: In the event the
employment of a Participant is terminated by reason of death,
disability, retirement or involuntary termination without cause
during a performance period, the Participant shall receive a
prorated payout of the Performance Units. The prorated payout
shall be determined by the Committee, in its sole discretion,
and shall be based upon the length of time that the Participant
held the Performance Units during the performance period, and
shall further be adjusted based on the achievement of the
preestablished performance goals.
Payment of earned Performance Units shall be made at the same
time payments are made to Participants who did not terminate
employment during the applicable performance period.
b. Termination of Employment for Other Reasons: In the event that
a Participant's employment terminates for any reason other than
those reasons set forth in Section 7(a) herein, all Performance
Units shall be forfeited by the Participant to the Company.
8. Termination of Employment - Value Appreciation Awards.
a. Termination of employment due to death, disability, retirement,
or involuntary termination without cause: All vested value
appreciation awards will be paid in cash, and all unvested
awards will be forfeited.
b. Termination of Employment for Other Reasons: In the event that
a Participant's employment terminates for any reason other than
those reasons set for in Section 8(a) herein, all Performance
Units shall be forfeited by the Participant to the Company.
9. Change in Control: Upon the occurrence of a change in control:
a. All Options shall become immediately exercisable;
b. The target payout opportunity attainable under all outstanding
Performance Units shall be deemed to have been fully earned for
the entire performance period(s) as of the effective date of the
change in control, and within thirty (30) days following the
effective date of the change in control, a pro rata portion of
the target payout opportunity will be paid in cash, based on the
number of complete and partial calendar months within the
performance period which had elapsed as of such effective date;
provided, however, that there shall not be an accelerated payout
with respect to Performance Units which were granted less than
six (6) months prior to the effective date of the change in
control;
10. Withholding:
a. Tax Withholding: The Company shall have the right to deduct or
withhold, or require a Participant to remit to the Company, and
amount sufficient to satisfy Federal, state and local taxes
(including the Participant's FICA obligation) required by any
awards to Participants under law to be withheld with respect to
any taxable event arising or as a result of this Plan.
b. Share Withholding: With respect to withholding required upon
the exercise of Options, or upon any other taxable event arising
as a result of awards granted hereunder, Participants may elect
to satisfy the withholding requirement, in whole or in part, by
having the Company withhold shares having a fair market value on
the date the tax is to be determined equal to the minimum
statutory total tax which could be imposed on the transaction.
(i) Awards Having Exercise Timing Within Participants'
Discretion. The participant must either:
A. Deliver written notice of the stock withholding
election to the Committee at least six (6) months
prior to the date specified by the participant on
which the exercise of the award is to occur; or
B. Make the stock withholding election in connection with
an exercise of an award which occurs during a window
period.
(ii) Awards Having a Fixed Exercise/Payout Schedule Which is
Outside Participant's Control. The participant must
either:
A. Deliver written notice of the stock withholding
election to the Committee at least six (6) months
prior to the date on which the taxable event (e.g.,
exercise or payout) relating to the award is scheduled
to occur; or
B. Make the stock withholding election during a window
period which occurs prior to the scheduled taxable
event relating to the award (for this purpose, an
election may be made prior to such a window period,
provided that it becomes effective during a window
period occurring prior to the applicable taxable
event).
Please acknowledge your Agreement to Participant in the Plan and this
Agreement, and to abide by all of the governing terms and provisions, by
signing the following representation:
Agreement to Participate
By signing a copy of this Agreement and returning it
to Mark Emmrich, Human Resources Department, G.O. 7, I
acknowledge that I have read the Plan, and that I
fully understand all of my rights under the Plan, as
well as all of the terms and conditions which may
limit my eligibility to exercise these awards.
Without limiting the generality of the preceding
sentence, I understand that my right to exercise these
awards is conditioned upon my continued employment
with the Company.
___________________________________
Participant
Please refer any questions you may have regarding your award to me. Once
again, congratulations on receipt of your award.
Sincerely,
Erroll B. Davis, Jr.
President and Chief Executive Officer
F O L E Y & L A R D N E R Exhibit (5)
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
December 3, 1997
WPL Holdings, Inc.
