As filed with the Securities and Exchange Commission on
December 19, 1996
Registration No. 33-62644
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Interstate Power Company
(Exact Name of Registrant as Specified in Charter)
Delaware 42-0329500
(State of Incorporation)(IRS Employer Identification No.)
1000 Main Street
P.O. Box 769
Dubuque, Iowa 52004-0769
(319) 582-5421
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive
Offices)
WAYNE H. STOPPELMOOR
Chairman and Chief Executive Officer
Interstate Power Company
1000 Main Street
P.O. Box 769
Dubuque, Iowa 52004-0769
(319) 552-5421
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
It is respectfully requested that the Commission send
copies of all notices, orders and communications to:
CLEMENT F. SPRINGER, JR.
Defrees & Fiske
200 South Michigan Avenue, Suite 1100
Chicago, Illinois 60604
(312) 372-4000
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
post-effective amendment to the registration statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest
reinvestment plans, please check the following box. (Box
Inserted)
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plans, check the following box. (Box
Inserted and Checked)
If this form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list
the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. (Box Inserted)
If this form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration
statement number of the earlier effective registration
statement for the same offering. (Box Inserted)
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. (Box
Inserted)
The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further
amendment which specifically states that this registration
statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until
the registration statement shall become effective on such
date as the Commission acting pursuant to said Section
8(a), may determine.
<PAGE>
I N T E R S T A T E P O W E R C O M P A N Y
Dividend Reinvestment and
Stock Purchase Plan
Stock Symbol IPW
Prospectus
The Company serves in the
shaded area shown below.
Graphic Inserted
<PAGE>
No person has been authorized to give any information or
to make any representation other than those contained in
this Prospectus or incorporated by reference, and, if
given or made, such other information or representation
must be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of these
securities in any State to any person to whom it is
unlawful to make such offer or solicitation in such State.
Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an
implication that information is correct as of any time
subsequent to its date.
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2
USE OF PROCEEDS 2
THE COMPANY 2
THE PLAN 3
Definitions 3
Purpose Prospectus Cover &3
Advantages 4
Administration 4
Participation 5
Costs 6
Purchases 6
Optional Cash 7
Reports to Participants 8
Dividends 8
Certificate of Shares 8
Safekeeping Service for Shares 9
Withdrawal 9
Taxes 10
Other Information 11
DESCRIPTION OF COMMON STOCK 11
LEGALITY 13
EXPERTS 13
INDEMNIFICATION ACT 13
<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus
shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation
or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
SUBJECT TO COMPLETION
DATE OF ISSUANCE: DECEMBER 19, 1996
PROSPECTUS
INTERSTATE POWER COMPANY
Dividend Reinvestment and Stock Purchase Plan
Common Stock
($3.50 par value)
The Company's Common Stock is listed on the New
York, Chicago and Pacific Stock Exchanges
The Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of Interstate Power Company (the "Company")
provides the Company's common stock shareholders,
residential and farm utility customers, and Company
employees with an economical and convenient method of
purchasing shares of the Company's Common Stock.
Interstate Power Company residential and farm utility
customers may enroll in the Plan by making an initial cash
investment. Regular employees of the Company may also
purchase Common Stock through automatic payroll
deductions.
Participants in the Plan may:
Reinvest all or a portion of cash dividends paid on shares
of Interstate Power Company Common Stock, (the "Common
Stock").
Invest by making optional cash payments of not more than
$2,000 per month, with or without reinvesting their
dividends. Employees and residential and farm customers
who are not stockholders of Interstate Power Company
Common Stock may participate in the Plan by making an
initial investment of $50 to $2,000, accompanied by an
Authorization Form.
Receive, upon written request, certificates for whole
shares of Common Stock credited to their Plan account.
Sell shares of Common Stock credited to their Plan account
through the Plan.
Deposit certificates representing Common Stock into the
Plan for safekeeping.
Dividends, optional cash payments and payroll deductions
will be used to purchase shares of Common Stock which, at
the option of the Company, will be either newly issued or
will be purchased on behalf of Plan participants in the
open market by an Independent Agent.
The price of newly issued shares will be the average of
the high and low sales prices of the Company's Common
Stock on the investment date. The price of shares
purchased in the open market will be the weighted average
price at which the Independent Agent acquires the shares.
This Prospectus relates to the balance of 500,000 shares
of Common Stock, par value $3.50 (the "Additional Common
Stock") of the Company registered by Registration
Statement 33-62644. Such balance after the November 20,
1996 dividend reinvestment is 160,462 shares of additional
Common Stock. This prospectus should be retained for
future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files
reports and other information with the Securities and
Exchange Commission (the "SEC"). Such reports, proxy
statements and other information filed by the Company can
be inspected and copied at the offices of the SEC at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C.; 500 West Madison Street, Suite 1400, Chicago, IL.;
and 13th Floor, Seven World Trade Center, New York, NY.
Copies of this material can also be obtained at prescribed
rates from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. The SEC
maintains a Web site that contains reports, proxy and
information statements and other information concerning
the Company that have been filed electronically at
http://www.sec.gov. The common stock of the Company is
listed on the New York, Chicago, and Pacific Stock
Exchanges, where reports, proxy statements and other
information concerning the Company can be inspected.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates herein by reference and,
at any time hereafter prior to the termination of the
offering made by this Prospectus, the Company shall be
deemed to have incorporated herein by reference its Annual
Report on Form 10-K for the year ended December 31, 1995,
and all other reports filed by it pursuant to Section
13(a), 14 or 15(d) of the Exchange Act since the end of
the fiscal year covered by such Annual Report. All such
reports shall be deemed to be incorporated by reference
into this Prospectus.
The Company will provide without charge to each person to
whom this Prospectus is delivered, on the request of any
such person, a copy of any or all of the foregoing
documents incorporated herein by reference (other than
exhibits to such documents). Requests for such copies
should be directed to Director - Investor Services,
Interstate Power Company, P.O. Box 769, Dubuque, Iowa
52004-0769, telephone 319-582-5421.
USE OF PROCEEDS
Since the requirements of Plan participants may be
satisfied by either the issuance of new shares of Common
Stock by the Company, or the purchase of shares of Common
Stock by the Independent Agent in the open market, the
number of shares of Common Stock, if any, that the Company
ultimately will sell under the Plan, or the prices at
which such shares will be sold, is not known and the
Company is unable to predict the number of shares that
will be purchased under the Plan or the prices at which
such shares will be purchased. If new shares of Common
Stock are issued by the Company under the Plan, the
proceeds from the sale will be used for working capital
and capital expenditures or to reduce indebtedness
incurred for such purposes or other general corporate
purposes. If shares are purchased by the Independent
Agent in the open market, the Company will not receive any
proceeds.
THE COMPANY
The Company was incorporated in 1925 under the laws of
Delaware. Its executive offices are located at 1000 Main
Street, P.O. