Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
222 West Washington Avenue
Madison, Wisconsin 53703
(608) 252-3311
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
______________________________
Edward M. Gleason with a copy to:
Vice President, Treasurer and Corporate
Secretary Benjamin F. Garmer, III
WPL Holdings, Inc. Foley & Lardner
222 West Washington Avenue 777 East Wisconsin Avenue
Madison, Wisconsin 53703 Milwaukee, Wisconsin 53202
(608) 252-3311 (414) 271-2400
(Name, address, including zip code, and
telephone number, including area
code, of agent for service)
______________________________
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
________________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) of the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
_________________
CALCULATION OF REGISTRATION FEE
Proposed
Title of Each Maximum Proposed
Class of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be Per Unit Offering Registra-
Registered Registered(1) (2) Price (2) tion Fee
Common Stock,
$.01 par value,
with attached 6,500,000
Common Stock shares and
Purchase Rights rights $27.625 $179,562,500 $54,413
(1) Each share of WPL Holdings, Inc. Common Stock issued will have
attached thereto one Common Stock Purchase Right. This Registration
Statement also relates to 501,017 shares of WPL Holdings, Inc. Common
Stock previously registered (Registration No. 33-21482) under the
Securities Act of 1933 and for which a registration fee of $2,211 has
previously been paid.
(2) Estimated pursuant to Rule 457(c) 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 May 5, 1997.
The value attributable to the Common Stock Purchase Rights is
reflected in the price of the Common Stock.
________________________
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
which is a part of this Registration Statement includes all the
information currently required in a prospectus relating to the securities
covered by Registration Statement No. 33-21482 of WPL Holdings, Inc. This
Registration Statement also constitutes Post-Effective Amendment No. 2
with respect to Registration Statement No. 33-21482 and such post-
effective amendment shall hereafter become effective concurrently with the
effectiveness of this Registration Statement in accordance with Section
8(c) of the Securities Act of 1933.
________________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
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 ____________________ __, 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
Reinvestment - your 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
, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses to be paid by the Registrant in connection with the
issuance and distribution of the securities being registered hereby are,
subject to future contingencies, estimated to be as follows:
Securities and Exchange Commission $ 54,413
registration fee . . . . . . . . . . . .
NYSE Listing fee . . . . . . . . . . . . . 22,750
Accounting fees and expenses . . . . . . . 6,000
Legal fees and expenses . . . . . . . . . . 15,000
Printing expenses . . . . . . . . . . . . . 7,000
Miscellaneous expenses . . . . . . . . . . 4,837
-------
Total . . . . . . . . . . . . . . . . . . $110,000
=======
Item 15. Indemnification of Directors and Officers.
Pursuant to the provisions of the Wisconsin Business Corporation
Law and the Registrant's Bylaws, directors and officers of the Registrant
are entitled to mandatory indemnification from the Registrant 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 Registrant and such breach or
failure constituted: (a) a willful failure to deal fairly with the
Registrant or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (b) a violation
of criminal law unless the director or officer had a 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, allowance of expenses and insurance 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 Registrant are not subject to personal liability to the Registrant,
its shareholders 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
outlined in (a) through (d) above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Registrant under certain
circumstances.
The indemnification provided by the Wisconsin Business Corporation
Law and the Registrant's Bylaws is not exclusive of any other rights to
which a director or officer of the Registrant 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 expense.
The Registrant 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.
Item 16. Exhibits.
The exhibits listed in the accompanying Exhibit Index are filed
(except where otherwise indicated) as part of this Registration Statement.
Item 17. 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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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 therein, 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 that is incorporated
by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(d) 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-3 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
May 7, 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.
Signature Title Date
/s/ Erroll B. Davis, Jr. President, Chief Executive May 7, 1997
Erroll B. Davis, Jr. Officer and Director
(Principal Executive Officer)
/s/ Edward M. Gleason Vice President, Treasurer May 7, 1997
Edward M. Gleason and Corporate Secretary
(Principal Financial and
Accounting Officer)
L. David Carley* Director May 7, 1997
Rockne G. Flowers* Director May 7, 1997
Donald R. Haldeman* Director May 7, 1997
Katharine C. Lyall* Director May 7, 1997
Arnold M. Nemirow* Director May 7, 1997
Milton E. Neshek* Director May 7, 1997
Henry C. Prange* Director May 7, 1997
Judith D. Pyle* Director May 7, 1997
Carol T. Toussaint* Director May 7, 1997
*By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
(2.1) Agreement and Plan of Merger, dated as of November 10,
1995, as amended, by and among WPL Holdings, Inc., IES
Industries Inc., Interstate Power Company, WPLH
Acquisition Co. and Interstate Power Company.
