SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported): May 22, 1996
Interstate Power Company
(Exact Name of Registrant as Specified in Charter)
Delaware 1-3632 42-0329500
(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification
No.)
1000 Main St., P.O. Box 769, Dubuque, IA 52004-0769
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (319) 582-5421
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On November 10, 1995, WPL Holdings, Inc., a holding company
incorporated under the laws of the State of Wisconsin ("WPL"), IES
Industries Inc., a holding company incorporated under the laws of the
State of Iowa ("IES"), Interstate Power Company, an operating public
utility incorporated under the laws of the State of Delaware ("IPC"), and
certain other related entities, entered into an Agreement and Plan of
Merger, providing for the strategic three-way business combination of
WPL, IES and IPC (hereinafter referred to as the "Merger"). In the
Merger, WPL, as the surviving holding company, will change its name to
Interstate Energy Corporation ("Interstate Energy").
On May 22, 1996, WPL, IES and IPC entered into an amendment to the
Agreement and Plan of Merger (the Agreement and Plan of Merger as so
amended is hereinafter referred to as the "Merger Agreement") to
recognize the increase in value associated with IES's investment in
McLeod, Inc., a telecommunications service provider based in Cedar
Rapids, Iowa ("McLeod"). As a result of the amendment, the Merger
Agreement provides that if, among other things, McLeod completes a
proposed initial public offering of its Class A Common Stock at a price
equal to or greater than $13.00 per share prior to the closing date of
the Merger, then each outstanding share of common stock, no par value, of
IES (the "IES Common Stock") will be cancelled and converted into the
right to receive 1.01 shares of common stock, par value $.01 per share,
of Interstate Energy (the "Interstate Energy Common Stock") rather than
the .98 shares of Interstate Energy Common Stock each outstanding share
of IES Common Stock was entitled to receive under the terms of the
original Agreement and Plan of Merger. However, in the event, among
other things, a public offering of McLeod's Class A Common Stock is not
completed by such time or the offering is priced at less than $13.00 per
share, the IES share exchange ratio will remain at .98. The Merger
Agreement continues to provide that 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
and that the outstanding shares of common stock, par value $.01 per
share, of WPL will remain unchanged and outstanding as shares of
Interstate Energy Common Stock. In this Current Report on Form 8-K,
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 Merger Agreement and the press release issued in connection with
the execution of the amendment thereto are filed as exhibits to this
Current Report on Form 8-K and are incorporated herein by reference. The
brief summary of certain revised provisions of the Merger Agreement set
forth above is qualified in its entirety by reference to that agreement.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not Applicable.
(c) Exhibits.
The exhibits listed in the accompanying Exhibit Index are
filed as part of this Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
INTERSTATE POWER COMPANY
Date: May 29, 1996 By:/s/ William C. Troy
Controller and Chief
Accounting Officer
INTERSTATE POWER COMPANY
EXHIBIT INDEX TO FORM 8-K
Report Dated May 29, 1996
Exhibit
EX-2.1 Amendment No. 1 to Agreement and Plan of Merger and Stock
Option Agreements, dated May 22, 1996, by and among WPL
Holdings, Inc., IES Industries Inc., Interstate Power Company,
AMW Acquisition, Inc., WPLH Acquisition Co. and Interstate
Power Company.
EX-2.2 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. (filed as Exhibit 2.1
to the company's Form 8-K dated November 10, 1995).
EX-99 WPL Holdings, Inc., IES Industries Inc. and Interstate Power
Company Press Release, dated May 22, 1996.
EX-2.1
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
AND
STOCK OPTION AGREEMENTS
THIS AMENDMENT NO. 1 (this "Amendment"), dated as of
May 22, 1996, by and among WPL Holdings, Inc., a holding company
incorporated under the laws of the State of Wisconsin ("WPL"),
IES Industries Inc., a holding company incorporated under the
laws of the State of Iowa ("IES"), Interstate Power Company, an
operating public utility incorporated under the laws of the State
of Delaware ("Interstate"), AMW Acquisition, Inc., a wholly-owned
subsidiary of WPL incorporated under the laws of the State of
Delaware ("AMW"), WPLH Acquisition Co., a wholly-owned subsidiary
of WPL incorporated under the laws of the State of Wisconsin
("Acquisition"), and Interstate Power Company, a wholly-owned
subsidiary of Interstate incorporated under the laws of the State
of Wisconsin ("New Interstate").
W I T N E S S E T H:
WHEREAS, the parties hereto (other than Acquisition and
New Interstate) entered into an Agreement and Plan of Merger (the
"Merger Agreement") dated as of November 10, 1995;
WHEREAS, certain of the parties hereto entered into
various Stock Option Agreements (the "Stock Option Agreements")
dated November 10, 1995;
WHEREAS, in furtherance of the transactions
contemplated therein, the respective parties have agreed to
certain amendments to the Merger Agreement and the Stock Option
Agreements;
NOW, THEREFORE, in consideration of the premises and
the representations, warranties, covenants and agreements
contained herein, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Amendments. Upon the execution of this Amendment
by all parties hereto, the Merger Agreement shall be amended as
follows:
(a) The introductory paragraph of the Merger
Agreement shall be restated in its entirety to read as
follows:
"THIS AGREEMENT AND PLAN OF MERGER, dated as
of November 10, 1995, as amended (this
"Agreement"), by and among WPL Holdings, Inc., a
holding company incorporated under the laws of the
State of Wisconsin ("WPL"), IES Industries Inc., a
holding company incorporated under the laws of the
State of Iowa ("IES"), Interstate Power Company,
an operating public utility incorporated under the
laws of the State of Delaware ("Interstate"), WPLH
Acquisition Co., a wholly-owned subsidiary of WPL
incorporated under the laws of the State of
Wisconsin ("Acquisition"), and Interstate Power
Company, a wholly-owned subsidiary of Interstate
incorporated under the laws of the State of
Wisconsin ("New Interstate", and together with
WPL, IES, Interstate and Acquisition, after the
Effective Time (as hereinafter defined), the
"Company"),"
(b) The second recital to the Merger Agreement
shall be restated in its entirety to read as follows:
"WHEREAS, in furtherance thereof, the respective
Boards of Directors of WPL, IES, Interstate,
Acquisition and New Interstate have approved this
Agreement and the Merger (as defined in Section
1.1 below) on the terms and conditions set forth
in this Agreement;"
(c) Sections 1.1(a) and (b) of Article I shall be
restated in their entirety to read as follows:
"Section 1.1 The Merger. Upon the terms and
subject to the conditions of this Agreement:
(a) at the Effective Time the Merger
shall be effected as follows:
(i) IES shall be merged with and
into WPL (the "IES Merger") in accordance
with the laws of the States of Wisconsin and
Iowa;
(ii) Acquisition shall be merged
with and into Interstate (the "Interstate
Merger") in accordance with the laws of the
States of Wisconsin and Delaware;
(iii) The IES Merger, together
with the Interstate Merger, are collectively
referred to herein as the "Merger;
provided, however, that in the event that there
has been a failure to obtain any WPL Required
Statutory Approvals due to any limitations imposed
under Section 196.795 of the Wisconsin Statutes (a
"Wisconsin Regulatory Event"), the Merger shall be
effected as follows, with the terms "IES Merger,"
"Interstate Merger" and "Merger" being defined as
set forth below:
(i) Interstate shall be merged
with and into New Interstate (following such
intermediate merger, to be deemed
"Interstate" for the purposes of this
Agreement), with New Interstate to be the
surviving corporation; and
(ii) Acquisition shall be merged
with and into Interstate, with Interstate to
be the surviving corporation (steps (i) and
(ii) being referred to collectively herein as
the "Interstate Merger"); and
(iii) Utilities (as hereinafter
defined) shall be merged with and into a
wholly-owned subsidiary of IES ("New
Utilities," to be formed as a Wisconsin
corporation, and following such intermediate
merger, to be deemed "Utilities" for the
purposes of this Agreement), with New
Utilities to be the surviving corporation;
and
(iv) IES shall be merged with and
into WPL (steps (iii) and (iv) being
collectively referred to herein as the "IES
Merger") in accordance with the laws of the
States of Wisconsin and Iowa; and
(v) The IES Merger, together with
the Interstate Merger, are collectively
referred to herein as the "Merger."
