IMPORTANT !
PLEASE SEND IN YOUR PROXY
You are urged to sign and send in your proxy at once even though you now
plan to attend the meeting. If you are present at the meeting you may, at
your option (by filing written notice thereof, or a later valid proxy, with
the Secretary of the Company), void your prior proxy and you may then vote
personally on all matters brought before the meeting.
Attention to this request will reduce the expense incident to a
follow-up solicitation of proxies.
<PAGE>
INTERSTATE POWER COMPANY
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
(INSERT LOGO HERE)
Annual Meeting
of Stockholders
May 2, 1995
<PAGE>
INTERSTATE POWER COMPANY
1000 Main Street
P.O. Box 769
Dubuque, Iowa 52004-0769
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Holders of Common Stock of
INTERSTATE POWER COMPANY:
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of
Interstate Power Company, a Delaware Corporation, will be held in the
Interstate Power Company Meeting Room, 1000 Main Street, Dubuque, Iowa, on
Tuesday, the second day of May 1995, at two o'clock in the afternoon,
Central Daylight Time, for the purpose of considering and voting with
respect to the following matters:
1. The election of two Class I directors to hold office for a term
of three years expiring at the annual meeting of stockholders of the
Company to be held in 1998, and until their respective successors
shall have been duly elected and qualified;
2. The transaction of such other business as may properly be
presented to the meeting. The Company's Board of Directors at this
time knows of no such other business.
For further information with respect to the foregoing, reference is
made to the attached Proxy Statement relating to the meeting.
In accordance with the provisions of the Restated Certificate of
Incorporation, as amended, and the By-Laws, as amended, of the Company, the
Board of Directors has determined that only holders of Common Stock of
record at the close of business on March 3, 1995, will be entitled to
notice of and to vote at the meeting.
If you do not expect to be present at the meeting, please execute the
enclosed proxy and return it promptly in the accompanying addressed
envelope. Your attention is directed to the attached Proxy Statement.
INTERSTATE POWER COMPANY
By J.C. McGOWAN
Secretary
Dated, March 20, 1995
<PAGE>
INTERSTATE POWER COMPANY
1000 Main Street
P.O. Box 769
Dubuque, Iowa 52004-0769
PROXY STATEMENT
MAILING DATE: MARCH 20,1995
ANNUAL MEETING OF STOCKHOLDERS: MAY 2, 1995
This Proxy Statement is furnished to the holders of common stock of
Interstate Power Company in connection with the solicitation of the
enclosed proxy for use at the annual meeting of stockholders of the Company
to be held on May 2, 1995, or any adjournment or adjournments thereof.
An Annual Report to stockholders, including financial statements,
which is not intended as a portion of the proxy material was mailed to the
stockholders of the Company commencing March 18, 1995.
PROXIES
The enclosed proxy is solicited by and on behalf of the management of
the Company.
Every proxy delivered, pursuant to this solicitation, is revocable at
any time before the authority granted by the proxy is exercised, at the
option of the person executing the same, by filing written notice thereof,
or a later valid proxy, with the Secretary of the Company.
In addition to the use of the mails, proxies may be solicited by
personal interview, or by telephone, facsimile, or telegraph, and banks,
nominees and other custodians and fiduciaries may be reimbursed, where
appropriate, for their reasonable out-of-pocket expenses in forwarding
soliciting materials to their customers. Proxies may be solicited by
officers and regular employees of the Company without compensation therefor
additional to their regular salaries. The cost of soliciting proxies will
be borne by the Company.
All shares represented by effective proxies on the forms furnished by
and received by the Company will be voted at the meeting or any adjournment
thereof in accordance with the terms of such proxies. Any proxy not so
<PAGE>
furnished to the Company prior to the closing of the voting will be
considered not voted for either determination of a quorum or for tabulation
of results. A vote of "Abstain" will be counted as a proxy voted in
determination of a quorum but will not be included in the tabulation of
votes on any matter brought before the meeting.