[Incorporated by reference to Annex A in the Joint
Registration Statement on Form S-4 (Registration No. 333-
07931) of WPL Holdings, Inc. and Interstate Power Company
(WI)]
(2.2) Amendment No. 2 to Agreement and Plan of Merger, dated as
of August 16, 1996, by and among WPL Holdings, Inc., IES
Industries Inc., Interstate Power Company, WPLH
Acquisition Co. and Interstate Power Company.
[Incorporated by reference to Annex I in the Joint
Registration Statement on Form S - 4 (Registration No.
333-10401) of WPL Holdings, Inc. and Interstate Power
Company (WI)]
(2.3) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, as
amended, by and among WPL Holdings, Inc. and IES
Industries Inc. [Incorporated by reference to Annex B in
the Joint Registration Statement on Form S-4
(Registration No. 333-07931) of WPL Holdings, Inc. and
Interstate Power Company (WI)]
(2.4) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, as
amended, by and among WPL Holdings, Inc. and Interstate
Power Company (DE). [Incorporated by reference to Annex
C in the Joint Registration Statement on Form S-4
(Registration No. 333-07931) of WPL Holdings, Inc. and
Interstate Power Company (WI)]
(2.5) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, as
amended, by and among IES Industries Inc. and WPL
Holdings, Inc. [Incorporated by reference to Annex D in
the Joint Registration Statement on Form S-4
(Registration No. 333-07931) of WPL Holdings, Inc. and
Interstate Power Company (WI)]
(2.6) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, as
amended, by and among IES Industries Inc. and Interstate
Power Company (DE). [Incorporated by reference to Annex
E in the Joint Registration Statement on Form S-4
(Registration No. 333-07931) of WPL Holdings, Inc. and
Interstate Power Company (WI)]
(2.7) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, as
amended, by and among Interstate Power Company (DE) and
WPL Holdings, Inc. [Incorporated by reference to Annex F
in the Joint Registration Statement on Form S-4
(Registration No. 333-07931) of WPL Holdings, Inc. and
Interstate Power Company (WI)]
(2.8) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, as
amended, by and among Interstate Power Company (DE) and
IES Industries Inc. [Incorporated by reference to Annex
G in the Joint Registration Statement on Form S-4
(Registration No. 333-07931) of WPL Holdings, Inc. and
Interstate Power Company (WI)]
(4.1) Restated Articles of Incorporation of WPL Holdings, Inc.
[Incorporated by reference to Exhibit (4.1) to WPL
Holdings, Inc. Form S-3 Registration Statement
(Registration No. 33-59972)]
(4.2) Form of Articles of Amendment to the Restated Articles of
Incorporation of WPL Holdings, Inc. providing for an
increase in the number of authorized shares of common
stock from 100,000,000 to 200,000,000. [Incorporated by
reference to Exhibit (4.2) to the Joint Registration
Statement on Form S-4 (Registration No. 333-07931) of WPL
Holdings, Inc. and Interstate Power Company (WI)]
(4.3) Bylaws of WPL Holdings, Inc., as amended. [Incorporated
by reference to Exhibit (3B) to WPL Holdings, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996]
(4.4) 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
February 27, 1989]
(4.5) WPL Holdings, Inc. Shareowner Direct Plan. [Terms and
conditions of this Plan are set forth in the Prospectus
contained in this Registration Statement.]
(4.6) Authorization Form for use in connection with the WPL
Holdings, Inc. Shareowner Direct Plan.
(5) Opinion of Foley & Lardner as to the legality of the
shares being registered (including consent of counsel).
(23.1) Consent of Arthur Andersen LLP, WPL Holding, Inc.'s
independent accountants.
(23.2) Consent of Arthur Andersen LLP, IES Industries Inc.'s
independent accountants.
(23.3) Consent of Deloitte & Touche LLP, Interstate Power
Company's (DE) independent auditors.
(23.4) Consent of Foley & Lardner (included as part of Exhibit
(5) hereto).
(24) Powers of attorney.
EXHIBIT (4.6)
WPLH
SHAREOWNER DIRECT PLAN AUTHORIZATION FORM
Please complete all applicable sections, sign and return to:
WPL HOLDINGS, INC.
