PROSPECTUS Rule 424(b)(3)
File No. 333-26627
WPL HOLDINGS, INC.
to be renamed
INTERSTATE ENERGY CORPORATION
SHAREOWNER DIRECT PLAN
Shares of Common Stock, $.01 Par Value,
With Attached Common Stock Purchase Rights
WPL Holdings, Inc. (the "Company", which will be renamed Interstate
Energy Corporation upon consummation of the proposed three-way merger
between the Company, IES Industries Inc. and Interstate Power Company)
hereby offers participation in its Shareowner Direct Plan (the "Plan").
The Plan provides shareowners of record, other investors who choose to
become shareowners of record and employees of the Company and its
subsidiaries with a variety of options, including (i) automatic
reinvestment of all or a portion of the cash dividends paid on shares of
the Company's Common Stock, $.01 par value (the "Common Stock"), in
additional shares of Common Stock, (ii) the ability for persons who are
not shareowners to purchase their initial shares of Common Stock, (iii) a
means of purchasing additional shares of Common Stock by making optional
cash investments of up to $120,000 per calendar year, inclusive of any
initial investment, (iv) a free custodial service for depositing Common
Stock certificates with the administrator of the Plan for safekeeping, (v)
the ability to transfer shares or make gifts of Common Stock at no charge,
and (vi) the ability to sell shares of Common Stock through the Plan.
This Plan replaces the Company's Dividend Reinvestment and Stock
Purchase Plan and current participants in that plan will automatically
continue in the new Plan.
The Common Stock is traded on the New York Stock Exchange. In this
Prospectus, unless the context otherwise requires, all references to the
Common Stock include the accompanying rights to purchase shares of Common
Stock (the "Rights") pursuant to the terms of a Rights Agreement, dated as
of February 22, 1989, between the Company and Morgan Shareholder Services
Trust Company, as Rights Agent (the "Rights Agreement"). For a
description of the Rights, see "Rights to Purchase Common Stock."
The Plan provides that shares of Common Stock may be purchased for
participants from the Company or in the open market or in privately
negotiated transactions. The price of shares of Common Stock purchased
under the Plan will be either (a) the average (computed to four decimal
places) of the high and low sales prices of shares of Common Stock, as
reported on the New York Stock Exchange Composite Tape, on the date of
purchase, if newly issued shares are purchased from the Company or (b) the
weighted average of the prices paid for shares of Common Stock if
purchased on the open market or in privately negotiated transactions. No
brokerage commissions, fees or service charges are charged to participants
in connection with purchases of shares under the Plan (whether from the
Company or on the open market or in privately negotiated transactions) or
for participating in the Plan. The closing price of the Common Stock on
May 5, 1997, as shown on the New York Stock Exchange Composite Tape, was
$27.75 per share.
All terms and conditions governing the Plan are contained in this
Prospectus. The Company suggests that this Prospectus be retained for
further reference.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
___________________
The date of this Prospectus is May 14, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed
by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Regional Offices of
the Commission at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and at 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material may also be obtained from
the Public Reference Section of the Commission, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition,
reports, proxy statements and other information concerning the Company may
be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, 7th Floor, New York, New York 10005.
In addition, the Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of
such Web site is http://www.sec.gov.
The Company has filed with the Commission a Registration Statement
on Form S-3 (together with all amendments, schedules and exhibits thereto
referred to herein as the "Registration Statement") under the Securities
Act of 1933 with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement which
may be inspected and copied in the manner and at the sources described
above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the
Exchange Act are incorporated in this Prospectus by reference. The
Company's File No. is 1-9894.
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
2. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-B and any amendments or reports filed
for the purpose of updating such description.
3. The description of the Rights contained in the Company's
Registration Statement on Form 8-A and any amendments or reports filed
for the purpose of updating such description.
4. The financial statements of IES Industries Inc. (File No. 1-
9187) contained in Item 8 of its Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
5. The financial statements of Interstate Power Company (File No.
1-3632) contained in Item 8 of its Annual Report on Form 10-K, as
amended, for the fiscal year ended December 31, 1996.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering shall be deemed
to be incorporated in this Prospectus by reference and to be a part hereof
from the date of filing such documents.
Any statement contained in a document incorporated by reference
herein or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the information
that has been incorporated in this Prospectus by reference (other than
exhibits to documents incorporated by reference unless such exhibits are
specifically incorporated by reference). Such requests should be
addressed to Edward M. Gleason, Vice President, Treasurer and Corporate
Secretary, WPL Holdings, Inc., 222 West Washington Avenue, P.O. Box 2568,
Madison, Wisconsin 53701-2568 (telephone number (608) 252-3311).
THE COMPANY
The Company, incorporated under the laws of the State of Wisconsin
in 1981, is the holding company for Wisconsin Power and Light Company
("WP&L") and its utility related subsidiary and for Heartland Development
Corporation ("HDC"), the parent corporation for the Company's non-utility
businesses. WP&L is a public utility engaged principally in generating,
purchasing, distributing and selling electric energy in portions of
southern and central Wisconsin. WP&L also purchases, distributes,
transports and sells natural gas in parts of such areas and supplies water
in two communities. A wholly-owned subsidiary of WP&L supplies electric,
gas and water service principally in Winnebago County, Illinois. HDC and
its principal subsidiaries are engaged in business development in three
major areas: environmental engineering and consulting; affordable
housing; and energy services. The principal executive office of the
Company is located at 222 West Washington Avenue, Madison, Wisconsin
53703, and its telephone number is (608) 252-3311.