GENERAL
The purposes of the meeting are set forth in the attached Notice of
Annual Meeting. However, the enclosed proxy gives discretionary authority
to the proxy holders named therein should any other matters be presented to
the meeting and it is the intention of such proxy holders to take such
action in connection therewith as shall be in accordance with their best
judgment. The Company contemplates reporting to all common stockholders of
record after the meeting as to the action taken at the meeting.
STATEMENT RELATIVE TO VOTING OF PROXIES
The Company's only security entitled to vote at the meeting is its
Common Stock, par value $3.50 per share, of which 9,564,287 shares were
outstanding on January 1, 1995.
Only holders of Common Stock of the Company of record at the close of
business on March 3, 1995, are entitled to vote at the meeting. Each
stockholder is entitled to one vote for each share of Common Stock held as
of that date. Any stockholder may vote his shares either in person or by
authorized proxy, designating not more than three persons as proxies to
vote the shares owned by him. The giving of the enclosed proxy by a
stockholder will not affect his right to vote shares if he attends the
meeting and desires to vote in person. The enclosed proxy is revocable by
the stockholder giving it, provided notice of the revocation is received by
the Secretary of the Company prior to the voting of the proxy.
If a stockholder is a participant in the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan"), the enclosed proxy will
represent the number of shares registered in the participant's name and/or
the number of shares allocated to the participant's account under the Plan.
The proxy will serve as the instructions as how to vote shares held in the
Plan and/or the shares registered in his own name. If the stockholder does
not furnish any proxy to vote the shares registered in his own name, the
shares held for his account in the Plan will not be voted.
<PAGE>
ELECTION OF DIRECTORS
Nominees for Directors
The Board of Directors is divided into three classes serving staggered
terms in accordance with the Company's Restated Certificate of
Incorporation, as amended. The number of directors, in accordance with the
Company's By-Laws, constituting the full board of directors shall be seven.
The terms of Mr. Cordes and Mrs. Hanes will expire at the 1995 annual
meeting and each has been nominated for re-election to a term of three
years expiring in 1998. In all cases, the directors elected will continue
to serve until their respective successors shall have been duly elected and
qualified.
It is intended that the proxies solicited on behalf of the Board of
Directors will be voted for the Class I nominees. Mr. Alfred D. Cordes and
Mrs. Joyce L. Hanes are the nominees for election as Class I directors of
the Company, each to hold office for a term expiring at the 1998 annual
meeting and until a successor has been duly elected and qualified.
In the event that either of the nominees should become unable or for
good reason will not serve as a director, it is intended that the proxies
will be voted for the election of such other person or persons as shall be
designated by the Board of Directors. It is not anticipated that either of
the nominees will be unable or unwilling to serve as a director. Except as
otherwise indicated, each nominee has been engaged in his or her present
principal occupation for at least the past five years.
The Board recommends a vote FOR the nominees for director.
Biographical information concerning each of the nominees for re-
election and the directors continuing in office is presented on the
following pages.
<PAGE>
Nominees For Director For Terms Expiring in 1998
Class I Directors - Present Terms Expire at 1995 Meeting
(Insert Photograph) ALFRED D. CORDES, 63, was elected to
Interstate Power Company's Board of Directors
on January 1, 1992. He was elected Vice
President - District Administration and
Public Affairs on May 1, 1990. He has also
served as District Manager and Executive
Assistant prior to being appointed Vice
President - District Administration on
January 1, 1986. Mr. Cordes is a member of
the Executive Committee and the Nominating
Committee.
(Insert Photograph) JOYCE L. HANES, 62, has been a Director of
Midwest Wholesale Inc., Mason City, Iowa
since 1970. She was elected Chairman of the
Board of that Company in May, 1986 and
retired from that position in 1988. She was
elected a Director of Interstate Power
Company on January 1, 1982. Mrs. Hanes is
Chairman of the Audit Committee and is a
member of the Compensation Committee.
