UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 1-9894
CUSIP Number: 929305 10 0
(Check One):
[ X ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print
or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
___________________________________
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
__________________________________________
__________________________________________________________________
Part I -- Registrant Information
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Full Name of Registrant: WPL HOLDINGS, INC.
Former Name if Applicable:
Address of Principal Executive
Office (Street and Number):
222 West Washington Avenue
City, State and Zip Code: Madison, Wisconsin 53703
<PAGE>
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Part II -- Rules 12b-25(b) and (c)
__________________________________________________________________
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or expense.
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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Part III -- Narrative
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State below in reasonable detail the reasons why Form 10-K and
Form 10-KSB, 20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report
or potion thereof could not be filed within the prescribed period.
WPL Holdings, Inc. (the "Registrant"), Interstate Power
Company ("IPC"), IES Industries Inc. ("IES") and certain related
entities have entered into an Agreement and Plan of Merger, dated as
of November 10, 1995, as amended, providing for the combination of
all three companies (the "Merger"). Consummation of the Merger is
conditioned upon the receipt of regulatory approvals from various
federal and state agencies (including the Securities and Exchange
Commission (the "SEC") under the Public Utility Holding Company Act
of 1935, as amended ("PUHCA"), the Federal Energy Regulatory
Commission ("FERC"), the Nuclear Regulatory Commission, the Justice
Department and the Federal Trade Commission, the Iowa Utilities
Board, the Wisconsin Public Service Commission, the Minnesota Public
Utilities Commission and the Illinois Commerce Commission). Other
than the approval of the SEC under PUHCA, the last remaining
regulatory approval necessary to consummate the Merger (i.e.,
approval of the FERC) was obtained on November 12, 1997. No other
condition precedent to consummation of the Merger remains outstanding
and the companies are ready to close the Merger once SEC approval is
obtained.
In preparing its schedule for 1997 year-end matters, the
Registrant considered whether its Form 10-K for the year ended
December 31, 1997 would be a report regarding the Registrant as an
individual company or a report encompassing the three combined
companies (the Registrant will be the surviving holding company in
the Merger). The Registrant considered this issue in light of the
fact that, immediately upon consummation of the Merger, Form 15s will
be filed deregistering the common stock of both IES and IPC and
suspending their obligations to make periodic filings under the
Securities Exchange Act of 1934. Based on recent transactions in the
utility industry, the Registrant made a preliminary conclusion in
December 1997 that given the timing of the FERC approval of the
Merger, it was reasonable to conclude that approval of the SEC under
PUHCA would be obtained well in advance of the March 31, 1998 due
date for the Form 10-K. Given this timeframe, the Registrant
determined not to devote resources to preparing its individual
company-specific Form 10-K, but instead directed that these resources
be used to assist in the preparation of (a) the combined companies
Form 10-K that would be filed by the Registrant, as the surviving
holding company in the Merger, and (b) the audited restated combined
financial statements of the merger partners which are expected to be
filed with the SEC as soon as practicable following the Merger.
Thereafter, the Registrant continued to monitor the regulatory
process to ensure that its conclusions regarding the timing of the
Merger were appropriate. Based on an ongoing dialogue with the SEC
Staff, the Registrant continued to believe that the Merger would
easily be consummated by March 31, 1998 and that its focus on
preparing (in addition to the restated combined financials of the
merger partners) a Form 10-K and annual report to shareowners that
include information about the combined companies as opposed to
preparing a Registrant-specific Form 10-K was appropriate.
It was not until nearly the second week in March that the
Registrant began receiving word that the SEC approval might be
subject to delay and that therefore the Merger may not be consummated
prior to the due date for the Form 10-K. The Registrant immediately
reassessed the situation and began work toward completion of its own,
Registrant-specific Form 10-K. Although the Registrant devoted all
available resources toward completion of the Registrant-specific Form
10-K, such filing, under the circumstances, could not be completed by
its initial due date without unreasonable effort or expense.
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Part IV -- Other Information
__________________________________________________________________
(1) Name and telephone number of person to contact in regard to this
notification:
Edward M. Gleason (608) 252-3107
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s)
been filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
____________________________________
WPL HOLDINGS, INC.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 1998 By: /s/ Edward M. Gleason
Edward M. Gleason
Vice President, Treasurer
and Corporate Secretary