SHAREOWNER SERVICES
PO BOX 2568
MADISON, WI 53701-2568
If you have any questions, please call:
1-800-356-5343
I. INITIAL INVESTMENT OR CURRENT ACCOUNT INFORMATION
[ ] As an initial investment in the WPL Holdings Inc. Shareowner Direct
Plan, enclosed is a check or money order for $____________ (not less
than $250.00) payable to WPL Holdings, Inc. (Payment must reach us by
the 15th of the month)
[ ] I am currently a Plan Participant. Please take the action requested
in Section II, IV, V or VI. My account number is
___________________.
Please provide registration information if you are unsure of your account
number or the information is not provided above:
ACCOUNT REGISTRATION:(See guidelines below) SOCIAL SECURITY NUMBER OR
TAXPAYER IDENTIFICATION
NUMBER:
ACCOUNT ADDRESS: DAYTIME PHONE:
GUIDELINES FOR ACCOUNT REGISTRATION:
Joint Accounts - will be presumed to be Joint Tenants with Right of
Survivorship (Jt Ten) unless restricted by applicable law or otherwise
indicated. The Social Security number of the first owner listed should be
provided.
Custodial (for minors) - a minor is the beneficial owner of the account,
with an adult custodian managing the account until the minor becomes of
age, as specified in the Uniform Gift/Transfers to Minors Act in the
minors state of residence. Only one custodian and one minor per account
(ie Jane S Doe Cust Ryan W Doe, UTMA Wisconsin). Provide the address of
the custodian but the minors social security number.
Trust - Account is established in accordance with the provisions of a
trust agreement. Please provide name(s) of Trustee(s), date of trust and
exact title of trust (i.e. John R Doe TTEE of the Doe Trust dated 5/5/95).
II. OPTIONAL INVESTMENT
[ ] I am currently a Plan Participant, please purchase additional shares
of common stock in accordance with the terms and conditions of the
Shareowner Direct Plan. (Payment must reach us by the 15th of the
month)
Attached is a check or money order for $____________ payable to WPL
Holdings, Inc.
--------------------------------------------------------------------------
-------------------------------------------------------------------------
III. TAXPAYER IDENTIFICATION Form W-9
Taxpayer Identification Number: (Please provide the
correct Taxpayer identification number)
Is this your _____ Social Security Number or _____ Taxpayer Identification
Number?
FOR OFFICE USE ONLY
ACCOUNT REGISTRATION AND NUMBER
Certification: Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification
number (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding because I am exempt from
backup withholding, or I have not been notified by the IRS that I am
subject to backup withholding as a result of a failure to report all
interest or dividends, or the IRS has notified me that I am no longer
subject to backup withholding (cross out item 2 if you are subject to
backup withholding.)
Signature of Taxpayer Date
Print name of Taxpayer
[REVERSE OF AUTHORIZATION FORM]
IV. PLAN PARTICIPATION
Check below the option in which you wish to enroll. Your choice will
apply to both the certificated and Shareowner Direct Plan shares. If no
participation is indicated, the account will be enrolled in Full Dividend
Reinvestment. Note: WPL Holdings common stock dividends will reinvest in
WPL Holdings common stock.
[ ] FULL REINVESTMENT: Reinvest all dividends payable on all shares.
[ ] NO REINVESTMENT: Send cash dividends on all shares.
[ ] PARTIAL REINVESTMENT
[ ] Send cash dividends on ______ shares and reinvest dividends
on remaining shares.
V. AUTOMATIC STOCK PURCHASE
[ ] AUTOMATIC STOCK PURCHASE: This option allows you to have money
transferred from your checking account to your Shareowner Direct Plan
account automatically on the 10th of each month.
I authorize WPL Holdings, Inc. to credit my Shareowner Direct Plan account
by withdrawing $_____________ on the 10th of each month from my checking
account shown below. If this date falls on a weekend or holiday, the
withdrawal will be made on the next business morning. (NOTE: Please
attach a voided blank check.) This authorization will remain in effect
until it is changed or cancelled by telephone notification or written
request.
Bank Name: Bank Phone Number
(including area code):
Bank Transit/Routing Number: Bank Account Number:
VI. SAFEKEEPING
[ ] I wish to deposit the common stock certificates listed below into the
safekeeping option of Shareowner Direct Plan. I understand that the
certificates enclosed will be credited to my Shareowner Direct Plan
account and subject to the reinvestment participation election made
above. We suggest you send your certificates certified mail insured
for 2% of the value. Do not endorse the back of these certificates.
Certificate Number Shares Certificate Number Shares
__________________ _______ __________________ _______
__________________ _______ __________________ _______
__________________ _______ __________________ _______
VII. ELECTRONIC DEPOSIT OF YOUR DIVIDENDS
[ ] ELECTRONIC DEPOSIT: This option allows you to have your dividends
deposited directly into your checking or savings account at your
bank, savings and loan institution or credit union.