The Company, IES Industries Inc., a holding company incorporated
under the laws of State of Iowa ("IES"), and Interstate Power Company, an
operating public utility incorporated under the laws of the State of
Delaware ("IPC"), among others, have entered into an Agreement and Plan of
Merger, dated as of November 10, 1995, as amended (the "Merger
Agreement"), providing for: (i) IPC becoming a wholly-owned subsidiary of
the Company and (ii) the merger of IES with and into the Company, which
merger will result in the combination of IES and the Company as a single
holding company. The holding company will be renamed Interstate Energy
Corporation ("Interstate Energy"). Under the terms of the Merger
Agreement, 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 and each outstanding share of IPC common stock will be
cancelled and converted into the right to receive 1.11 shares of
Interstate Energy common stock. The outstanding shares of Common Stock
will remain unchanged and outstanding as shares of Interstate Energy
common stock.
The Company, IES and IPC held separate shareowner meetings on
September 5, 1996. At the annual meetings, the shareowners of all three
companies approved the Merger Agreement. In addition to shareowner
approval, approvals must be secured from regulatory agencies at the
federal and state level. The merger partners expect the merger to be
completed during 1997.
USE OF PROCEEDS
The Company has no basis for estimating either the number of
authorized but unissued shares of Common Stock that will ultimately be
sold by the Company pursuant to the Plan or the prices at which such
shares will be sold. Any net proceeds received by the Company from the
sale of shares under the Plan will be added to the Company's general funds
and used for general corporate purposes. The Company will not receive any
proceeds from the sale of shares under the Plan which are acquired on the
open market or in privately negotiated transactions.
SUMMARY OF PLAN FEATURES
Some of the features of the Plan, which are described in greater detail
under "The Plan" below, are:
- Persons not presently owning shares of Common Stock may become Plan
participants, assuming certain qualifications are met, by
completing an Authorization Form and making an initial cash
investment of not less than the amount specified on the
Authorization Form and not more than $120,000.
- Participants may acquire additional shares of Common Stock by
making optional cash investments in amounts not less than $25 per
investment nor more than $120,000 per calendar year, inclusive of
any initial investment. The investment amount can be automatically
deducted from a participant's bank account or it can be submitted
by mail.
- Participants who are employees of the Company or its subsidiaries
may also acquire additional shares of Common Stock by making
optional cash investments via payroll deductions. The minimum
deduction per pay period is the amount specified on the payroll
withholding form. Optional cash investments made through payroll
deductions may not be more than $120,000 per calendar year,
inclusive of any initial investment and any optional cash
investments made by means other than payroll deduction.
- Participants may acquire additional shares of Common Stock
automatically by reinvesting all or a portion of their cash
dividends paid on shares of Common Stock then owned.
- Participants may deposit their Common Stock certificates, at no
cost, with the Plan administrator for safekeeping.
- Participants may have their cash dividends electronically deposited
into their checking or savings account.
- Participants may sell shares held by the Plan through the
administrator.
- Dividends are calculated on all full and fractional shares of
Common Stock in the Plan.
- Personal record keeping is simplified by the Company's issuance of
statements indicating account activity. These statements should be
retained for tax purposes.
- Participants can transfer shares or make gifts of Common Stock at
no charge.
THE PLAN
The following description constitutes the terms and conditions of
the Plan.
Purpose
The purpose of the Plan is twofold. First, the Plan provides
shareowners of record of the Company, other investors who choose to become
shareowners of record and employees of the Company and its subsidiaries
with a simple, convenient and economical method to purchase shares of
Common Stock and to reinvest all or a portion of their cash dividends in
additional shares of Common Stock. Second, the Plan provides the Company
with the ability to sell its authorized but unissued shares of Common
Stock to participants in the Plan which will raise funds to increase its
equity base for general corporate purposes.
Plan Administration
The Company, through its Shareowner Services Department (the
"Administrator"), administers the Plan, keeps records, sends statements of
account activity to participants, and performs clerical and ministerial
duties related to the Plan. An independent agent, not an affiliate of the
Company, designated by the Administrator will make purchases and sales of
shares of Common Stock for the Plan in the open market or in privately
negotiated transactions. Subject to applicable securities laws and
certain limitations, the independent agent will have full discretion as to
the timing of, and all matters relating to, purchases and sales of shares
of Common Stock for the Plan other than for the purchase of authorized but
unissued shares from the Company.
The Administrator will establish and maintain a separate account
under the Plan for each participant. All shares of Common Stock
(including any fractional shares, computed to four decimal places)
purchased for a participant under the Plan, and any shares a participant
deposits through the Plan's share safekeeping service, will be credited to
his or her account.
All inquiries and instructions concerning the Plan should be
directed to:
WPL Holdings, Inc.
Shareowner Services
P.O. Box 2568
222 West Washington Avenue
Madison, WI 53701-2568
Telephone: (608) 252-3110
(800) 356-5343
Fax: (608) 252-3321
Internet: www.wplh.com
All correspondence should include your shareowner account number,
taxpayer identification number (social security number) and daytime
telephone number where you may be contacted during normal working hours to
facilitate a prompt response.
Enrollment Procedures
Shareowners
If you are currently a shareowner of record, you may enroll in the
Plan at any time by completing and returning an Authorization Form to the
Administrator. Requests for such forms should be directed to the
Administrator, either by telephone, in writing or via the internet.