(b) WPL shall be the surviving
corporation of the IES Merger, and Interstate
shall be the surviving corporation of the
Interstate Merger, and each shall continue its
respective corporate existence under the laws of
the States of Wisconsin and Delaware, as
applicable; and"
(d) Section 1.3 of Article I shall be restated in
its entirety to read as follows:
"Section 1.3 Effective Time of the Merger.
On the Closing Date (as hereinafter defined), articles
and certificates of merger together, in the case of the
IES Merger, with a Plan of Merger in substantially the
form attached hereto as Exhibit 1.3, which Plan of
Merger is incorporated by reference herein and deemed a
part hereof (the "Plan of Merger"), complying with the
requirements of the WBCL, the IBCA and the DGCL, shall
be executed by WPL, IES, Interstate and Acquisition
(or, if a Wisconsin Regulatory Event shall have
occurred, WPL, IES, Interstate, New Interstate,
Utilities, New Utilities and Acquisition) and shall be
filed by WPL, Utilities and Interstate, as appropriate,
with the Secretary of State of the State of Wisconsin
pursuant to the WBCL and the Secretary of State of the
State of Iowa pursuant to the IBCA, in the case of the
IES Merger, and the Secretary of State of the State of
Delaware pursuant to the DGCL and the Secretary of
State of the State of Wisconsin pursuant to the WBCL,
in the case of the Interstate Merger. The Merger shall
become effective on the latest of the times (the
"Effective Time") specified in the appropriate articles
and certificates of merger filed with respect to the
IES Merger and the Interstate Merger, respectively."
(e) Sections 2.1(b)(i), (ii) and (iii) shall be
restated in their entirety and a new Section 2.1(b)(iv)
shall be added to read as follows:
"(i) Each issued and outstanding share of
IES Common Stock (other than shares canceled pursuant
to Section 2.1(a)(i) and IES Dissenting Shares (as
hereinafter defined)) shall be converted into the right
to receive 0.98 duly authorized, validly issued, fully
paid and nonassessable (except as otherwise provided in
Section 180.0622(2)(b) of the WBCL) shares of Common
Stock, par value $.01 per share, of WPL ("WPL Common
Stock"), including, if applicable, associated rights
(the "WPL Rights") to purchase shares of WPL Common
Stock pursuant to the terms of that certain Rights
Agreement between WPL and Morgan Shareholder Services
Trust Company, as Rights Agent thereunder, dated as of
February 22, 1989 (the "WPL Rights Agreement"). Until
the Distribution Date (as defined in the WPL Rights
Agreement) all references in this Agreement to the WPL
Common Stock shall be deemed to include the associated
WPL Rights. Notwithstanding the foregoing, if the
McLeod Contingency (as hereinafter defined) shall have
occurred prior to the Closing Date, each issued and
outstanding share of IES Common Stock (other than
shares canceled pursuant to Section 2.1(a)(i) and IES
Dissenting Shares) shall be converted into the right to
receive 1.01 duly authorized, validly issued, fully
paid and nonassessable (except as otherwise provided in
Section 180.0622(2)(b) of the WBCL) shares of WPL
Common Stock. The specific exchange ratio at which
shares of IES Common Stock are ultimately converted
into shares of WPL Common Stock in the IES Merger is
hereafter referred to as the "IES Ratio". As used in
this Agreement, the term "McLeod Contingency" shall
mean the completion of a firm commitment underwritten
initial public offering of Class A common stock by
McLeod, Inc., a Delaware corporation ("McLeod"), at a
per share price equal to or greater than $13.00 (as
adjusted for any stock split, recapitalization or the
like effected prior to the completion of such offering,
other than the stock split disclosed in McLeod's
registration statement on Form S-1 filed with the
Securities and Exchange Commission on April 2, 1996),
that results in McLeod (a) receiving gross proceeds of
such offering equal to or greater than $75 million in
addition to any gross proceeds from the sale of its
Class A common stock to existing stockholders and (b)
having its Class A common stock, immediately following
the completion of such initial public offering,
registered pursuant to Section 12 of the Exchange Act
(as hereinafter defined).