Other Incumbent Directors
Class II Directors - Present Terms Expire at 1996 Annual Meeting
(Insert Photograph) JAMES E. BYRNS, 68, is Chairman and Chief
Executive Officer of Custom-Pak, Inc. of
Clinton, Iowa, a firm of which he was co-
founder in 1974. Mr. Byrns was elected to
this position on August 15, 1989. He had been
President of that Company since 1980 having
served as Executive Vice President from 1974.
He was elected to Interstate Power Company's
Board of Directors on January 31, 1984. Mr.
Byrns is Chairman of the Nominating Committee
and is a member of the Audit Committee.
(Insert Photograph) GERALD L. KOPISCHKE, 63, was elected to
Interstate Power Company's Board of Directors
effective July 10, 1992. Mr. Kopischke was
elected Vice President - Electric Operations
on September 1, 1980. He had served as
Director of Electrical Engineering prior to
being appointed as Vice President. Mr.
Kopischke is a member of the Nominating
Committee.
<PAGE>
Class III Directors - Present Terms Expire at 1997 Annual Meeting
(Insert Photograph) ALAN B. ARENDS, 61, is President of Arends
Associates, Inc., of Albert Lea, Minnesota,
an employee benefits company which he founded
in 1983. Mr. Arends has also taught at both
the high school and college levels. He was
elected to the Board of Directors of the
Company on August 15, 1993. Mr. Arends is a
member of the Compensation Committee and the
Audit Committee.
(Insert Photograph) NICHOLAS J. SCHRUP, 65, was elected to
Interstate Power Company's Board of Directors
in 1979. He is Chairman of the Board of
American Trust & Savings Bank in Dubuque,
Iowa, holding that position since 1973. Mr.
Schrup is Chairman of the Compensation
Committee and is a member of the Executive
Committee.
(Insert Photograph) WAYNE H. STOPPELMOOR, 61, was elected to
Interstate Power Company's Board of Directors
in July 1986. He was elected President and
Chief Executive Officer effective January 1,
1987 and was elected Chairman on May 1, 1990.
Mr. Stoppelmoor had served as Vice President
of Administration beginning in 1978 and then
Executive Vice President starting in May
1985. Mr. Stoppelmoor is Chairman of the
Executive Committee.
Certain information regarding executive officers of the Company called
for by applicable regulations of the SEC has been furnished in the
Company's annual report on Form 10-K for 1994.
Committees of the Board
The Company has a standing Executive Committee, present members of
which are identified by reference information as to directors and nominees.
This committee held no meetings during the year 1994. The functions
performed by the Executive Committee include acting on behalf of the Board
of Directors when necessary between meetings of the full Board of
Directors.
<PAGE>
The Company has a standing Audit Committee, present members of which
are identified by reference information as to directors and nominees. The
Audit Committee held two meetings during the year 1994. The functions
performed were briefly as follows: recommending to the Board of Directors
the independent auditors to be employed by the Company, reviewing the
planned audit scope, reviewing the results of the independent auditors'
examination and reporting to the Board the results of such services with
recommendations concerning the same.
The Company has a standing Nominating Committee, present members of
which are identified by reference information as to directors and nominees.
The Nominating Committee held two meetings in 1994. The committee's
function is to make recommendations to the Board for Board member
succession, and as to the Board member compensation. While there are no
formal procedures, the committee considers nominees brought to its
attention by other members of the Interstate Power Company Board of
Directors, members of management and Stockholders.
The Company has a standing Compensation Committee, present members of
which are identified by reference information as to directors and nominees.
The Compensation Committee's functions are to recommend to the Board the
compensation of the CEO and executive officers, the types and nature of
employee benefit plans, and to prepare, as required by the Proxy Rules, a
Compensation Committee report to be included in the Proxy Statement. The
Compensation Committee held one meeting during 1994.
NOTE: The total number of meetings (of all kinds) of the Board of
Directors (together with Committee meetings) during the fiscal year 1994
was 12. All directors with the exception of Mr. Schrup attended all of the
meetings of the Board and committees of the Board on which he or she
served. During 1994 Mr. Schrup attended 63% of the aggregate of the total
number of Board meetings and Committee meetings on which he served due to
his recuperation from an illness.