"Street Name" Holders
If you own shares of Common Stock that are held on your behalf by a
bank, broker, trustee or other agent, you may enroll in the Plan by
registering one or more shares of Common Stock directly in your name and
by returning a completed Authorization Form to the Administrator. See
"Transfer of Shares from Street Name."
Non-Shareowners
With limited exceptions described below, if you are not currently a
shareowner of the Company, you may enroll in the Plan by completing and
returning an Authorization Form to the Administrator together with an
initial investment of at least $250 (but not more than $120,000) or by
authorizing automatic monthly withdrawals ("Automatic Investments") of at
least $25, in either case which will be used to purchase shares of Common
Stock for your Plan account. See "Initial Investments and Optional Cash
Investments" and "Methods of Investment."
Employees
With limited exceptions described below, any employee of the
Company or any of its subsidiaries may enroll in the Plan at any time by
completing and returning an Authorization Form to the Administrator or by
enrolling in the same manner as any other eligible investor described
above.
Exceptions
The Company reserves the right to prohibit participation in the
Plan by non-shareowners who reside in a state where (i) participation in
the Plan by non-shareowners who reside in such state would require the
Company to take special action under the securities or "blue sky" laws of
such state and (ii) the Company has not yet taken such action. The
Company also reserves the right to prohibit participation in the Plan by
any investor, whether or not a holder of record of shares of Common Stock,
who is a citizen or resident of a country other than the United States, if
such participation would violate local laws and regulations applicable to
the Company or the prospective participant. In any such case, the
Administrator will return any Authorization Form and initial investment
tendered by any non-shareowner who resides in such state or country.
General
Authorization Forms will be processed as promptly as practicable.
Participation in the Plan will begin after the properly completed form has
been reviewed and accepted by the Administrator.
Transfer of Shares From Street Name
If you are a beneficial owner of Common Stock whose shares are
registered in the name of a bank, broker, trustee or other agent, you may
participate in the Plan with respect to such shares by either (i)
transferring such shares to a Plan account by directing your agent (e.g.,
your bank, broker or trustee) to register the shares directly in your name
and having the agent deliver a certificate to you or (ii) instructing your
agent to transfer the shares to the Administrator to be deposited into the
Plan for "share safekeeping" for credit to your Plan account. See "Share
Safekeeping."
Initial Investments and Optional Cash Investments
Initial investments, for those who are not currently Company
shareowners of record, must be at least $250 (but not more than $120,000),
in the form of a personal check or money order, Automatic Investment of at
least $25, or, for employees, payroll deduction of at least the amount
specified on the payroll withholding form, and must be included with the
completed Authorization Form returned to the Administrator. See "Methods
of Investment."
Once you are enrolled in the Plan, you may purchase additional
shares of Common Stock using the Plan's optional cash investment feature.
Optional cash investments must be made in amounts of not less than $25 per
investment and may not aggregate more than $120,000 per calendar year,
inclusive of any initial investment, whether by check or Automatic
Investment. The Company will not waive these restrictions; however, the
$25 minimum is not applicable to employee participants who make
investments through payroll deductions. There is no obligation to make an
optional cash investment at any time, and the amount of such investments
may vary from time to time.
Authorization Forms with initial investments must be received by
the Administrator at least five (5) business days prior to the next
Investment Date (as defined under "Purchase of Common Stock") and are
subject to review by the Company. Initial investments and optional cash
investments received by the Administrator will be invested on the next
Investment Date, provided it is received at least five (5) business days
prior to that Investment Date.
The Company will not pay interest on any initial investments or
optional cash investments received and held for investment under the Plan.
Therefore, it is to your benefit to mail an initial investment or an
optional cash investment so that it is received by the Administrator
shortly, but not less than five (5) business days, before an Investment
Date. To receive dividends, an initial investment or an optional cash
investment must be received and invested on the Investment Date prior to
the dividend record date.
Upon written request, the Company will refund your initial
investment or any optional cash investment, provided your request is
received by the Company at least two (2) business days prior to the
Investment Date following receipt of your investment. However, no refund
will be made until the funds have been actually received by the Company.
Methods of Investment
A participant's total annual investment cannot exceed $120,000 per
calendar year and must be made in U.S. dollars. For the purpose of
applying this limit, all investments during any calendar year (including
initial and optional cash investments, but excluding dividend
reinvestments and deposits of shares in the Plan's share safekeeping
service) are aggregated. No interest will be paid on amounts held by the
Company pending investment.
Check Investment
Initial investments and optional cash investments may be made by
personal check or money order payable to "WPL Holdings, Inc.," and are
subject to collection by the Company for the full face value in U.S.
funds.
If a check is returned unpaid for any reason, the Company will
consider the request for investment of such funds null and void. If any
shares have been purchased with these funds, the Administrator will be
entitled to remove those shares from the participant's account and sell
those shares to satisfy the balance of the uncollected funds. If the net
proceeds from the sale are insufficient to cover this balance, the Company
will, in addition to any other rights it may have, be entitled to sell any
additional shares from the participant's account which may be necessary to
satisfy the uncollected balance.
Automatic Investment
Participants may make automatic monthly investments (whether such
investments constitute initial or optional cash investments) of at least
$25 by electronic funds transfer from a predesignated account with a U.S.
financial institution. To initiate Automatic Investments, participants
must complete and return to the Administrator an Automatic Investment Form
and an Authorization Form, as well as deliver to the Administrator a
voided blank check or a savings deposit slip for the account from which
funds are to be drawn. Automatic Investment Forms may be obtained from
the Administrator. Automatic Investments will be initiated as promptly as
practicable and, after initiated, funds will be drawn from the
participant's designated account on the 10th day of each month (or, if the
10th falls on a weekend or bank holiday, the first business day
thereafter), and will be invested in Common Stock on the next Investment
Date.
