SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INTERSTATE POWER COMPANY
(Name of Issuer)
Common Stock, $3.50 par value
(Title of Class of Securities)
461074 10 6
(CUSIP Number)
IES INDUSTRIES INC.
Blake O. Fisher, Jr.
Executive Vice President and Chief Financial Officer
IES Tower, Cedar Rapids, Iowa 52401
(319) 398-4411
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Stephen R. Rusmisel, Esq.
WINTHROP, STIMSON, PUTNAM & ROBERTS
One Battery Park Plaza
New York, New York 10004
(212) 858-1442
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 Statement because of Rule
13d-1(b)(3) or (4), check the following: |_|
Check the following box if a fee is being paid with this Statement: |X|
(Page 1 of 12 Pages)
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(Page 2 of 12 pages)
- ----------------------------- ------------------
CUSIP No. 461074 10 6 13D Page 2 of 12 Pages
- ----------------------------- ------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IES Industries Inc. (42-1271452)
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
- -------------------------------------------------------------------------------
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)
|_|
N/A
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Iowa
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,903,293*
NUMBER OF ----------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 0
REPORTING ----------------------------------
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*
o
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
16.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Beneficial ownership disclaimed. See Item 5 below.
<PAGE>
(Page 3 of 12 pages)
Item 1. Security and Issuer.
This Statement relates to the common stock, $3.50 par value,
of Interstate Power Company ("IPC Common Stock"), 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 IES Industries, Inc., a
holding company incorporated in Iowa ("IES"), which conducts its principal
business and maintains its principal office at IES Tower, Cedar Rapids, Iowa
52401. IES's wholly-owned subsidiaries are IES Utilities, Inc, an Iowa
corporation ("Utilities") and IES Diversified Inc., an Iowa corporation
("Diversified"). Utilities is primarily an electric and natural gas utility
company operating in the State of Iowa, which serves approximately 330,000
electric and 173,000 natural gas retail customers, as well as 32 resale
customers in more than 550 Iowa communities. Diversified is a holding company
for subsidiaries engaged in non-utility operations, including oil and gas
production and marketing, independent power generation, railroad and other
transportation businesses in the Midwest and local real estate development.
The name, business address, 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 IES are set forth in Schedule A hereto which
is incorporated herein by reference.
During the past five years, neither IES nor, to the best of
its knowledge, any of IES'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 (defined
in Item 4 below), IES was granted the Option (defined in Item 4 below). None of
the triggering events permitting the exercise of the Option have occurred as of
the date of this Schedule 13D. In the event that the Option becomes exercisable
and IES wishes to purchase for cash the IPC Common Stock subject thereto, IES
will fund the exercise price from working capital or through other sources,
which could include borrowings.
Item 4. Purpose of Transaction.
IES, IPC, WPL Holdings, Inc., a Wisconsin corporation ("WPL"),
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 IES and WPL 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.
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(Page 4 of 12 pages)
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, Utilities, and IPC. Following the Merger, the non-utility operations
of WPL and IES, HDC and Diversified, 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 IES Common Stock 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
common stock, par value $3.50 per share, of IPC 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 of 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 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
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(Page 5 of 12 pages)
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. 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
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(Page 6 of 12 pages)
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 IES (the "IPC/IES Stock Option Agreement"), IPC granted IES 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 IES 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 IES is entitled to exercise its Option
and WPL 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 IES and WPL 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 IES 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 IES's
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(Page 7 of 12 pages)
shareowners had the effective time of the Merger occurred as of the date on
which the exercise notice under the IPC/IES 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 IES and WPL 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 IES's election, either in cash or in shares of IES Common Stock. If
the Option becomes exercisable, IES (i) will have the right to receive, under
certain circumstances, a cash settlement that would pay to IES the difference
between the Exercise Price and the then current market price of IPC Common Stock
and (ii) may request that IPC repurchase from IES all or any portion of the
Option (or if the Option is exercised, to repurchase from IES all or any portion
of the acquired shares of IPC Common Stock) at the price specified in the
IPC/IES 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 IES's Current Report on Form 8-K, dated and 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 and as otherwise
contemplated by the Merger Agreement and the IPC/IES Stock Option Agreement,
neither IES nor, to the best of its knowledge, any of IES's executive officers
or directors, has any other present plans or proposals which would result in or
relate to any of the actions described in paragraphs (a) through (j) of Item 4
of Schedule 13D under the Exchange Act.
Item 5. Interest in Securities of the Issuer.
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(Page 8 of 12 pages)
(a) and (b): By reason of the IPC/IES Stock Option Agreement, pursuant to Rule
13d-3(d)(1)(i) promulgated under the Exchange Act, IES 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 WPL's right to exercise its option for IPC Common Stock.
