SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
INTERSTATE POWER COMPANY
(Name of Issuer)
Common Stock, $3.50 Par Value
(Title of Class of Securities)
461074 10 6
(CUSIP Number)
Edward M. Gleason, Vice President, Treasurer and
Corporate Secretary, WPL Holdings, Inc.,
222 West Washington Avenue, Madison, Wisconsin 53703; (608) 252-3311
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Benjamin F. Garmer, III, Esq.
Foley & Lardner, 777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367; (414) 271-2400
November 10, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP No. 461074 10 6 13D Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WPL Holdings, Inc.
IRS Employer Identification No. 39-1380265
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Wisconsin
7 SOLE VOTING POWER
NUMBER OF SHARES 1,903,293+
BENEFICIALLY OWNED
8 SHARED VOTING POWER
BY EACH REPORTING 0
PERSON WITH
9 SOLE DISPOSITIVE POWER
1,903,293+
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,903,293+
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
14 TYPE OF REPORTING PERSON*
CO
+ Beneficial ownership disclaimed. See Item 5 below.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $3.50 per
share ("IPC Common Stock"), of Interstate Power Company, a Delaware
corporation ("IPC"). The principal executive offices of IPC are located
at 1000 Main Street, P.O. Box 769, Dubuque, Iowa 52004-0769.
Item 2. Identity and Background.
This statement is being filed by WPL Holdings, Inc., a Wisconsin
corporation ("WPL"), which conducts its principal business and maintains
its principal office at 222 West Wisconsin Avenue, Madison, Wisconsin
53703. WPL is the holding company of Wisconsin Power and Light Company
("WP&LC") and its utility related subsidiaries and of Heartland
Development Corporation ("HDC"), the parent corporation for WPL's
nonutility businesses. WP&LC is a public utility engaged primarily in
generating, purchasing and selling electric energy in portions of southern
and central Wisconsin. It also purchases, distributes, transports and
sells natural gas in parts of such areas and supplies water in two
communities. Through a wholly owned subsidiary, WP&LC 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 name, business address or residence, present principal
occupation or employment, citizenship, and the name, principal business
and address of any corporation or other organization in which such
employment is conducted, of each executive officer and director of WPL are
set forth in Schedule A hereto which is incorporated herein by reference.
During the last five years, neither WPL nor, to the best of
WPL's knowledge, any of WPL's executive officers or directors (i) has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Concurrently with entering into the Merger Agreement (as defined
in Item 4 below), WPL was granted the Option (as defined in Item 4 below).
None of the triggering events permitting exercise of the Option have
occurred as of the date of this Schedule 13D. In the event the Option
becomes exercisable and WPL wishes to purchase for cash the IPC Common
Stock subject thereto, WPL will fund the exercise price from working
capital or through other sources, which could include borrowings.
Item 4. Purpose of Transaction.
WPL, IES Industries, Inc., a holding company incorporated under
the laws of the State of Iowa ("IES"), IPC and AMW Acquisition, Inc., a
wholly owned subsidiary of WPL incorporated under the laws of the State of
Delaware ("AMW"), have entered into an Agreement and Plan of Merger, dated
as of November 10, 1995 (the "Merger Agreement"), providing for (a) the
merger of IES with and into WPL, which merger will result in the
combination of WPL and IES as a single company (the "IES Merger"), and (b)
the merger of AMW with and into IPC, which merger will result in IPC
becoming a wholly owned subsidiary of WPL (the "IPC Merger", and together
with the IES Merger, the "Merger"). The Merger, which was unanimously
approved by the Board of Directors of each of the constituent companies,
is expected to close promptly after all of the conditions to the
consummation of the Merger, including obtaining all applicable regulatory
approvals, are fulfilled or waived. The regulatory approval process is
expected to take approximately 12 to 18 months.