(ii) Each issued and outstanding share of
Interstate Common Stock (other than shares canceled
pursuant to Section 2.1(a)(ii)) shall be converted into
the right to receive 1.11 (the "Interstate Ratio") duly
authorized, validly issued, fully paid and
nonassessable (except as otherwise provided in Section
180.0622(2)(b) of the WBCL) shares of WPL Common Stock,
provided, however, that if a Wisconsin Regulatory Event
shall have occurred, each issued and outstanding share
of Interstate Common Stock (other than shares canceled
pursuant to Section 2.1(a)(ii)) shall first
automatically be converted into one duly authorized,
validly issued, fully paid and nonassessable (except as
otherwise provided in Section 180.0622(2)(b) of the
WBCL) share of Common Stock, par value $3.50 per share,
of New Interstate (the "New Interstate Common Stock")
and thereafter, such one share of New Interstate Common
Stock shall be converted into the right to receive a
number of duly authorized, validly issued, fully paid
and nonassessable (except as otherwise provided in
Section 180.0622(2)(b) of the WBCL) shares of WPL
Common Stock equal to the Interstate Ratio.
(iii) If a Wisconsin Regulatory Event shall
have occurred, each issued and outstanding share of
Utilities Common Stock (as hereinafter defined) shall
be converted into the right to receive one duly
authorized, validly issued, fully paid and
nonassessable (except as otherwise provided in Section
180.0622(2)(b) of the WBCL) share of Common Stock, par
value $2.50 per share, of New Utilities (the "New
Utilities Common Stock").
(iv) Upon such conversions and except as
otherwise provided in Section 2.2, all such shares of
IES Common Stock, Interstate Common Stock (and, if a
Wisconsin Regulatory Event shall have occurred,
Utilities Common Stock) shall be canceled and cease to
exist, and each holder of a certificate formerly
representing any such shares of IES Common Stock and
Interstate Common Stock (and, if applicable, Utilities
Common Stock) shall cease to have rights with respect
thereto, except the right to receive the shares of WPL
Common Stock (or New Utilities Common Stock) to be
issued in consideration therefor upon (in the case of
the IES Common Stock and the Interstate Common Stock)
the surrender of such certificate in accordance with
Section 2.3 and any cash in lieu of fractional shares
of WPL Common Stock."
(f) Sections 2.1 (c) and (d) of Article II shall
be restated in their entirety, and a new Section 2.1 (e)
shall be inserted thereafter to read as follows:
"(c) Interstate Preferred Stock. Each issued
and outstanding share of Preferred Stock, $50 par
value, of Interstate (the "Interstate Preferred Stock")
shall be unchanged as a result of the Interstate Merger
and shall remain outstanding thereafter, provided,
however, that if a Wisconsin Regulatory Event shall
have occurred, each outstanding share of Interstate
Preferred Stock (other than shares owned directly or
indirectly by WPL, IES or Interstate and other than
Interstate Dissenting Shares) will be converted into
one share of Preferred Stock, $50 par value, of New
Interstate (the "New Interstate Preferred Stock") with
terms (including dividend rights) and designations
under the New Interstate restated articles of
incorporation substantially identical to those of the
converted shares of Interstate Preferred Stock under
the Interstate restated certificate of incorporation.
In the event that a Wisconsin Regulatory Event shall
have occurred, from and after the Effective Time, each
outstanding certificate theretofore representing shares
of Interstate Preferred Stock shall be deemed for all
purposes to evidence the ownership of and to represent
an equal number of shares of New Interstate Preferred
Stock into which such shares of Interstate Preferred
Stock shall have been converted.
(d) Conversion of Acquisition Common Stock.
All of the shares of Common Stock, par value $0.01 per
share, of Acquisition (the "Acquisition Common Stock")
issued and outstanding immediately prior to the
Effective Time shall be converted into that number of
shares of Interstate Common Stock (as the surviving
corporation in the Interstate Merger) which shall be
equivalent to the aggregate number of shares of
Interstate Common Stock (exclusive of the shares
canceled pursuant to Section 2.1(a)(ii)) issued and
outstanding immediately prior to the Effective Time,
provided, however, if a Wisconsin Regulatory Event
shall have occurred, all of the shares of Acquisition
Common Stock issued and outstanding immediately prior
to the Effective Time shall be converted into that
number of shares of New Interstate Common Stock (as the
surviving corporation in the Interstate Merger) which
shall be equivalent to the aggregate number of shares
of New Interstate Common Stock (exclusive of the shares
canceled pursuant to Section 2.1(a)(ii)) issued and
outstanding immediately prior to the Effective Time.