Participants may change the amounts of their future Automatic
Investments by completing and submitting to the Administrator a new
Automatic Investment Form. Participants may terminate their Automatic
Investments by notifying the Administrator by phone, in writing or via the
internet. To be effective with respect to the next Automatic Investment
Date, the Administrator must receive the new form or notice at least six
(6) business days preceding that date.
Electronic direct deposit of cash dividends that participants elect
to receive also is available through the Plan.
Payroll Deductions
Employees of the Company or any of its subsidiaries may also make
investments (whether such investments constitute initial or optional cash
investments) by means of payroll deduction, and the $250 and $25 minimums
for initial investment and optional cash investments, respectively, will
not apply to investments made through payroll deductions. To initiate
payroll deductions, the employee must complete and return to the
Administrator a payroll withholding form and an Authorization Form.
The payroll withholding form, which allows participating employees
to decide the dollar amount to be deducted from their paychecks for each
pay period, will become effective as promptly as practicable. Deductions
will be used to purchase full and fractional (computed to four decimal
places) shares of Common Stock on the next Investment Date. The minimum
deduction per pay period is the amount specified on the payroll
withholding form.
Payroll deduction authorizations will remain in effect until
cancelled or modified by the employee, which may be accomplished by
completing and returning a new payroll withholding form indicating the
change desired. To be effective with respect to the next payroll
deduction, the Administrator must receive the new payroll withholding form
at least six (6) business days preceding that date.
Dividend Reinvestment Options
The Authorization Form allows a participant to choose a
reinvestment option for participation in the Plan. If not specified
otherwise, the account will be enrolled for full dividend reinvestment.
By choosing the appropriate box, a participant may select:
Full Dividend Reinvest all cash dividends on all certificated
Reinvestment shares held by you and on all shares credited to
your Plan account. Optional cash investments may be
made at any time as described herein.
Partial Dividend Receive cash dividends on a specified number of your
Reinvestment shares of Common Stock and reinvest the cash
dividends on the remainder of your shares. The
shares specified to receive cash dividends may
consist of a combination of certificated shares and
shares credited to your Plan account. Participants
may elect to have cash dividend payments not
reinvested paid by check or through electronic
direct deposit. Optional cash investments may be
made at any time as described herein.
Optional Cash Receive cash dividends on all of your shares of
Purchases Only Common Stock, including both certificated shares
held by you and shares held by the Plan and credited
to your Plan account. Optional cash investments may
be made at any time.
If you participate in the Plan's full or partial dividend
reinvestment option, reinvestment will commence with the first dividend
payable after the dividend record date following your enrollment.
Dividend record dates are publicly announced by the Company.
If you wish to change your method of participation, you must obtain
and complete a new Authorization Form and send it to the Administrator.
To be effective with respect to a particular Common Stock dividend, the
new Authorization Form must be received by the Administrator at least two
(2) business days before the record date for such dividend. If you elect
to cease the reinvestment of your dividends, you may receive them by check
or electronic direct deposit. You may also continue to have your shares
held by the Administrator through the share safekeeping service, buy
shares with optional cash investments and sell or transfer the shares as
desired. See "Share Safekeeping," "Initial Investments and Optional Cash
Investments," "Sale of Common Stock" and "Gift/Transfer of Shares Held in
the Plan."
On each applicable Investment Date, the Company will promptly,
after deducting withholding taxes, if any, commingle and pay over to the
Administrator all cash dividends payable on shares held by the
Administrator for all participants who are reinvesting their dividends in
the Plan. The Administrator will apply the dividends to the purchase of
shares of Common Stock. The Administrator will credit the proportionate
number of shares (computed to four decimal places) purchased by the
Administrator to each participant's account.
Purchase of Common Stock
Reinvested Common Stock dividends, initial investments, optional
cash investments and proceeds (which will be treated regardless of the
amount as optional cash purchases) from the sale or redemption of Common
Stock subscription or other rights, if any, received by the Administrator
on behalf of participants will be used to acquire either outstanding
shares of Common Stock or authorized but unissued shares of Common Stock
from the Company, provided that the Company is willing to sell such stock.
Outstanding shares of Common Stock purchased on behalf of the Plan
participants may be made on any stock exchange in the U.S. where the
Common Stock is traded, in the over-the-counter market, or by privately
negotiated transactions on such terms as the independent agent for the
Administrator may reasonably determine at the time of purchase. Any
shares purchased from the Company will be made in accordance with
applicable requirements.
The Administrator and its designated independent agent may
commingle each participant's funds with those of other participants for
the purpose of purchasing shares. Neither the Company nor any affiliated
purchasers will exercise any direct or indirect control or influence over
the times when, or prices at which, the designated independent agent of
the Administrator may purchase Common Stock for the Plan, or the amount of
shares to be purchased.
Purchases of shares of Common Stock under the Plan will be made on
or about the following applicable "Investment Dates":
(a) Each dividend payment date is an Investment Date for the
reinvestment of cash dividends.
(b) The 15th day of each month (or the next business day if the
15th falls on a weekend or holiday) is an Investment Date for initial
investments and optional cash investments.