In the Merger, WPL will change its name to Interstate Energy
Corporation ("Interstate Energy") and Interstate Energy, as the holding
company of the combined enterprise, will be registered under the Public
Utility Holding Company Act of 1935, as amended. Interstate Energy will
be the parent company of WPL's present principal utility subsidiary,
WP&LC, IES's present utility subsidiary, IES Utilities Inc. ("Utilities"),
and IPC. Following the Merger, the non-utility operations of WPL and IES,
HDC and IES Diversified Inc., respectively, will be combined under one
entity to manage the diversified operations of Interstate Energy.
Under the terms of the Merger Agreement, each outstanding share
of common stock, no par value, of IES will be cancelled and converted into
the right to receive .98 of a share of common stock, par value $.01 per
share, of Interstate Energy (the "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, par value $.01 per share, of WPL
("WPL Common Stock") will remain unchanged and outstanding as shares of
Interstate Energy Common Stock. As of the close of business on November
10, 1995, WPL had approximately 30.8 million common shares outstanding,
IES had approximately 29.3 million common shares outstanding and IPC had
approximately 9.6 million common shares outstanding. Based on such
capitalization, the Merger will result in the common shareowners of WPL
holding 43.9% of the common equity of Interstate Energy, the common
shareowners of IES receiving 40.9% of the common equity of Interstate
Energy and the common shareowners of IPC receiving 15.2% of the common
equity of Interstate Energy. Each outstanding share of preferred stock,
par value $50 per share, of IPC will be unchanged as a result of the
Merger and will remain outstanding. In this Schedule 13D, unless the
context otherwise requires, all references to Interstate Energy Common
Stock include, if applicable, the associated rights to purchase shares of
such common stock pursuant to the terms of the Rights Agreement between
WPL and Morgan Shareholder Services Trust Company, as Rights Agent
thereunder, dated as of February 22, 1989.
The cancellation and conversion of IPC Common Stock at the
effective time of the Merger into shares of Interstate Energy Common Stock
will cause IPC Common Stock to cease to be listed on the New York Stock
Exchange and to make IPC Common Stock eligible for termination
registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
The parties expect that the dividend at the effective time of
the Merger will be the dividend then being paid by WPL. Subsequent
dividend policy will be developed by the Board of Directors of Interstate
Energy.
The Merger is subject to customary closing conditions,
including, without limitation, the receipt of required shareowner
approvals of WPL, IES and IPC; and the receipt of all necessary
governmental approvals and the making of all necessary governmental
filings, including approvals of state utility regulators in Illinois,
Iowa, Minnesota and Wisconsin, the approval of the Federal Energy
Regulatory Commission, the Securities and Exchange Commission (the "SEC")
and the Nuclear Regulatory Commission, and the filing of the requisite
notification with the Federal Trade Commission and the Department of
Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the expiration of the applicable waiting period thereunder.
The Merger is also subject to receipt of opinions of counsel that the
Merger will qualify as a tax-free reorganization, and assurances from the
parties' independent accountants that the Merger will qualify as a pooling
of interests for accounting purposes. In addition, the Merger is
conditioned upon the effectiveness of a registration statement to be filed
by WPL with the SEC with respect to shares of the Interstate Energy Common
Stock to be issued in the Merger and the approval for listing of such
shares on the New York Stock Exchange. (See Article IX of the Merger
Agreement.) It is anticipated that shareowners will vote upon the Merger
at the upcoming annual meetings in the second quarter of 1996.
The Merger Agreement contains certain covenants of the parties
pending the consummation of the Merger. Generally, the parties must carry
on their businesses in the ordinary course consistent with past practice,
may not increase dividends on common stock in excess of current levels in
the case of IES and IPC and beyond a specified limit in the case of WPL,
and may not issue any capital stock beyond certain limits. The Merger
Agreement also contains restrictions on, among other things, charter and
bylaw amendments, acquisitions, capital expenditures, dispositions,
incurrence of indebtedness, certain increases in employee compensation and
benefits, and affiliate transactions. (See Article VII of the Merger
Agreement.)