PRINCIPAL HOLDERS OF VOTING SECURITIES
Security Ownership of Certain Beneficial Owners
The Company represents that so far as is known to the management no
person or group as of February 1, 1995 owns of record or beneficially more
than 5% of the outstanding voting securities of the Company and no change
of control of the Company has occurred since the beginning of its last
fiscal year.
The Company has no knowledge of any contractual arrangements,
including pledge of its securities, the operation of the terms of which may
at a subsequent date result in a change of the control of the Company.
<PAGE>
Security Ownership of Management
The directors and officers of the Company owned of record and
beneficially on February 1, 1995, an aggregate of 27,903 shares of Common
Stock of the Company, representing less than 1% of the shares outstanding.
The Company represents that as of February 1, 1995, to the best of its
knowledge beneficial ownership of shares of each class of equity securities
of the Company by all directors and nominees individually, the CEO and
certain named executive officers individually, and the directors and
officers of the Company as a group is as follows:
Amount and Nature
of Beneficial % of
Name of Nominee Title of Class(1) Ownership (2)(3) Ownership
Alan B Arends Common Stock 200 *
James E Byrns Common Stock 2,769 *
Michael R Chase Common Stock 4,714 *
Alfred D Cordes Common Stock 2,356(4) *
Donald E Hamill Common Stock 1,898(4) *
Joyce L. Hanes Common Stock 1,452 *
Gerald L Kopischke Common Stock 3,735(4) *
Nicholas J Schrup Common Stock 1,500 *
Wayne H Stoppelmoor Common Stock 4,222(4) *
William C Troy Common Stock 280(4) *
Officers and Directors as a
group-14 in group Common Stock 27,903(4) *
* - less than 1%
1) In addition to Common Stock, which is the only class of equity stock
of the Company which presently has voting power for the election of
directors, the Company also has, as equity securities, outstanding
shares of Preferred Stock.
(2) Information with respect to beneficial ownership based upon
information furnished by each officer or director and contained in
filings made with the Securities and Exchange Commission.
(3) Includes shares in which said director or officer may have an indirect
beneficial ownership by reason of the ownership of such shares by
their spouses, dependent children or trusts.
(4) Includes 1,523 shares for Mr. Stoppelmoor, 1,319 shares for Mr.
Kopischke, 1,362 shares for Mr. Hamill, 903 shares for Mr. Cordes, 195
shares for Mr. Troy and an aggregate of 9,388 shares for officers and
directors. These shares are in the Company's 401(k) Plan as of
December 31, 1994.
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Compensation Committee Report
The Compensation Committee is comprised of three members of the Board
of Directors (Mrs. Hanes and Messrs. Arends and Schrup (Chairman)) none of
whom is a current or former officer or employee of the Company.
The compensation of the CEO and officers of the Company consist solely
of base salary. Base salary levels for the Company's CEO and executive
officers are competitively set by the Committee relative to other companies
of similar size and purpose. Also, the Committee considers the individual
officer's experience and performance. The Committee reviews executive
compensation annually in order to determine base salaries for the following
year. It is the aim of the Committee to determine salary levels that reward
economic value delivered to Interstate Power Company's stockholders and
customers and that attract, motivate, and retain executives of the highest
quality. As guidelines in determining the CEO and officer salary levels,
the Committee reviews the overall corporate performance, including
earnings, the compensation levels of comparable utilities and general
industry, and the salary recommendations of the Chief Executive Officer of
the Company.
During the discussion of the overall corporate performance, it was
noted that the Company's low earnings for the 1993 year were for the most
part the result of manufactured gas plant cleanup expense, abnormal weather
over the past two years and unfavorable regulatory rulings. It was also
noted that positives had occurred during the year. Revenue from electric
and gas sales increased slightly which helped lessen the impact of
increased costs of manufactured gas plant cleanup; interest costs on long-
term bonds and other debt in mid-1993 and dividend costs were decreased by
refinancing three issues of higher cost Preferred Stock and an issue of
Preference Stock.