Purchases may be made over a period of several days in the case of
open market purchases. All such purchases will be aggregated for the
Investment Date.
For a number of reasons, including observance of the rules and
regulations of the Commission or other regulatory agencies requiring
temporary curtailment or suspension of purchases, the investment of all or
part of the funds available in a participant's account may be delayed from
time to time. No interest will be paid on funds held by the Company
pending investment. In any event, however, shares of Common Stock will
either be purchased within 35 days of receipt of initial investments or
optional cash investments or funds will be returned to the participant.
A participant's account will be credited with that number of shares
of Common Stock (including any fractional shares, computed to four decimal
places) equal to the total amount to be invested divided by the applicable
purchase price per share.
Price to Participants
The price of shares of Common Stock purchased from the Company
(i.e., newly-issued shares) for participants will be the average (computed
to four decimal places) of the high and low sales prices of shares of
Common Stock as reported on the New York Stock Exchange Composite Tape on
the applicable Investment Date. If no trading occurs on the New York
Stock Exchange in the Common Stock on the applicable Investment Date, the
price will be determined with reference to the next preceding date on
which the Common Stock is traded on the New York Stock Exchange. The
price of shares of Common Stock purchased for participants on the open
market or in privately negotiated transactions will be the weighted
average price of all such shares purchased for the applicable Investment
Date. In the event that investment under the Plan is at any time made in
both newly-issued and already outstanding shares, the shares purchased
will be allocated as proportionately as is practicable among the accounts
of all participants for whom funds are being invested at that time.
Under the Plan, participants do not have the ability to order the
purchase of a specific number of shares, purchase of shares at the
specified price or a particular date of purchase, as could be done with
respect to purchases through a broker.
Sale of Common Stock
You can sell all or part of your shares held in your Plan account
by providing the Administrator with written instructions, signed by all
registered holders. You cannot sell any certificated shares that you may
be holding unless they are first deposited with the Administrator pursuant
to the Plan's share safekeeping service.
Sales for Plan participants are made as soon as practicable after
the Administrator receives written instructions from the participant.
Requests to sell Plan shares will be aggregated and processed within ten
(10) business days by an independent broker, not an affiliate of the
Company, designated by the Administrator on the open market at prevailing
market prices. When you sell your shares, the price per share that you
will receive is the average of the proceeds from all shares sold by the
Administrator, less your proportionate share of the brokerage commission,
transfer taxes, if any, and withholding tax, if any.
You are required to maintain a balance of one or more full shares
of Common Stock or the Company may terminate your Plan account. A request
to sell all shares held in your account will be treated as a withdrawal
from the Plan. See "Termination of an Account by the Company" and
"Withdrawal and Termination."
Custody of Stock and Issuance of Stock Certificates
All shares purchased on your behalf through the Plan will be held
in safekeeping by the Administrator in the name of the Company or its
nominee. You can, however, at any time and without charge, obtain a
certificate for all or part of the whole shares credited to your Plan
account by making a request in writing to the Administrator. No
certificates for fractional shares will be issued. Obtaining certificates
for your Plan account shares in no way affects dividend reinvestment. See
"Dividend Reinvestment Options."
Share Safekeeping
The Plan's "share safekeeping" service allows you to deposit Common
Stock certificates held by you with the Administrator for safekeeping.
The advantages of the share safekeeping service are:
- The risk associated with the loss of your stock
certificate(s) is eliminated. If your certificates are
lost or stolen, you cannot sell or transfer your shares
without first obtaining replacement certificates. This
process of replacing lost certificates could take
several weeks and will result in cost and paperwork,
both for you and for the Company.
- Certificates deposited with the Administrator will be
transferred into the name of the Company or its nominee
and credited to your account under the Plan.
Thereafter, such shares will be treated in the same
manner as shares purchased through the Plan, and may be
conveniently and efficiently sold or transferred
through the Plan. See "Sale of Common Stock,"
"Gift/Transfer of Shares Held in the Plan" and
"Withdrawal and Termination."
- You have all Plan options available to you, including
full or partial reinvestment and/or receiving dividends
by check or electronic deposit.
To participate in the Plan's share safekeeping service, you must
complete and return an Authorization Form, along with the Common Stock
certificates you wish to deposit, to the Administrator by registered and
insured mail. The certificates should not be endorsed and the assignment
section should not be completed. You may obtain an Authorization Form by
calling or writing the Administrator. If you have lost any of your
certificates, they must be replaced before you may participate in the
share safekeeping service.
Gift/Transfer of Shares Held in the Plan
You may transfer the ownership of some or all of your Plan shares
(including shares held in safekeeping) by mailing to the Administrator a
properly executed stock assignment form (which may be obtained from the
Administrator or a financial institution), with a Medallion Signature
Guarantee for all owners, and a letter of instruction. A Medallion
Signature Guarantee is a signature guarantee by an institution such as a
commercial bank, trust company, securities broker/dealer, credit union or
a saving institution participating in a Medallion Program approved by the
Securities Transfer Association, Inc. Shares may be transferred to new or
existing shareowners.
Unless otherwise instructed, the Administrator will retain the
shares and enroll the transferee in full dividend reinvestment, provided
the transferee is eligible to participate. The new participant will
receive a statement showing the number of shares transferred and now held
in his or her Plan account, which will be considered the transaction
confirmation.
