SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)
IES Industries Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
44949M 10 3
(CUSIP Number)
Wayne H. Stoppelmoor
President and Chief Executive Officer
Interstate Power Company
1000 Main Street
P.O. Box 769
Dubuque, Iowa 52004-0769
Tel. (319) 582-5421
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
John T. O'Connor, Esq.
Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, New York 10005
Tel. (212) 530-5000
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/.
SCHEDULE 13D
CUSIP NO.: 44949M 10 3
(1) NAME OF REPORTING PERSON:
INTERSTATE POWER COMPANY
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
IRS No. 42-0329500
(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 ITEM 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 5,861,115*
(8) SHARED VOTING POWER:
(9) SOLE DISPOSITIVE POWER: 5,861,115*
(10) SHARED DISPOSITIVE POWER:
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 5,861,115*
(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.
Item 1. Security and Issuer.
The class of equity securities to which this Statement
relates is the common stock, no par value ("IES Common Stock"),
of IES Industries Inc., an Iowa corporation ("IES"), which has
its principal executive offices at IES Tower, 200 First Street,
S.E., Cedar Rapids, Iowa 52401.
Item 2. Identity and Background.
This Statement is being filed by Interstate Power
Company, a Delaware corporation ("IPC"), which conducts its
principal business and maintains its principal office at 1000
Main Street, P.O. Box 769, Dubuque, Iowa 52004-0769. IPC is
engaged in the generation, purchase, transmission, distribution
and sale of electricity, and the distribution, transportation and
sale of natural gas primarily within the State of Iowa. IPC is
also qualified to do business in the States of Minnesota and
Illinois.
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 IPC are set forth in Schedule A
hereto which is incorporated herein by reference.
During the last five years, neither IPC nor, to the
best of its knowledge, any of IPC'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), IPC was granted the Option (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 that the Option becomes exercisable and IPC wishes
to purchase for cash the IES Common Stock subject thereto, IPC
will fund the exercise price from working capital or through
other sources, which could include borrowings.
Item 4. Purpose of Transaction.
IES, WPL Holdings, Inc., a holding company incorporated
under the laws of the State of Wisconsin ("WPL"), 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, Wisconsin Power and
Light Company ("WP&LC"), IES's present utility subsidiary, IES
Utilities Inc. ("Utilities"), and IPC. Following the Merger, the
non-utility operations of WPL and IES, Heartland Development
Corporation 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 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 (the "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, $.01 par value, of WPL 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 IES Common Stock at
the effective time of the Merger into shares of Interstate Energy
Common Stock will cause IES Common Stock to cease to be listed on
the New York Stock Exchange and to make IES 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 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. 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 the Target Party
referred to above 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 IES and IPC (the "IES/IPC Stock Option
Agreement"), IES granted IPC an irrevocable option to purchase
(the "Option") a specified percentage of up to 5,861,115 shares
(subject to adjustment for changes in capitalization) of IES
Common Stock at an exercise price of $26.7125 per share (the
"Exercise Price") under certain circumstances if the Merger
Agreement becomes terminable by IPC as a result of IES's breach
or as a result of IES becoming the subject of a third-party
proposal for a business combination. If IPC is entitled to
exercise its Option and WPL is not entitled to exercise its
option for IES Common Stock, the Option will be for one hundred
percent (100%) of the shares of IES Common Stock set forth above.
If both IPC and WPL are entitled to exercise their options to
purchase IES Common Stock, the percentage of the number of shares
of IES Common Stock specified above that IPC 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 issuable to
IPC's shareowners had the effective time of the Merger occurred
as of the date on which the exercise notice under the IES/IPC
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 IPC 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 cash
settlement is given, as the case may be. The Exercise Price is
payable, at IPC's election, either in cash or in shares of IPC
Common Stock. If the Option becomes exercisable, IPC (i) will
have the right to receive, under certain circumstances, a cash
settlement that would pay to IPC the difference between the
Exercise Price and the then current market price of IES Common
Stock and (ii) may request that IES repurchase from IPC all or
any portion of the Option (or if the Option is exercised, to
repurchase from IPC all or any portion of the acquired shares of
IES Common Stock) at the price specified in the IES/IPC 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 the 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.
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 IPC's
Current Report on Form 8-K, dated November 10, 1995, as filed
with the SEC on November 20, 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 IES/IPC Stock Option Agreement, neither IPC nor,
to the best of its knowledge, any of IPC's executive officers or
directors, has any 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.