The Committee reviewed a list of salaries of executives of the major
publicly held companies doing business in Iowa as published by a major Iowa
newspaper, and a similar list from the 1993 Edison Electric Institute's
Executive Compensation Survey of Chief Executive Officers ("CEOs"), more
specifically those companies west of the Mississippi River plus Wisconsin
and Illinois that have revenues ranging from $90 million to $490 million.
It has been determined that Mr. Stoppelmoor's salary should be aligned to
the average total compensation of peer CEOs of the utilities surveyed and
then internally each officer's salary is set at a percentage of the CEOs.
In setting 1994 salaries, the Committee considered the progress made
toward corporate goals of company-wide cost containment and the
establishment of a strong record in the areas of customer service, economic
development, and management efficiency. The Committee recommended to the
Board of Directors an executive salary budget of 2.25% of the aggregate
officers' salaries. The committee instructed the President to prepare a
recommendation for each officer's salary, using the 2.25% salary budget.
The recommended officers' salaries including a 1.2% increase in Mr.
Stoppelmoor's annual base salary were presented to the Board of Directors
for adoption. (The President's recommendations for 1994 officers'
salaries were approved by the Board of Directors.)
Compensation Committee
Nicholas J. Schrup, Chairman Joyce L. Hanes Alan B. Arends
PERFORMANCE GRAPH
INTERSTATE POWER COMPANY
Comparison of Five Year Cumulative Total Return* Among Interstate Power
Company (IPW), Standard and Poor's Corporation (S & P) 500 Index & Edison
Electric Institute (EEI) 100 Index of Investor Owned Electrics**
1989 1990 1991 1992 1993 1994
Interstate Power 100 108 154 151 157 135
S&P 500 100 97 126 136 150 152
EEI 100 100 101 131 141 156 138
Assumes $100 invested on January 1, 1990 in Interstate Power Company Stock,
S & P 500 Index and EEI 100 Index of Investor Owned Electrics * Total
Return Assumes Reinvestment of Dividends ** Fiscal Year Ending December
31.
<PAGE>
Cash Compensation
There is set forth below certain information concerning all
compensation of the CEO and the four most highly compensated executive
officers of the Company as to whom the total compensation exceeded $100,000
during the year 1994.
Summary Compensation Table
Annual Compensation
Other All
Name and Annual Other
Principal Position Year Salary($) Bonus Compensation Compensation
(a) (b) (c)(1) (d) (e) (i)(2)
Wayne H. Stoppelmoor 1994 245,000 0 0 $250
President & CEO 1993 242,000 0 0 0
1992 220,000 0 0 0
Gerald L. Kopischke 1994 160,000 0 0 $250
VP-Electric Operations 1993 157,000 0 0 0
1992 147,000 0 0 0
Michael R. Chase 1994 123,500 0 0 $250
VP-Power Production 1993 118,000 0 0 0
1992 105,000 0 0 0
Donald E. Hamill 1994 118,000 0 0 $250
VP-Budgets/Regulatory 1993 116,000 0 0 0
Affairs 1992 110,000 0 0 0
William C. Troy 1994 118,000 0 0 $250
Controller 1993 116,000 0 0 0
1992 110,000 0 0 0
(1) Column (c) includes any salary elective deferral pursuant to the
Company's 401(k) Plan. The 401(k) Plan is available to all employees.
(2) Column (i) includes any company matching funds pursuant to the
Company's 401(k) Plan. The Company matched $.25 on every dollar
deferred by the participant up to a maximum match of $250. The option
is available to all employees.
<PAGE>
Compensation Committee Interlocks and Insider Participation
The Board of Directors accepted the recommendations of the
Compensation Committee for the 1994 salaries at the December 2, 1993 Board
Meeting. The following interlocking and insider positions are required to
be disclosed. Mr. Stoppelmoor is an employee of the Company and serves on
the Board of Directors of American Trust & Savings Bank. Mr. Schrup who is
on the Board of Directors of American Trust & Savings Bank is the Chairman
of the Company's Compensation Committee.