Withdrawal and Termination
A participant may withdraw from the Plan at any time by giving
written notice to the Administrator. Termination of participation in the
Plan by a shareowner of record will immediately stop all reinvestment of
the participant's dividends if the notice of withdrawal is received by the
Administrator not later than ten (10) business days prior to the record
date for the next dividend payment. Investment of optional cash will stop
immediately if notification of withdrawal from the Plan is received by the
Administrator at least two (2) business days prior to the applicable
Investment Date. The entire amount of any optional cash received for
which investment has been stopped by termination of participation in the
Plan will be refunded to the participant without interest.
Upon withdrawal from the Plan, the participant (or his or her
personal representative or other authorized agent) may elect to either (i)
receive a certificate for the number of whole shares held in the
participant's account and a check for the value of any fractional share or
(ii) sell all shares in the participant's account as described under "Sale
of Common Stock."
Participants terminating participation in the Plan will receive a
check for the cash value of any fractional share held in their Plan
accounts. Fractions of shares will be valued at the then current market
price (determined in the same manner as provided with respect to the sale
of whole shares), less brokerage commissions, transfer taxes and
withholding taxes, if any.
No optional cash investments may be made after participation in the
Plan has been terminated, unless and until the former participant rejoins
the Plan, which may be accomplished by complying with the enrollment
procedures. See "Enrollment Procedures." The Company, however, reserves
the right to reject any Authorization Form from a previous participant on
grounds of excessive joining and termination. Such reservation is
intended to minimize administrative expense and to encourage use of the
Plan as a long-term investment service.
Stock Splits, Stock Dividends and Rights Offerings
Any shares distributed pursuant to stock dividends or stock splits
effected by the Company on shares held by the Administrator for a
participant will be credited to such participant's account. In the event
that the Company makes available to holders of its Common Stock
subscription or other rights to purchase additional shares of Common Stock
or other securities, the Administrator will (if and when such rights trade
independently) sell the rights accruing to all shares held by the
Administrator for the participants and will apply the net proceeds of such
sale to the purchase of Common Stock. However, the Company will, in
advance of a subscription offer (or, if such rights may not be
independently traded upon issuance, prior to the date on which such rights
trade independently), inform each participant that if he or she does not
want the Administrator to sell his or her rights and invest the proceeds,
it will be necessary for him or her to transfer all full shares held under
the Plan to his or her own name by a given date. This would permit the
participant to exercise, transfer or sell the rights on such shares. In
the event that rights issued by the Company are redeemed prior to the date
that such rights trade independently, the Administrator will invest the
resultant funds in additional shares of Common Stock.
Voting Rights
The Administrator will vote at shareowners' meetings any full
shares of Common Stock credited to your account under the Plan in
accordance with your instructions. Such shares will not be voted if no
instructions are given. A proxy card will be mailed to you representing
the shares of Common Stock held in your Plan account.
Statements and Reports
Participants will receive quarterly statements showing all
transactions in the participant's account for that quarter, including
among other things, the amount invested, the price paid per share, the
number of shares purchased and total shares accumulated. Each participant
should retain these statements so as to be able to establish the cost
basis of shares purchased under the Plan for income tax and other
purposes.
The Administrator will also send each participant an account
statement as soon as practicable after each initial investment, optional
cash investment, sale or transfer.
In addition, each participant will receive copies of the same
communications sent to all other holders of Common Stock, including the
Company's Annual Reports, Notices of Annual Meetings and Proxy Statements,
and information needed for reporting dividend income for Federal income
tax purposes.
All notices, statements and reports to a participant will be
addressed to the participant at his or her last address of record with the
Company. Therefore, you must promptly notify the Company by phone, in
writing or via the internet of any change of address.
No Right to Draw Against Account
No participant shall have a right to draw checks or drafts against
his or her account or give instructions to the Administrator with respect
to any shares or cash held therein except as expressly provided herein.
Duties and Responsibilities
Neither the Company nor any agent shall have any responsibility
beyond the exercise of ordinary care for any action taken or omitted
pursuant to the Plan, nor shall they have any duties, responsibilities or
liabilities except as expressly set forth herein. Neither the Company nor
any agent shall be liable under the Plan for any act done in good faith or
for any good faith omission to act including, without limitation, any
claims of liability (a) with respect to the prices at which shares are
purchased or sold for a participant's account, the times when such
purchases or sales are made or any inability to purchase or sell shares,
(b) for any fluctuation in the market value after purchase or sale of
shares or (c) arising out of failure to terminate a participant's account
upon such participant's death prior to receipt of notice in writing of
such death.
Participants should recognize that the Company cannot provide any
assurance of profit or protection against loss on any shares purchased
under the Plan.
Change or Termination of the Plan
The Company reserves the right to amend, modify, suspend or
terminate the Plan in whole, in part or with respect to participants in
one or more jurisdictions. Notice of any such suspension, termination or
significant amendment or modification of the Plan will be sent to all
affected participants. No such event will affect any shares then credited
to a participant's account. Upon any whole or partial termination of the
Plan by the Company, a certificate for whole shares credited to an
affected participant's account under the Plan will be issued to the
participant and a cash payment will be made for any fraction of a share.
Fractions of shares will be valued at the then current market price
(determined in the same manner as provided with respect to the sale of
whole shares), less brokerage commissions, transfer taxes and withholding
tax, if any. Any uninvested funds held by the Administrator at the time
of any suspension or termination of the Plan will be remitted by the
Administrator to affected participants.