222 West Washington Avenue
Madison, Wisconsin 53703
Ladies and Gentlemen:
We have acted as counsel for WPL Holdings, Inc., a Wisconsin
corporation (the "Company"), in conjunction with the preparation of a Form
S-8 Registration Statement (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended ("Securities Act"), relating to
1,000,000 shares of the Company's common stock, $.01 par value (the
"Common Stock"), and the associated rights to purchase shares of Common
Stock accompanying each share of Common Stock ("Rights"), which may be
issued or acquired pursuant to the WPL Holdings, Inc. Long-Term Equity
Incentive Plan (the "Plan"). The terms of the Rights are as set forth in
that certain Rights Agreement, dated as of February 22, 1989, by and
between the Company and Morgan Shareholder Services Trust Company (the
"Rights Agreement").
As such counsel, we have examined: (i) the Plan; (ii) the
Registration Statement; (iii) the Company's Restated Articles of
Incorporation and By-Laws, as amended to date; (iv) the Rights Agreement;
(v) resolutions of the Company's Board of Directors relating to the Plan
and the issuance of securities thereunder; and (vi) such other
proceedings, documents and records as we have deemed necessary to enable
us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. The shares of Common Stock, when issued by the Company
pursuant to the terms and conditions of the Plan, and as contemplated in
the Registration Statement, will be validly issued, fully paid and
nonassessable, except with respect to wage claims of, or other debts owing
to, employees of the Company for services performed, but not exceeding six
months' service in any one case, as provided in Section 180.0622(2)(b) of
the Wisconsin Business Corporation Law and judicial interpretations
thereof.
3. The Rights when issued pursuant to the terms of the Rights
Agreement will be validly issued.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not admit that we
are "experts" within the meaning of Section 11 of the Securities Act, or
within the category of persons whose consent is required by Section 7 of
said Act.
Very truly yours,
FOLEY & LARDNER
Exhibit (23.1)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January
30, 1997 included in the WPL Holdings, Inc. Form 10-K for the year ended
December 31, 1996 and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
December 2, 1997
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
L. DAVID CARLEY
hereby constitute and appoint each of Erroll B. Davis, Jr. and Edward M.
Gleason, and each of them individually, my true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for
me and in my name, place and stead, to sign my name as a director of WPL
Holdings, Inc. (the "Company") to the Registration Statement on Form S-8,
and any and all amendments (including post-effective amendments) or
supplements thereto, relating to the WPL Holdings, Inc. Long-Term Equity
Incentive Plan, and to file said Registration Statement, with all exhibits
thereto, and other documents in connection therewith, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of
shares of the Company's common stock (and the accompanying rights to
purchase common stock) under the Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 3rd day of December, 1997.
/s/ L. David Carley
L. David Carley
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
ROCKNE G. FLOWERS
hereby constitute and appoint each of Erroll B. Davis, Jr. and Edward M.
Gleason, and each of them individually, my true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for
me and in my name, place and stead, to sign my name as a director of WPL
Holdings, Inc. (the "Company") to the Registration Statement on Form S-8,
and any and all amendments (including post-effective amendments) or
supplements thereto, relating to the WPL Holdings, Inc. Long-Term Equity
Incentive Plan, and to file said Registration Statement, with all exhibits
thereto, and other documents in connection therewith, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of
shares of the Company's common stock (and the accompanying rights to
purchase common stock) under the Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 3rd day of December, 1997.
/s/ Rockne G. Flowers
Rockne G. Flowers
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
DONALD R. HALDEMAN
hereby constitute and appoint each of Erroll B. Davis, Jr. and Edward M.
Gleason, and each of them individually, my true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for
me and in my name, place and stead, to sign my name as a director of WPL
Holdings, Inc. (the "Company") to the Registration Statement on Form S-8,
and any and all amendments (including post-effective amendments) or
supplements thereto, relating to the WPL Holdings, Inc. Long-Term Equity
Incentive Plan, and to file said Registration Statement, with all exhibits
thereto, and other documents in connection therewith, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of
shares of the Company's common stock (and the accompanying rights to
purchase common stock) under the Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 3rd day of December, 1997.
/s/ Donald R. Haldeman
Donald R. Haldeman
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
KATHARINE C. LYALL
hereby constitute and appoint each of Erroll B. Davis, Jr. and Edward M.