Compensation Pursuant to Plans
The Company's Pension Plan covers substantially all employees
including officers. Pension Plan benefits depend upon credited service,
age at retirement and compensation. At an assumed retirement age of 65,
the normal retirement benefit for Pension Plan Participants is based on a
formula that applies a factor of 1.17% to the participant's average annual
compensation for the four highest consecutive years plus a factor of .35%
to the participant's average compensation in excess of Social Security
Covered Compensation multiplied by the number of accredited service years
(maximum 35). Optional benefit forms are also available.
The following table displays the maximum annual retirement benefits
payable under the straight life annuity form of pension at the normal
retirement age of 65 for specified remunerations and years of service under
the Pension Plan provisions in effect December 31, 1994.
Average Annual
Compensation for
4 Highest Paid Estimated Annual Benefits For Years of Service Listed
Consecutive Years 20 Years 25 Years 30 Years 35 Years
$100,000 $28,698 $35,873 $ 43,047 $ 50,222
125,000 36,298 45,373 54,447 63,522
150,000 43,898 54,873 65,847 76,822
175,000 or greater 43,898* 54,873* 65,847* 76,822*
*1994 maximum allowable by current law.
For purposes of determining Pension plan benefits, compensation for
each of the individuals listed in the Summary Compensation Table is the
same as the amounts set forth in that table. The estimated full years of
credited service for benefits at retirement under the Pension Plan for
those executive officers listed in the Summary Compensation Table are:
Wayne H. Stoppelmoor, 35 years; Gerald L. Kopischke, 35 years; Michael R.
Chase, 35 years; Donald E. Hamill, 35 years; and William C. Troy, 24 years.
<PAGE>
In addition to the Pension Plan, the Supplemental Retirement Plan
(SRP) amended in 1994 provides a supplemental retirement benefit for
certain officers of the Company who meet Plan requirements. The Plan
presently covers the President, all Vice Presidents, the Controller, and
the Secretary and Treasurer ("certain executive officers"). Benefits begin
at the normal retirement date (age 65) or a participant electing early
retirement may begin receiving reduced benefits as early as age 55. For
those certain executive officers retiring on or after January 1, 1994, the
SRP (1) provides a retirement benefit per month equal to seventy-five
percent of the individual's highest average monthly salary for any
consecutive 12-month period of employment by Interstate prior to
retirement, less the individual's qualified defined benefit retirement plan
benefit and less the individual's social security benefit, and (2) provides
a survivor benefit. The SRP may be funded in part from the general assets
of the Company in addition to the purchase of cost recovery life insurance
policies by the Company.
The Company has an Amended Deferred Compensation Plan available to
officers and non-employee directors and provides for deferral of salaries
and fees with accrued interest. No officer has elected to defer during the
year 1994.
Effective January 1, 1988, the Company adopted a 401(k) Plan in which
all Employees of the Company are eligible to participate, subject to
meeting Plan eligibility requirements. Under the 401(k) Plan, an Employee
Plan Participant may elect to have the Company contribute to a Trustee for
the Employee's account, up to 15% of his or her compensation, as defined in
the Plan, with a maximum contribution of $9,240 for the year 1994. Amounts
of compensation elected to be deferred are immediately vested. Because the
Company's 401(k) Plan meets the requirements of the Internal Revenue Code,
Plan Participants will not be subject to current federal income tax on the
salary amounts contributed on the Participant's behalf, or on earnings on
the invested funds. Such earnings are subject to tax at times of
distributions and/or withdrawal. Compensation so deferred will be invested
by the Trustee. Effective January 1, 1994, the Company's 401(k) Plan was
further amended to add employer matching contributions of up to 25% of an
eligible employee's salary deferrals to a maximum match of $250 per year,
along with a graduated five-year vesting period for employer funds.
Other Compensation
No officer individually or officers as a group received "Other Annual
Compensation of $50,000 or 10% of the salary and bonus reported in the
Summary Compensation Table.
Stock Option and Stock Appreciation Right Plans
No director or Officer of the Company held any options to purchase
securities from the Company or its subsidiary during the year 1994.