Termination of an Account by the Company
Your enrollment in the Plan may be terminated if you no longer hold
any shares of record and your Plan shares total less than one whole share
of Common Stock. The Company, at its discretion, may also terminate your
participation in the Plan upon written notice mailed to you at the address
appearing on the Company's records. Upon termination, you will receive a
certificate for whole shares held in your account and a check for the
value of any fractional share held in your Plan account. Fractions of
shares will be valued at the then current market price (determined in the
same manner as provided with respect to the sale of whole shares), less
brokerage commissions, transfer taxes and withholding tax, if any.
Interpretation of the Plan
The Company may in its absolute discretion interpret and regulate
the Plan as deemed necessary or desirable in connection with the operation
of the Plan and resolve questions or ambiguities concerning the various
provisions of the Plan.
Governing Law
The Plan shall be governed by the internal laws of the State of
Wisconsin.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following discussion sets forth the general Federal income tax
consequences for an individual participating in the Plan. This discussion
is not, however, intended to be an exhaustive treatment of such tax
consequences. Future legislative changes or changes in administrative or
judicial interpretation, some or all of which may be retroactive, could
significantly alter the tax treatment discussed herein. Accordingly, and
because tax consequences may differ among participants in the Plan, each
participant should consult his or her own tax advisor to determine the
particular tax consequences (including state income tax consequences) that
may result from participation in and the subsequent disposal of shares
purchased under the Plan.
General Considerations
In general, participants reinvesting dividends under the Plan have
the same federal income tax consequences with respect to their dividends
as do shareowners who are not reinvesting dividends under the Plan. On
the dividend payment date, participants will receive a taxable dividend
equal to the cash dividend reinvested, to the extent the Company has
earnings and profits. This treatment applies with respect to both the
shares of Common Stock held of record by such participant and such
participant's Plan account shares even though the dividend amount is not
actually received in cash but is instead applied to the purchase of shares
of Common Stock for the participant's Plan account. If shares are
purchased on the open market or in a privately negotiated transaction, the
participant's share of brokerage fees, if any, paid by the Company will
also be taxed as an additional dividend to that participant, to the extent
the Company has earnings and profits.
Shares or any fraction thereof of Common Stock purchased on the
open market or in a privately negotiated transaction with reinvested
dividends will have a tax basis equal to the amount paid therefor,
increased by any brokerage fees treated as a dividend to the participant.
Shares or any fraction thereof of Common Stock purchased from the Company
with reinvested dividends will have a tax basis equal to the amount of the
dividend. Whether purchased on the open market or in a privately
negotiated transaction or from the Company, the shares or any fraction
thereof will have a holding period beginning on the day following the
purchase date.
Participants that make an initial or optional cash investments
under the Plan will be deemed to have received an additional taxable
dividend in the amount of the participant's pro rata share of the
brokerage commissions, if any, paid by the Company, to the extent the
Company has earnings and profits. Such brokerage commissions will only be
incurred on the purchase of the Common Stock in the open market or in
privately negotiated transactions. Shares or any fraction thereof
purchased with initial or optional cash investments will have a tax basis
equal to the amount of such payments increased by the amount of brokerage
fees, if any, treated as a taxable dividend to the participant with
respect to those shares or fraction thereof. The holding period for such
shares or fraction thereof will begin on the day following the purchase
date.
Participants should not be treated as receiving an additional
taxable dividend based upon their pro rata share of the costs of
administering the Plan which are paid by the Company. However, there can
be no assurances that the Internal Revenue Service ("IRS") will agree with
this position. The Company has no present plans to seek formal advice
from the IRS on this issue.
Participants will not recognize taxable income when they receive
certificates for whole shares credited to their account, either upon their
request for such certificates or upon withdrawal from or termination of
the Plan. However, participants will generally recognize gain or loss
when shares acquired under the Plan are sold or exchanged either through
the Plan at their request or by participants themselves after receipt of
certificates for shares from the Plan. Participants will also generally
recognize gain or loss when they receive cash payments for fractional
shares credited to their accounts, upon the sale of shares through the
Plan or upon withdrawal from or termination of the Plan. The amount of
gain or loss is the difference between the amount which the Participant
receives for his or her whole shares or fractional shares and the tax
basis thereof. Provided that the shares are capital assets in the hands
of the participant, such gain or loss will be a capital gain or loss,
long-term or short-term depending on the participant's holding period.
Tax Withholding
In the case of a participating foreign shareowner whose dividends
are subject to United States income tax withholding or a participating
domestic shareowner subject to backup withholding (because a correct
taxpayer identification number has not been furnished or otherwise), the
tax required to be withheld will be deducted from the amount of any cash
dividend reinvested. Since any such withholding tax applies also to a
dividend on shares credited to the participant's Plan account, only the
net dividend on such shares will be applied to the purchase of additional
shares of Common Stock. The regular statements sent to such participants
will indicate the amount of tax withheld. Likewise, participants selling
shares through the Plan who are subject to backup or other withholding
will receive only the net cash proceeds from such sale as required by the
Internal Revenue Code and the Treasury Regulations thereunder. The
Company cannot refund amounts withheld. Participants subject to
withholding should contact their tax advisors or the IRS for additional
information.
RIGHTS TO PURCHASE COMMON STOCK
Pursuant to the Rights Agreement, each outstanding share of Common
Stock (including shares acquired on the open market or in privately
negotiated transactions under the Plan) has attached thereto one Right and
each share subsequently issued by the Company prior to the expiration of
the Rights Agreement will likewise have attached thereto one Right. Under
certain circumstances described below, the Rights will entitle the holder
thereof to purchase additional shares of Common Stock.