(a)-(b) By reason of the IES/IPC Stock Option
Agreement, pursuant to Rule 13d-3(d)(1)(i) promulgated under the
Exchange Act, IPC may be deemed to have sole voting and
dispositive power with respect to the IES Common Stock subject to
the Option and, accordingly, may be deemed to beneficially own
5,861,115 shares of IES Common Stock, or approximately 16.6% of
the IES Common Stock outstanding on November 10, 1995 assuming
exercise of the Option and the nontriggering of WPL's right to
exercise its option for IES Common Stock. However, IPC expressly
disclaims any beneficial ownership of the 5,861,115 shares of IES
Common Stock which may be obtainable by IPC 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 events did occur which
rendered the Option exercisable, IPC believes it would be a
practical impossibility to obtain the regulatory approvals
necessary to acquire shares of IES Common Stock pursuant to the
Option within 60 days.
Except as set forth on Schedule B, neither IPC nor, to
the best of IPC's knowledge, any of IPC's executive officers or
directors, owns any IES Common Stock.
(c) Except as set forth above, neither IPC nor, to the
best of IPC's knowledge, any of IPC's executive officers or
directors, has effected any transaction in the IES Common Stock
during the past 60 days.
(d) So long as IPC has not purchased the IES Common
Stock subject to the Option, IPC 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 IES Common Stock.
(e) Inapplicable.
Item 6. Relationships With Respect to Securities of the Issuer.
The Merger Agreement contains certain customary
restrictions on the conduct of the business of IES pending the
Merger, including certain customary restrictions relating to the
IES Common Stock. Except as provided in the Merger Agreement,
the Stock Option Agreements or as set forth herein, neither IPC,
nor, to the best of IPC's knowledge, any of IPC's executive
officers or directors, has any contracts, arrangements,
understandings, or relationships (legal or otherwise), with any
person with respect to any securities of IES, including, but not
limited to, transfer or voting of any securities, finder's fees,
joint ventures, loan or option arrangements, 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 herein by reference to the IPC (File No. 1-3632)
filing set forth therein.
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 20, 1995
INTERSTATE POWER COMPANY
By: /s/ Wayne H. Stoppelmoor
Wayne H. Stoppelmoor
Chairman of the Board,
President and Chief
Executive Officer
SCHEDULE A
The following information sets forth the name, business
address, 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 IPC. Each of the
directors and executive officers of IPC is a citizen of the
United States. Each of the executive officer's business address
is 1000 Main Street, P.O. Box 769, Dubuque, Iowa 52004-0769,
unless otherwise indicated.
Directors
Alan B. Arends
President
Arends Associates, Inc.
201 E. Clark St.
Albert Lea, Minnesota 56007
James E. Byrns
Chairman and Chief Executive Officer
Custom-Pak, Inc.
P.O. Box 3083
Clinton, Iowa 52732
Alfred D. Cordes
Retired Vice President-Interstate Power Company
218 Southgate
Dubuque, Iowa 52003
Joyce L. Hanes
Director and Past Chairman of the Board
Midwest Wholesale, Inc.
201 8 SW
Mason City, Iowa 50401
Gerald L. Kopischke
Vice President - Electric Operations
Interstate Power Company
Dubuque, Iowa 52004-0769
Nicholas J. Schrup
Chairman of the Board
American Trust and Savings Bank
895 Town Clock Plaza
P.O. Box 938
Dubuque, Iowa 52004-0938
Wayne H. Stoppelmoor
Chairman of the Board,
President and Chief Executive Officer
Interstate Power Company
Dubuque, Iowa 52004-0769
Officers
Michael R. Chase
Executive Vice President
Richard R. Ewers
Vice President - Administrative Services
Donald E. Hamill
Vice President - Budgets and Regulatory Affairs
Donald D. Jannette
Assistant Secretary and Assistant Treasurer
Gerald L. Kopischke
Vice President - Electric Operations
Joseph C. McGowan
Secretary and Treasurer
Ray P. Richards
Vice President - Gas Operations
Wayne H. Stoppelmoor
Chairman of the Board, President and Chief Executive Officer
William C. Troy
Controller
SCHEDULE B
Name Shares Owned Percentage of Class
NONE
INTERSTATE POWER COMPANY
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
Interstate Power Company's November 10, 1995 Form 8-K)
(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
Interstate Power Company's November 10, 1995 Form 8-K)
(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 Interstate Power Company's November 10, 1995
Form 8-K)
(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
Interstate Power Company's November 10, 1995 Form 8-K)
(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 Interstate Power Company's November 10, 1995
Form 8-K)
(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
Interstate Power Company's November 10, 1995 Form 8-K)
(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
Interstate Power Company's November 10, 1995 Form 8-K)
(99) WPL Holdings, Inc., IES Industries and Interstate Power
Company Press Release, dated November 11, 1995.
(Incorporated by reference to Exhibit (99) to
Interstate Power Company's November 10, 1995 Form 8-K)
____________________
* Certain of the schedules and exhibits to this document are
not being filed herewith. The Registrant agrees to furnish
supplementally a copy of any such omitted schedule or
exhibit to the Securities and Exchange Commission upon
request.