I authorize WPL Holdings, Inc. to deposit to my account as indicated below
the dividend amount I am due with the same effect as if a check had been
delivered to me for such account. I also authorize the financial
institution indicated below to credit the same to such account. Such an
over deposit be made, WPL Holdings, Inc. and the financial institution are
authorized to debit such account for correction. This authorization will
remain in effect until it is changed or cancelled by telephone
notification. (Note: Please attach a voided blank check)
Bank Name: Bank Phone Number
(including area code):
Bank Transit/Routing Number: Bank Account Number:
VIII. SIGNATURES
By signing this form, I certify that I have received the prospectus
describing the WPL Holdings, Inc. Shareowner Direct Plan. I understand
that I may revoke this authorization at any time by written notice to WPL
Holdings, Inc.
Signature: Date:
Signature: Date:
IMPORTANT TAX DOCUMENT ON REVERSE SIDE
EXHIBIT (5)
FOLEY & LARDNER
A T T O R N E Y S A T L A W
FIRSTAR CENTER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5367
A MEMBER OF GLOBALEX
WITH MEMBER OFFICES IN
MADISON BERLIN
CHICAGO TELEPHONE (414) 271-2400 BRUSSELS
WASHINGTON, D.C. DRESDEN
JACKSONVILLE TELEX 26-819 FRANKFURT
ORLANDO LONDON
TALLAHASSEE (FOLEY LARD MIL) PARIS
TAMPA SINGAPORE
WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART
TAIPEI
WRITER'S DIRECT LINE
May 7, 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"), with respect to the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"),
including the prospectus constituting a part thereof (the "Prospectus"),
to be filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to 6,500,000 shares of the Company's common
stock, $.01 par value ("Common Stock"), and the associated rights to
purchase shares of Common Stock accompanying each share of Common Stock
(the "Rights"), which may be issued by the Company pursuant to the WPL
Holdings, Inc. Shareowner Direct 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").
In connection with our representation, we have examined: (a)
the Plan; (b) the Registration Statement, including the Prospectus; (c)
the Restated Articles of Incorporation and Bylaws of the Company, as
amended to date; (d) the Rights Agreement; (e) resolutions of the
Company's Board of Directors relating to the Plan and the issuance of
securities thereunder; and (f) 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. It is presently contemplated that the shares of Common
Stock to be acquired under the Plan will either be purchased in the open
market, acquired in privately negotiated transactions or purchased
directly from the Company. To the extent the shares of Common Stock to be
acquired under the Plan shall constitute shares newly issued by and
purchased directly from the Company, such shares of Common Stock, when
issued pursuant to the terms and conditions of the Plan, and as
contemplated in the Registration Statement and Prospectus, 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 as such section may be interpreted by a court of law.
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 and to the references to our firm therein. 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 the Securities 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
May 7, 1997
EXHIBIT (23.2)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated
January 31, 1997 included in the IES Industries 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
Chicago, Illinois,
May 7, 1997
EXHIBIT (23.3)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of WPL Holdings, Inc. on Form S-3 of our reports dated
January 30, 1997, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Interstate Power Company, a Delaware corporation,
for the year ended December 31, 1996, as amended by the Form 10-K/A filed
on March 26, 1997, and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
May 5, 1997
Davenport, Iowa
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
L. David Carley
hereby constitute and appoint 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 re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-3, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new dividend
reinvestment and stock purchase 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 said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each 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 6th day of May, 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 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 re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-3, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new dividend
reinvestment and stock purchase 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 said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each 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 6th day of May, 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 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 re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-3, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new dividend
reinvestment and stock purchase 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 said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each 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 6th day of May, 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 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 re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-3, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new dividend
reinvestment and stock purchase 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 said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each 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 6th day of May, 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 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 re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-3, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new dividend
reinvestment and stock purchase 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 said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each 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 6th day of May, 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 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 re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-3, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new dividend
reinvestment and stock purchase 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 said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each 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 6th day of May, 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 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 re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-3, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new dividend
reinvestment and stock purchase 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 said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each 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 6th day of May, 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 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 re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-3, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new dividend
reinvestment and stock purchase 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 said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each 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 6th day of May, 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 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 re-substitution, for me and in
my name, place and stead, in any and all capacities, to sign my name as a
director of WPL Holdings, Inc. (the "Company") to the Registration
Statement on Form S-3, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of
shares of Common Stock (and the associated Common Stock Purchase Rights)
to be issued by the Company in connection with the Company's new dividend
reinvestment and stock purchase 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 said shares of Common Stock (and the
associated Common Stock Purchase Rights) under the Securities Act of 1933,
as amended.
I hereby ratify and confirm all that said attorneys-in-fact and
agents, or each 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 6th day of May, 1997.
/s/ Carol T. Toussaint
Carol T. Toussaint