Currently, the Rights are not exercisable and trade with the Common
Stock. In the event the Rights become exercisable, each Right (unless
held by a person or group which beneficially owns more than 20% of the
outstanding Common Stock) will initially entitle the holder to purchase
one-half share of Common Stock at a price of $60 per full share
(equivalent to $30 for each one-half share), subject to adjustment. The
Rights will only become exercisable if a person or group has acquired, or
announced an intention to acquire, 20% or more of the outstanding shares
of Common Stock. Under certain circumstances, including the existence of
a 20% acquiring party, each holder of a Right, other than the acquiring
party, will be entitled to purchase at the exercise price Common Stock
having a market value of two times the exercise price. In the event of
the acquisition of the Company by another corporation subsequent to a
party acquiring 20% or more of the Common Stock, each holder of a Right
will be entitled to receive the acquiring corporation's common shares
having a market value of two times the exercise price. The Rights may be
redeemed at a price of $.01 per Right prior to the existence of a 20%
acquiring party, and thereafter may be exchanged for one share of Common
Stock per Right prior to the existence of a 50% acquiring party. The
Rights will expire on February 22, 1999. Under the Rights Agreement, the
Board of Directors of the Company may reduce the thresholds applicable to
the Rights from 20% to not less than 10%. The Rights do not have voting
or dividend rights and, until they become exercisable, have no dilutive
effect on the earnings of the Company.
The Rights have certain anti-takeover effects and may discourage or
make more difficult the acquisition of the Company on a non-negotiated
basis (such as by an unsolicited tender offer). The Rights will not,
however, affect a transaction approved by the Board of Directors of the
Company prior to the existence of a 20% acquiring party since the Rights
can be redeemed before the consummation of such transaction.
LEGAL MATTERS
Certain legal matters in connection with the sale of the shares of
Common Stock offered hereby will be passed upon for the Company by Foley &
Lardner, Milwaukee, Wisconsin.
EXPERTS
The consolidated financial statements and schedules of the Company
at December 31, 1996 and 1995 and for each of the three years in the
period ending December 31, 1996 incorporated by reference in this
Prospectus and in the Registration Statement have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving
said reports.
The consolidated financial statements of IES at December 31, 1996
and 1995 and for each of the three years in the period ending December 31,
1996 incorporated by reference in this Prospectus and in the Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
The financial statements and the related financial statement
schedule of IPC at December 31, 1996 and 1995 and for each of the three
years in the period ended December 31, 1996 incorporated in this
Prospectus and in the Registration Statement by reference from IPC's
Annual Report on Form 10-K for the year ended December 31, 1996 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
<PAGE>
No person has been authorized to give any information or to
make any representations, other than those contained or
incorporated by reference in this Prospectus, in connection with
the offer made by this Prospectus and, if given or made, such
information or representations must not be relied upon as having
been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
any security in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstances imply that
there has been no change in the affairs of the Company since the
date hereof or that the information contained herein or
incorporated by reference herein is correct as of any time
subsequent to its date.
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . 2
The Company 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . 4
Summary of Plan Features . . . . . . . . . . . . . . . . 4
The Plan . . . . . . . . . . . . . . . . . . . . . . . . 5
Purpose . . . . . . . . . . . . . . . . . . . . . . . . 5
Plan Administration . . . . . . . . . . . . . . . . . . 5
Enrollment Procedures . . . . . . . . . . . . . . . . . 6
Transfer of Shares from Street Name . . . . . . . . . . 7
Initial Investments and Optional Cash
Investments . . . . . . . . . . . . . . . . . . . . . 7
Methods of Investment . . . . . . . . . . . . . . . . . 8
Dividend Reinvestment Options . . . . . . . . . . . . . 9
Purchase of Common Stock . . . . . . . . . . . . . . 10
Price to Participants . . . . . . . . . . . . . . . . 11
Sale of Common Stock . . . . . . . . . . . . . . . . 11
Custody of Stock and Issuance of
Stock Certificates . . . . . . . . . . . . . . . . 12
Share Safekeeping . . . . . . . . . . . . . . . . . . 12
Gift/Transfer of Shares Held in the Plan . . . . . . 12
Withdrawal and Termination . . . . . . . . . . . . . 13
Stock Splits, Stock Dividends
and Rights Offerings . . . . . . . . . . . . . . . 13
Voting Rights . . . . . . . . . . . . . . . . . . . . 14
Statements and Reports . . . . . . . . . . . . . . . 14
No Right to Draw Against Account . . . . . . . . . . 14
Duties and Responsibilities . . . . . . . . . . . . . 14
Change or Termination of the Plan . . . . . . . . . . 15
Termination of an Account by the Company . . . . . . 15
Interpretation of the Plan . . . . . . . . . . . . . 15
Governing Law . . . . . . . . . . . . . . . . . . . . 15
Federal Income Tax Considerations . . . . . . . . . . . 15
General Considerations . . . . . . . . . . . . . . . 16
Tax Withholding . . . . . . . . . . . . . . . . . . . 17
Rights to Purchase Common Stock . . . . . . . . . . . . 17
Legal Matters . . . . . . . . . . . . . . . . . . . . . 18
Experts . . . . . . . . . . . . . . . . . . . . . . . . 18
WPL Holdings, Inc.
to be renamed
Interstate Energy Corporation
SHAREOWNER DIRECT
PLAN
PROSPECTUS
May 14, 1997