<PAGE>
Compensation of Directors
During the period of January 1, 1994, to March 31, 1994 all directors
who were not employees of the Company were paid $7400.00 per year plus
$500.00 for each directors' meeting in which they participated. Also
$500.00 was paid each non-employee director for each committee meeting held
on a day separate from a scheduled Board meeting while $250.00 was paid for
each committee meeting which they attended that was held the same day but
not in conjunction with a Board meeting. Effective April 1, 1994, the
annual retainer for non-employee directors was increased to $8,200.00 per
year, and meeting fees on non-Board meeting days were increased to $550 and
committee meetings on Board meeting days were increased to $275.
All directors who were not employees received reimbursement of out-of-
pocket expenses incurred in connection with directors' or committee
meetings. Each director was included in the Company's group life insurance
program.
RELATIONSHIP WITH INDEPENDENT PUBLIC AUDITORS
The firm of Deloitte & Touche LLP has been selected to serve as the
independent auditors for the Company for the fiscal year ending December
31, 1995. A representative of Deloitte & Touche LLP is expected to be
present at the annual meeting of stockholders of the Company scheduled for
May 2, 1995 with the opportunity to make a statement and to be available to
respond to appropriate questions.
1996 STOCKHOLDER PROPOSALS
In order for stockholder proposals for the 1996 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's Proxy Statement,
they must be received by the Company at its principal office in Dubuque,
Iowa, on or before November 14, 1995.
POSSIBLE ADJOURNMENT OF MEETING
In case the requisite vote to elect the nominees for directors
proposed by the Company cannot be obtained at the date set for the meeting,
it is the intention of the management, if it seems advisable to do so at
the time, to adjourn the meeting to permit the solicitation of additional
proxies.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN
THE ENCLOSED ENVELOPE ON WHICH NO POSTAGE STAMP IS NECESSARY IF
MAILED IN THE UNITED STATES.
INTERSTATE POWER COMPANY
By W. H. STOPPELMOOR
Chairman of the Board
March 20, 1995
Dubuque, Iowa.
<PAGE>
(Logo appears
Here)
INTERSTATE POWER COMPANY
COMMON STOCK PROXY
SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 2, 1995
The undersigned hereby appoints W. H. STOPPELMOOR, J. C. MCGOWAN and D. D.
JANNETTE, and each of them, with power of substitution, as proxies for the
undersigned, to vote at the annual meeting of stockholders of INTERSTATE
POWER COMPANY to be held in the Interstate Power Company Meeting Room, May
2, 1995, at 2:00 P.M. Central Daylight Time, or at any adjournment or
adjournments thereof:
Please use an (X) to indicate your vote in the boxes below. (CHECK ONE BOX
ONLY)
THE Board of Directors recommends a vote FOR ALL NOMINEES.
ELECTION OF CLASS I DIRECTORS.
The nominees, for terms ending in 1998, and until their respective
sucessors shall have been duly elected and qualified are:
ALFRED D. CORDES and JOYCE L. HANES
FOR all nominees named above WITHHOLD AUTHORITY to
(except as marked to the vote for all nominees
named above.
(INSTRUCTION: to withhold authority to vote for any individual nominee
strike a line through the nominee's name above.
The undersigned hereby revokes any and all proxies heretofore given or
executed by the undersigned with respect to the shares of stock represented
by this Proxy and, by filing this Proxy with the Secretary of the Company,
gives notice of such revocation.
THIS PROXY WILL BE VOTED AS INDICATED. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES LISTED AND WILL BE VOTED IN
ACCORDANCE WITH THE PROXIES' DISCRETION ON SUCH OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING.
In order to assure that your shares will be represented at the meeting
and to facilitate the tabulation of votes, PLEASE VOTE, DATE AND SIGN this
proxy and return promptly in the enclosed envelope. If you attend the
meeting and wish to change your vote, you may do so automatically by casting
your ballot at the meeting.
DATED: , 1995
Stockholder
Please sign exactly as shown above.
Stockholder