However, IES expressly disclaims any beneficial ownership of the 1,903,293
shares of IPC Common Stock which may be obtainable by IES 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, IES 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 IES nor, to the best of
IES's knowledge, any of IES's executive officers or directors, owns any IPC
Common Stock.
(c): Except as set forth above, neither IES nor, to the best of IES's knowledge,
any of IES's executive officers or directors, has affected any transaction in
the IPC Common Stock during the past 60 days.
7(d): So long as IES has not purchased the IPC Common Stock subject to the
Option, IES 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 IES, nor, to the best of IES's knowledge, any of IES'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 IES (File No. 1-9187)
filing set forth therein.
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(Page 9 of 12 pages)
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 21, 1995
IES INDUSTRIES INC.
By: /S/ BLAKE O. FISHER, JR.
------------------------
Blake O. Fisher, Jr.
Executive Vice President and
Chief Financial Officer
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(Page 10 of 12 pages)
SCHEDULE A
The following information sets forth the name, citizenship,
business address and present principal occupation of each of the directors and
executive officers of IES. Each of the directors and executive officers of IES
is a citizen of the United States. Each of the executive officer's business
address is IES Tower, Cedar Rapids, Iowa 52401, unless otherwise indicated.
Name and Business Address Present Principal Occupation
Directors of IES Industries Inc.
Mr. Lee Liu
IES Industries Inc.
200 First Street SE Chairman of the Board, President and
Cedar Rapids, IA 52401 Chief Executive Officer
Mr. Blake O. Fisher, Jr.
IES Industries Inc.
200 First Street SE Executive Vice President and
Cedar Rapids, IA 52401 Chief Financial Officer
Mr. C.R.S. Anderson
1245 Par View Drive
Sanibel, FL 33957 Retired Chairman
Mr. Wayne Bevis
Pella Corporation
102 Main Street
Pella, IA 50219 Vice Chairman and CEO
Dr. George Daly
44 West Fourth Street
Suite 11-160
Leonard Stern School of Business Dean, Leonard Stern School of Business
New York University
New York, NY 10012-1126
Mr. G. Sharp Lannom IV
DeLong Sportswear, Inc.
733 Broad Street
P.O. Box 270
Grinnell, IA 50112 President and CEO
Mr. Jack R. Newman
Morgan, Lewis & Bockius
1800 M Street N.W.
Washington, D.C. 20036-5869 Partner
Mr. Robert D. Ray
IASD Health Services, Inc.
636 Grand Avenue - 21st Floor
Des Moines, IA 50309 President and CEO
Mr. David Q. Reed
Mark Twain Tower, Suite 1210
106 West 11th Street
Kansas City, MO 64105 Attorney
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(Page 11 of 12 pages)
Mr. Henry Royer
River City Bank
2485 Natomas Park Drive
Sacremento, CA 95833 President and CEO
Mr. Robert W Schlutz
Schlutz Enterprises
14812 N. Avenue
P.O. Box 269
Columbus Junction, IA 52738 President
Mr. Anthony R. Weiler
Heilig Meyers Co.
2235 Staples Mill Rd.
Richmond, VA 23230 Senior Vice President, Merchandising
Executive Officers of IES Industries Inc.
Mr. Lee Liu Chairman of the Board, President and
Chief Executive Officer
Mr. Blake O. Fisher, Jr. Executive Vice-President and Chief
Financial Officer
Mr. Larry D. Root Executive Vice President
Mr. Stephen W. Southwick Vice President, General Counsel and
Secretary
Mr. Dean E. Ekstrom Vice President, Management Systems
Mr. Peter W. Dietrich Vice President, Corporate Development
Mr. Richard A. Gabbianelli Controller, Chief Accounting Officer
Mr. Dennis B. Vass Treasurer
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(Page 12 of 12 pages)
IES INDUSTRIES INC.
SCHEDULE 13D
EXHIBIT INDEX
Exhibit
Number Document
(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 IES Industries
Inc.'s Current Report on Form 8-K, dated November 17, 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 IES Industries Inc.'s Current
Report on Form 8-K, dated November 17, 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 IES Industries Inc.'s Current
Report on Form 8-K, dated November 17, 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 IES Industries Inc.'s Current
Report on Form 8-K, dated November 17, 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 IES Industries Inc.'s Current
Report on Form 8-K, dated November 17, 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 IES Industries Inc.'s Current
Report on Form 8-K, dated November 17, 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 IES Industries Inc.'s Current
Report on Form 8-K, dated November 17, 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 IES Industries Inc.'s Current
Report on Form 8-K, dated November 17, 1995]
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