From and after the Effective Time, each outstanding
certificate theretofore representing shares of
Acquisition Common Stock shall be deemed for all
purposes to evidence ownership of and to represent the
number of shares of Interstate Common Stock or New
Interstate Common Stock, as appropriate, into which
such shares of Acquisition Common Stock shall have been
converted.
(e) Redemption of Utilities Preferred Stock. If
a Wisconsin Regulatory Event shall have occurred, all
of the shares of Utilities Preferred Stock (as
hereinafter defined) issued and outstanding immediately
prior to the Effective Time shall be redeemed prior to
consummation of the Merger."
(g) Section 4.4(a)(ii) of Article IV shall be
deleted in its entirety and the representation and warranty
currently set forth as Section 4.4(a)(i) shall thereafter be
set forth as Section 4.4(a) of Article IV.
(h) Section 7.12 of Article VII shall be restated
in its entirety to read as follows:
"Section 7.12 Transmission, Generation.
Except as required pursuant to tariffs on file with the
FERC as of the date hereof, in the ordinary course of
business consistent with past practice, or as set forth
in Section 7.12 of the WPL Disclosure Schedule, the IES
Disclosure Schedule or the Interstate Disclosure
Schedule, no party shall, nor shall any party permit
any of its Subsidiaries to,
(a) commence construction of any
additional generating, transmission or
delivery capacity, or
(b) obligate itself to purchase or
otherwise acquire, or to sell or otherwise
dispose of, or to share, any additional
generating, transmission or delivery
capacity,
in an amount in excess of $30 million in the case
of WPL, $80 million in the case of IES, and $16
million in the case of Interstate, except as set
forth in the budgets or forecasts of WPL dated
November 10, 1995, IES dated October 16, 1995 and
Interstate dated February 27, 1995, respectively,
which budgets or forecasts have been shared with
each other party hereto."
(i) Section 8.14(e) of Article VIII shall be
deleted and Sections 8.14(f), (g) and (h) shall thereafter
be reordered to become Sections 8.14(e), (f) and (g),
respectively. All references in the Merger Agreement to
Sections 8.14(f), (g) and (h) shall hereafter be to Sections
8.14(e), (f) and (g), respectively.
(j) Section 8.15 of Article VIII shall be
restated in its entirety to read as follows:
"Section 8.15 Employment Contracts.
WPL, or in the case of Mr. Chase, Interstate,
shall, as of or prior to the Effective Time, enter
into employment contracts with each of Messrs.
Liu, Davis, Stoppelmoor, and Chase in the forms
set forth in Exhibit 8.15.1, 8.15.2, 8.15.3 and
8.15.4, respectively."
(k) Exhibit 8.15.5 shall be deleted as an exhibit
from the Merger Agreement.
(l) The parenthetical references "(other than
AMW)" contained in Section 10.3(a)(i), Section 10.3(a)(ii),
Section 10.3(b)(iii) and Section 10.3(c) of Article X shall
be amended to read "(other than Acquisition and New
Interstate)".
(m) The cover page and the signature page shall
be amended to delete references to AMW Acquisition, Inc., a
Delaware corporation, and to add references to WPLH
Acquisition Co., a Wisconsin corporation, and to Interstate
Power Company, a Wisconsin corporation.
(n) The Index of Defined Terms which precedes the
body of the Agreement shall be amended to add the defined
terms "Acquisition," "New Interstate," "Wisconsin Regulatory
Event," "New Utilities," "New Interstate Common Stock," "New
Utilities Common Stock," New Interstate Preferred Stock,"
"Acquisition Common Stock," "McLeod Contingency" and
"McLeod." The Index of Defined Terms shall be further
amended to delete the defined terms "AMW" and "AMW Common
Stock."
2. References to Merger Agreement. From and after
the date of this Amendment, each reference in the Merger
Agreement to "this Agreement," "hereof," "hereunder" or words of
like import, and all references to the Merger Agreement in any
and all agreements, instruments, documents, notes, certificates
and other writings of every kind and nature, shall be deemed to
mean the Merger Agreement as modified and amended by this
Amendment.