The Merger Agreement provides that, after the effectiveness of
the Merger (the "Effective Time"), the corporate headquarters and
principal executive offices of Interstate Energy and WP&LC will remain in
Madison, Wisconsin, the headquarters of Utilities will remain in Cedar
Rapids, Iowa, and the headquarters of IPC will remain in Dubuque, Iowa.
Interstate Energy's Board of Directors, which will be divided into three
classes, will consist of a total of 15 directors, 6 of whom will be
designated by WPL, 6 of whom will be designated by IES and 3 of whom will
be designated by IPC. During the five year period following the Effective
Time or for such shorter period as Utilities, WP&LC and IPC maintain their
separate corporate existence, Interstate Energy will use its best efforts
to insure that the composition of the Board of Directors of each of
Utilities, WP&LC and IPC will be identical to the composition of the Board
of Directors of Interstate Energy. Mr. Lee Liu, the current Chairman of
the Board, President and Chief Executive Officer of IES, will serve as
Chairman of the Board of Directors of Interstate Energy for a period of
two years from the Effective Time. Mr. Wayne H. Stoppelmoor, the current
Chairman of the Board, President and Chief Executive Officer of IPC, will
serve as Vice Chairman of the Board of Directors of Interstate Energy for
a period of two years from the Effective Time. Mr. Erroll B. Davis, Jr.,
the current President and Chief Executive Officer of WPL, will become
President and Chief Executive Officer of Interstate Energy from the
Effective Time. Mr. Davis will also assume the position of Chairman of
the Board when Mr. Liu retires as Chairman. (See Article VIII of the
Merger Agreement.)
The Merger Agreement may be terminated under certain
circumstances, including (i) by mutual consent of the parties; (ii) by any
party if the Merger is not consummated by May 10, 1997 (provided, however,
that such termination date shall be extended to May 10, 1998 if all
conditions to closing the Merger, other than the receipt of certain
consents and/or statutory approvals by any of the parties, have been
satisfied by May 10, 1997); (iii) by any party if any of WPL's, IES's or
IPC's shareowners vote against the Merger or if any state or federal law
or court order prohibits the Merger; (iv) by a non-breaching party if
there exist breaches of any representations or warranties contained in the
Merger Agreement or in the Stock Option Agreements (as hereinafter
defined), as of the date thereof, which breaches, individually or in the
aggregate, would result in a material adverse effect on the breaching
party and which are not cured within twenty (20) days after notice; (v) by
a non-breaching party if there occur breaches of specified covenants in
the Merger Agreement or material breaches of any covenant or agreement in
the Merger Agreement or in the Stock Option Agreements which are not cured
within twenty (20) days after notice; (vi) by any party if the Board of
Directors of any other party shall withdraw or adversely modify its
recommendation of the Merger or shall approve or recommend any competing
transaction; or (vii) by any party, under certain circumstances, as a
result of a third-party tender offer or business combination proposal
which such party, pursuant to its directors' fiduciary duties, is, in the
opinion of such party's counsel and after the other parties have first
been given an opportunity to make concessions and adjustments in the terms
of the Merger Agreement, required to accept. (See Article X of the Merger
Agreement.)
The Merger Agreement provides that if a breach described in
clause (iv) or (v) of the previous paragraph occurs, then, if such breach
is not willful, the non-breaching party or parties will be entitled to
reimbursement of its or their out-of-pocket expenses, not to exceed $5
million to each non-breaching party. In the event of a willful breach,
the non-breaching party or parties will be entitled to its or their
out-of-pocket expenses (which shall not be limited to $5 million) and any
remedies it or they may have at law or in equity, and provided that if, at
the time of the breaching party's or parties' willful breach, there shall
have been a third party tender offer or business combination proposal
which shall not have been rejected by the breaching party or parties or
withdrawn by the third party, and within two and one-half years of any
termination by the non-breaching party or parties, the breaching party or
parties accept an offer to consummate or consummates a business
combination with such third party, then such breaching party or parties,
upon the closing of such business combination, will pay to the
non-breaching party or parties an additional aggregate fee equal to $25
million, if WPL or IES is the breaching party, or $12.5 million, if IPC is
the breaching party. The Merger Agreement also requires payment of an
aggregate termination fee of $25 million, if WPL or IES is the Target
Party (as hereinafter defined), or $12.5 million, if IPC is the Target
Party, together with reimbursement of out-of-pocket expenses, by one party
(the "Target Party") to the other parties in the following circumstances:
(1) the Merger Agreement is terminated (x) as a result of the acceptance
by the Target Party of a third-party tender offer or business combination
proposal, (y) following a failure of the shareowners of the Target Party
to grant their approval to the Merger or (z) as a result of the Target
Party's material failure to convene a shareowner meeting, distribute proxy
materials and, subject to its board of directors' fiduciary duties,
recommend the Merger to its shareowners; (2) at the time of such
termination or prior to the meeting of such party's shareowners there
shall have been a third-party tender offer or business combination
proposal which shall not have been rejected by the Target Party or
withdrawn by such third party; and (3) within two and one-half years of
any such termination described in clause (1) above, the Target Party
accepts an offer to consummate or consummates a business combination with
such third party. The applicable termination fee and out-of-pocket
expenses referred to in the previous sentence will be paid at the closing
of such third-party business combination. The termination fees payable by
WPL, IES and/or IPC under the foregoing provisions plus the aggregate
amount which could be payable by WPL, IES and/or IPC under the Stock
Option Agreements may not exceed $40 million (for WPL or IES) or $20
million (for IPC) in the aggregate. In addition to the foregoing, if the
Merger Agreement is terminated under circumstances that give rise to the
payment of the termination fee discussed above by any party and within
nine months of such termination one of the non-terminating parties is
acquired by the same third party offeror, the sole remaining party will be
entitled to (i) a second termination fee of $25 million, if WPL or IES is
the second target party, or $12.5 million if IPC is the second target
party, on the signing of a definitive agreement relating to such business
combination, and (ii) payment of any termination fee paid to such second
target party by the original terminating party (i.e., first Target Party)
pursuant to the termination of the Merger Agreement. If only one party
must pay expenses, or is entitled to receive a termination fee as set
forth above, such party will pay or receive one hundred percent (100%) of
the applicable expenses or fee. If two parties are required to pay
expenses or entitled to receive any such fee, each such party's percentage
of such expenses or fee will equal a fraction, the numerator of which
shall be, in the case of IES or IPC, the number of shares of Interstate
Energy Common Stock which would have been issuable (on a fully diluted
basis) to such party's shareowners, or, in the case of WPL, the number of
shares of Interstate Energy Common Stock (on a fully diluted basis) that
would have been retained by its shareowners, had the effective time of the
Merger occurred at the time the Merger Agreement is terminated, and the
denominator of which will be the aggregate number of shares of Interstate
Energy Common Stock that would have been issuable to or retained by (in
either case on a fully diluted basis) the shareowners of the two parties
required to pay expenses or entitled to receive such fee had the effective
time of the Merger occurred at the time the Merger Agreement is
terminated. (See Article X of the Merger Agreement.)
Concurrently with the Merger Agreement, WPL, IES and IPC entered
into reciprocal option grantor/option holder stock option and trigger
payment agreements each granting the other two parties, for no additional
consideration, an irrevocable option to purchase a specified percentage of
up to that number of shares of common stock of the granting company which
equals a collective aggregate of 19.9% of the number of shares of common
stock of the granting company outstanding on November 10, 1995 (the "Stock
Option Agreements"). Specifically, under the Stock Option Agreement by
and among IPC and WPL (the "IPC/WPL Stock Option Agreement"), IPC granted
WPL an irrevocable option to purchase (the "Option") a specified
percentage of up to 1,903,293 shares (subject to adjustment for changes in
capitalization) of IPC Common Stock at an exercise price of $28.9375 per
share (the "Exercise Price") under certain circumstances if the Merger
Agreement becomes terminable by WPL as a result of IPC's breach or as a
result of IPC becoming the subject of a third-party proposal for a
business combination. If WPL is entitled to exercise its Option and IES
is not entitled to exercise its option for IPC Common Stock, the Option
will be for one hundred percent (100%) of the shares of IPC Common Stock
set forth above. If both WPL and IES are entitled to exercise their
options to purchase IPC Common Stock, the percentage of the number of
shares of IPC Common Stock specified above that WPL may purchase upon
exercise of the Option will equal a fraction, the numerator of which will
be the number of shares of Interstate Energy Common Stock (on a fully
diluted basis) that would have been retained by WPL's shareowners had the
effective time of the Merger occurred as of the date on which the exercise
notice under the IPC/WPL Stock Option Agreement is delivered or the date
on which demand for cash settlement (as described below) of the Option is
given, as the case may be, and the denominator of which will be the
aggregate number of shares of Interstate Energy Common Stock that would
have been issuable to or retained by (in either case on a fully diluted
basis) the shareowners of WPL and IES had the effective time of the Merger
occurred as of the date on which the exercise notice is delivered or the
date on which demand for the cash settlement is given, as the case may be.
The Exercise Price is payable, at WPL's election, either in cash or in
shares of WPL Common Stock. If the Option becomes exercisable, WPL (i)
will have the right to receive, under certain circumstances, a cash
settlement that would pay to WPL the difference between the Exercise Price
and the then current market price of IPC Common Stock and (ii) may request
that IPC repurchase from WPL all or any portion of the Option (or if the
Option is exercised, to repurchase from WPL all or any portion of the
acquired shares of IPC Common Stock) at the price specified in the IPC/WPL
Stock Option Agreement.
Each party to each of the Stock Option Agreements agreed to
vote, prior to November 10, 2000 (the "Expiration Date"), any shares of
capital stock of the other party or parties acquired by such party
pursuant to the Stock Option Agreements or otherwise beneficially owned by
such party on each matter submitted to a vote of shareowners of such other
party or parties for and against such matter in the same proportion as a
vote of all other shareowners of such other party or parties is voted for
and against such matter.
The Stock Option Agreements provide that, prior to the
Expiration Date, none of WPL, IES or IPC shall sell, assign, pledge, or
otherwise dispose of or transfer the shares they acquire pursuant to the
Stock Option Agreements (collectively, the "Restricted Shares") except as
otherwise specifically provided in the Stock Option Agreements. In
addition to the cash settlement and repurchase rights mentioned above,
subsequent to the termination of the Merger Agreement, each of the parties
will have the right to have such shares of any of the other parties
registered under the Securities Act of 1933, as amended, for sale in a
public offering, unless the issuer of the shares elects to repurchase them
at their then market value. The Stock Option Agreements also provide
that, following the termination of the Merger Agreement, any party may
sell any Restricted Shares pursuant to a tender or exchange offer approved
or recommended, or otherwise determined to be fair and in the best
interests of such other party's or parties' shareowners, by a majority of
the Board of Directors of such other party or parties.
WPL, IES and IPC recognize that the divestiture of their
existing gas operations and certain non-utility operations is a
possibility under the new registered holding company structure, but will
seek approval from the SEC to maintain such businesses. If divestiture is
ultimately required, the SEC has historically allowed companies sufficient
time to accomplish divestitures in a manner that protects shareowner
value.
The Merger Agreement, the press release issued in connection
therewith and the Stock Option Agreements are incorporated herein by
reference to Exhibits (2.1), (99), (2.2), (2.3), (2.4), (2.5), (2.6) and
(2.7), respectively, to WPL's Current Report on Form 8-K, dated November
10, 1995, as filed with the SEC on November 17, 1995. The brief summaries
of the material provisions of the Merger Agreement and the Stock Option
Agreements set forth above are qualified in their entirety by reference to
each respective agreement.
Except as set forth in this Item 4, the Merger Agreement or the
IPC/WPL Stock Option Agreement, neither WPL nor, to the best of WPL's
knowledge, any of WPL's executive officers or directors, has any present
plans or proposals which relate to or would result in any of the actions
described in clauses (a) through (j) of Item 4 of Schedule 13D under the
Exchange Act.
Item 5. Interest in Securities of the Issuer.
(a) and (b): By reason of the IPC/WPL Stock Option Agreement, pursuant
to Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, WPL may be
deemed to have sole voting and dispositive power with respect to the IPC
Common Stock subject to the Option and, accordingly, may be deemed to
beneficially own 1,903,293 shares of IPC Common Stock, or approximately
16.6% of the IPC Common Stock outstanding on November 10, 1995 assuming
exercise of the Option and the nontriggering of IES's right to exercise
its option for IPC Common Stock. However, WPL expressly disclaims any
beneficial ownership of the 1,903,293 shares of IPC Common Stock which may
be obtainable by WPL upon exercise of the Option, because the Option is
exercisable only in the circumstances set forth in Item 4, none of which
has occurred as of the date hereof. Furthermore, even if the events did
occur which rendered the Option exercisable, WPL believes it would be a
practical impossibility to obtain the regulatory approvals necessary to
acquire shares of IPC Common Stock pursuant to the Option within 60 days.
Except as set forth above, neither WPL nor, to the best of WPL's
knowledge, any of WPL's executive officers or directors, owns any IPC
Common Stock.
(c): Except as set forth above, neither WPL nor, to the best of WPL's
knowledge, any of WPL's executive officers or directors, has affected any
transaction in the IPC Common Stock during the past 60 days.
(d): So long as WPL has not purchased the IPC Common Stock subject to
the Option, WPL does not have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, any of
the IPC Common Stock.
(e): Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The Merger Agreement contains certain customary restrictions on
the conduct of the business of IPC pending the Merger, including certain
customary restrictions relating to the IPC Common Stock. Except as
provided in the Merger Agreement, the Stock Option Agreements or as set
forth herein, neither WPL, nor, to the best of WPL's knowledge, any of
WPL's executive officers or directors, has any contracts, arrangements,
understandings or relationships (legal or otherwise), with any person with
respect to any securities of IPC, including, but not limited to, transfer
or voting of any securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
The exhibits listed in the accompanying Exhibit Index are
incorporated in this Schedule 13D by reference to the WPL (File No. 1-
9894) filing set forth therein.
<PAGE>
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: November 17, 1995
WPL HOLDINGS, INC.
By: /s/ Edward M. Gleason
Edward M. Gleason
Vice President, Treasurer
and Corporate Secretary
<PAGE>
SCHEDULE A
Set forth below is the name, business address or residence,
present principal occupation or employment, and the name, principal
business and address of any corporation or other organization in which
such employment is conducted, of each of the directors and executive
officers of WPL. Each of the directors and executive officers of WPL is a
citizen of the United States. If no address is given, the director's or
executive officer's business address is WPL Holdings, Inc., 222 West
Washington Avenue, Madison, Wisconsin 53703. Unless otherwise indicated,
each occupation set forth opposite an executive officer's name refers to
employment with WPL.
Name Present Principal Occupation or Employment
and Address
Directors of WPL
Erroll B. Davis, Jr. President and Chief Executive Officer, WPL
and WP&LC; Chairman of the Board, HDC
L. David Carley Consultant and Financial Advisor (to small
businesses, institutions and associations
specializing in higher education and health
delivery), 2019 Pine Street, Philadelphia, PA
19103
Rockne G. Flowers President and Director, Nelson Industries,
Inc. (a muffler, filter, industrial silencer,
and active sound and vibration control
technology and manufacturing firm), 3039
Shadyside Drive, Stoughton, Wisconsin 53589
Donald R. Haldeman Executive Vice President and Chief Executive
Officer, Rural Insurance Companies (a mutual
insurance group), 7010 Mineral Point Road,
Madison, Wisconsin 53717
Katharine C. Lyall President, University of Wisconsin
System,1720 Van Hise Hall, 1220 Linden Drive,
Madison, Wisconsin 53706
Arnold M. Nemirow President and Chief Executive Officer,
Bowater, Inc. (pulp and paper manufacturer),
55 East Camperdown Way, Greenville, South
Carolina 29602
Milton E. Neshek President, Chief Executive Officer and
Director, Godfrey, Neshek, Worth & Leibsle,
S.C. (law firm), 11 North Wisconsin, Elkhorn,
Wisconsin 53121; and General Counsel,
Assistant Secretary and Manager, New Market
Development, Kikkoman Foods, Inc. (a food
product manufacturer)
Henry C. Prange Director and Retired Chairman of the Board,
H.C. Prange Company (retail stores), 7905
CocoBay Drive, Naples, Florida 33963
Judith D. Pyle Vice Chair and Senior Vice President of
Corporate Marketing, Rayovac Corporation (a
battery and lighting products manufacturer),
601 Rayovac Drive, Madison, Wisconsin 53711-
2497
Carol T. Toussaint Consultant (to non-profit groups on board
organization, fund development and public
relations), 1209 Burning Wood Way, Madison,
Wisconsin 53704
Executive Officers of WPL
Erroll B. Davis, Jr. President and Chief Executive Officer
Lance W. Ahearn President and Chief Executive Officer of HDC
Edward M. Gleason Vice President, Treasurer and Corporate
Secretary
William D. Harvey Senior Vice President of WP&LC
Eliot G. Protsch Senior Vice President of WP&LC
A.J. (Nino) Amato Senior Vice President of WP&LC
Daniel A. Doyle Vice President-Finance, Controller and
Treasurer of WP&LC
Steven F. Price Assistant Corporate Secretary and Assistant
Treasurer
<PAGE>
WPL HOLDINGS, INC.
EXHIBIT INDEX TO SCHEDULE 13D
Exhibit
(2.1) Agreement and Plan of Merger, dated as of November 10,
1995, by and among WPL Holdings, Inc., IES Industries
Inc., Interstate Power Company and AMW Acquisition,
Inc. [Incorporated by reference to Exhibit (2.1) to
WPL Holdings, Inc.'s Current Report on Form 8-K, dated
November 10, 1995]
(2.2) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, by
and among WPL Holdings, Inc. and IES Industries Inc.
[Incorporated by reference to Exhibit (2.2) to WPL
Holdings, Inc.'s Current Report on Form 8-K, dated
November 10, 1995]
(2.3) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, by
and among WPL Holdings, Inc. and Interstate Power
Company. [Incorporated by reference to Exhibit (2.3)
to WPL Holdings, Inc.'s Current Report on Form 8-K,
dated November 10, 1995]
(2.4) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, by
and among IES Industries Inc. and WPL Holdings, Inc.
[Incorporated by reference to Exhibit (2.4) to WPL
Holdings, Inc.'s Current Report on Form 8-K, dated
November 10, 1995]
(2.5) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, by
and among IES Industries Inc. and Interstate Power
Company. [Incorporated by reference to Exhibit (2.5)
to WPL Holdings, Inc.'s Current Report on Form 8-K,
dated November 10, 1995]
(2.6) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, by
and among Interstate Power Company and WPL Holdings,
Inc. [Incorporated by reference to Exhibit (2.6) to
WPL Holdings, Inc.'s Current Report on Form 8-K, dated
November 10, 1995]
(2.7) Option Grantor/Option Holder Stock Option and Trigger
Payment Agreement, dated as of November 10, 1995, by
and among Interstate Power Company and IES Industries
Inc. [Incorporated by reference to Exhibit (2.7) to
WPL Holdings, Inc.'s Current Report on Form 8-K, dated
November 10, 1995]
(99) WPL Holdings, Inc., IES Industries Inc. and Interstate
Power Company Press Release, dated November 11, 1995.
[Incorporated by reference to Exhibit (99) to WPL
Holdings, Inc.'s Current Report on Form 8-K, dated
November 10, 1995]