Gleason, and each of them individually, my true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for
me and in my name, place and stead, to sign my name as a director of WPL
Holdings, Inc. (the "Company") to the Registration Statement on Form S-8,
and any and all amendments (including post-effective amendments) or
supplements thereto, relating to the WPL Holdings, Inc. Long-Term Equity
Incentive Plan, and to file said Registration Statement, with all exhibits
thereto, and other documents in connection therewith, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of
shares of the Company's common stock (and the accompanying rights to
purchase common stock) under the Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 3rd day of December, 1997.
/s/ Katharine C. Lyall
Katharine C. Lyall
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
ARNOLD M. NEMIROW
hereby constitute and appoint each of Erroll B. Davis, Jr. and Edward M.
Gleason, and each of them individually, my true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for
me and in my name, place and stead, to sign my name as a director of WPL
Holdings, Inc. (the "Company") to the Registration Statement on Form S-8,
and any and all amendments (including post-effective amendments) or
supplements thereto, relating to the WPL Holdings, Inc. Long-Term Equity
Incentive Plan, and to file said Registration Statement, with all exhibits
thereto, and other documents in connection therewith, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of
shares of the Company's common stock (and the accompanying rights to
purchase common stock) under the Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, have
lawfully done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 3rd day of December, 1997.
/s/ Arnold M. Nemirow
Arnold M. Nemirow
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
MILTON E. NESHEK
hereby constitute and appoint each of Erroll B. Davis, Jr. and Edward M.
Gleason, and each of them individually, my true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for
me and in my name, place and stead, to sign my name as a director of WPL
Holdings, Inc. (the "Company") to the Registration Statement on Form S-8,
and any and all amendments (including post-effective amendments) or
supplements thereto, relating to the WPL Holdings, Inc. Long-Term Equity
Incentive Plan, and to file said Registration Statement, with all exhibits
thereto, and other documents in connection therewith, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of
shares of the Company's common stock (and the accompanying rights to
purchase common stock) under the Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 3rd day of December, 1997.
/s/ Milton E. Neshek
Milton E. Neshek
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
HENRY C. PRANGE
hereby constitute and appoint each of Erroll B. Davis, Jr. and Edward M.
Gleason, and each of them individually, my true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for
me and in my name, place and stead, to sign my name as a director of WPL
Holdings, Inc. (the "Company") to the Registration Statement on Form S-8,
and any and all amendments (including post-effective amendments) or
supplements thereto, relating to the WPL Holdings, Inc. Long-Term Equity
Incentive Plan, and to file said Registration Statement, with all exhibits
thereto, and other documents in connection therewith, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of
shares of the Company's common stock (and the accompanying rights to
purchase common stock) under the Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 3rd day of December, 1997.
/s/ Henry C. Prange
Henry C. Prange
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
JUDITH D. PYLE
hereby constitute and appoint each of Erroll B. Davis, Jr. and Edward M.
Gleason, and each of them individually, my true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for
me and in my name, place and stead, to sign my name as a director of WPL
Holdings, Inc. (the "Company") to the Registration Statement on Form S-8,
and any and all amendments (including post-effective amendments) or
supplements thereto, relating to the WPL Holdings, Inc. Long-Term Equity
Incentive Plan, and to file said Registration Statement, with all exhibits
thereto, and other documents in connection therewith, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of
shares of the Company's common stock (and the accompanying rights to
purchase common stock) under the Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 3rd day of December, 1997.
/s/ Judith D. Pyle
Judith D. Pyle
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
CAROL T. TOUSSAINT
hereby constitute and appoint each of Erroll B. Davis, Jr. and Edward M.
Gleason, and each of them individually, my true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for
me and in my name, place and stead, to sign my name as a director of WPL
Holdings, Inc. (the "Company") to the Registration Statement on Form S-8,
and any and all amendments (including post-effective amendments) or
supplements thereto, relating to the WPL Holdings, Inc. Long-Term Equity
Incentive Plan, and to file said Registration Statement, with all exhibits
thereto, and other documents in connection therewith, and any amendment
(including any post-effective amendment) or supplement thereto, with the
Securities and Exchange Commission in connection with the registration of
shares of the Company's common stock (and the accompanying rights to
purchase common stock) under the Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, have
done or shall lawfully do by virtue of this Power of Attorney.
WITNESS my hand this 3rd day of December, 1997.
/s/ Carol T. Toussaint
Carol T. Toussaint