3. References to AMW in Merger Agreement; Addition of
New Interstate. To the extent not otherwise provided for above,
from and after the date of this Amendment, all references in the
Merger Agreement and in the exhibits thereto (other than the
Stock Option Agreements) to AMW shall thereafter be modified to
refer to Acquisition. In addition, New Interstate shall be
inserted in the Merger Agreement and the exhibits thereto (other
than the Stock Option Agreements) as the fifth and final party to
the Merger Agreement.
4. Amendments to Plan of Merger. From and after the
date of this Amendment, the Plan of Merger (in the form of
Exhibit 1.3 to the Merger Agreement) shall be amended as follows:
(a) The first sentence of Section 1.04 of the Plan of
Merger shall be amended to read as follows: "At the
Effective Time, the Board of Directors of the Surviving
Corporation shall be comprised of the persons
designated pursuant to Section 8.13 of the Merger
Agreement and the Chairman and Vice Chairman of the
Board of Directors and the Chief Executive Officer and
President of the Surviving Corporation shall be the
persons designated in Section 8.14(a), (b) and (c) of
the Merger Agreement."
(b) The first sentence of Section 2.01(b) of the Plan
of Merger shall be amended to read as follows: "Each
share of IES Common Stock issued and outstanding
immediately prior to the Effective Time (other than
shares cancelled pursuant to Section 2.01(a) or shares
for which dissenters' rights have been exercised under
applicable law) shall be converted into the right to
receive [insert IES Ratio as determined in accordance
with the Merger Agreement] shares of Common Stock, $.01
par value, of WPL Holdings ("WPL Holdings Common
Stock"), including the associated rights to purchase
shares of WPL Holdings Common Stock (the "Rights")
pursuant to that certain Rights Agreement between WPL
Holdings and Morgan Shareholder Services Trust Company,
as Rights Agent thereunder, dated February 22, 1989
(the "Rights Agreement").
5. Amendments to Stock Option Agreements. From and
after the date of this Amendment, the first recital of each of
the six Stock Option Agreements (in the forms as included as
exhibits A through F to the Merger Agreement and in the forms as
executed by WPL, IES and Interstate) shall be amended as follows:
(a) All references to "AMW Acquisition, Inc.," a
"Delaware" corporation, shall be amended to
refer to "WPLH Acquisition Co.," a
"Wisconsin" corporation, and all references
to "AMW" shall be amended to refer to
"Acquisition".
(b) "Interstate Power Company, a wholly-owned
subsidiary of Interstate organized under the
laws of the State of Wisconsin," shall be
inserted as the fifth and final party to the
Merger Agreement.
(c) The reference to the "Agreement and Plan of
Merger, dated as of November 10, 1995, (the
"Merger Agreement")" shall be amended to
reference the "Agreement and Plan of Merger,
dated as of November 10, 1995, as amended,
(the "Merger Agreement")".
(d) References to the merger of "AMW with and
into Interstate," "AMW with and into OPTION
HOLDER," where Interstate has been previously
defined as OPTION HOLDER, and "AMW with and
into OPTION GRANTOR," where Interstate has
been previously defined as OPTION GRANTOR, in
accordance with the laws of the "State of
Delaware" as set forth in the Stock Option
Agreements shall be amended to provide for
the merger of "Acquisition with and into
Interstate (or a successor thereto)," "OPTION
HOLDER (or a successor thereto)," or "OPTION
GRANTOR (or a successor thereto),"
respectively, in accordance with the laws of
the "States of Delaware and/or Wisconsin."
Section 14(c) of each of the six Stock Option
Agreements shall be restated in its entirety to read as follows:
"(c) Nothing contained in this Agreement, express
or implied, is intended to confer upon any
person other than the parties hereto and
their respective successors and permitted
assigns any rights or remedies of any nature
whatsoever by reason of this Agreement."
IN WITNESS WHEREOF, WPL, IES, Interstate, AMW,
Acquisition and New Interstate have caused this Amendment to be
signed by their respective officers thereunto duly authorized as
of the date first written above.
WPL HOLDINGS, INC.
Attest:
By:/s/ Edward M. Gleason By:/s/ Erroll B. Davis, Jr.
Edward M. Gleason Name: Erroll B. Davis, Jr.
Corporate Secretary Title: President and Chief
Executive Officer
IES INDUSTRIES INC.
Attest:
By:/s/ Stephen W. Southwick By:/s/ Lee Liu
Stephen W. Southwick Name: Lee Liu
Secretary Title: Chairman of the Board,
President & Chief
Executive Officer
INTERSTATE POWER COMPANY
(a Delaware Corporation)
Attest:
By:/s/ Joseph C. McGowan By:/s/ Wayne H. Stoppelmoor
Joseph C. McGowan Name: Wayne H. Stoppelmoor
Secretary and Treasurer Title: Chairman of the Board,
President and Chief
Executive Officer
AMW ACQUISITION, INC.
Attest:
By:/s/ Edward M. Gleason By:/s/ Erroll B. Davis, Jr.
Edward M. Gleason Name: Erroll B. Davis, Jr.
Secretary Title: President
WPLH ACQUISITION CO.
Attest:
By:/s/ Edward M. Gleason By:/s/ Erroll B. Davis, Jr.
Edward M. Gleason Name: Erroll B. Davis, Jr.
Secretary Title: President
INTERSTATE POWER COMPANY
(a Wisconsin Corporation)
Attest:
By:/s/ Joseph C. McGowan By:/s/ Michael R. Chase
Joseph C. McGowan Name: Michael R. Chase
Secretary and Treasurer Title: President
EX-99
INTERSTATE POWER COMPANY PRESS RELEASE - May 23, 1996
Dubuque, Iowa
MERGER PARTNERS ANNOUNCE STOCK RATIO CHANGE
DUBUQUE, IOWA -- Interstate Power Company (IPC), IES Industries Inc.
(IES), and WPL Holdings, Inc. (WPLH) today announced they have entered
into an amendment to the merger agreement that the three companies
originally signed on November 10, 1995. This change has been made to
recognize additional value of an investment within IES's diversified
business. As a result of the amendment, holders of IES common stock may
receive 1.01 shares of WPLH common stock for each share of IES common
stock they own on the effective date of the merger. The exchange ratio
would be in lieu of the exchange ratio of .98 shares of WPLH common stock
for each IES share that was called for by the original agreement. Under
the merger agreement as amended, the share exchange ratio applicable to
holders of IPC common stock remains unchanged as does the fact that
shares of WPLH common stock will remain unchanged and outstanding as a
result of the merger.
The change in the IES share exchange ratio is being made to
recognize the potential additional value associated with IES Industries'
investment in McLeod Inc., a telecommunications service provider based in
Cedar Rapids, Iowa. IES presently owns approximately 8.4 million shares
and has options to purchase an additional 1.2 million shares. IES's
fully diluted ownership represents approximately 30% of McLeod.
McLeod has announced its intention to make a public offering of its
Class A Common Stock. In a filing made on May 15, 1996, with the
Securities and Exchange Commission, McLeod indicates it expects the
initial public offering price of its shares to be between $16.00 and
$18.00 per share. "The investment in McLeod further demonstrates the
success of our diversified efforts at IES and the continued increased
return to our shareholders," states Lee Liu, chairman, president and
chief executive officer of IES.
The increase in the IES exchange ratio is contingent upon a public
offering of McLeod common stock, among other contingencies, at a price of
at least $13.00 per share. Should a public offering of McLeod stock not
take place prior to the closing date of the merger, or if the offering is
priced at less than $13.00 per share, the IES share exchange ratio will
remain at .98.
Wayne H. Stoppelmoor, chairman, president and chief executive
officer of Interstate Power Company, Erroll B. Davis, Jr., president and
chief executive officer of WPL Holdings, Inc. and Lee Liu, jointly stated
that the change in the merger agreement is an appropriate adjustment in
light of the developments associated with McLeod, Inc. "We continue to
believe that the combination of these three companies will create
significant long term benefits for our customers, shareowners and
employees," state the three CEOs.
Shareowner meetings to approve the merger will be scheduled by the
three companies for later this summer. Proxy materials will be
distributed to shareowners following review of the materials by the
Securities and Exchange Commission.
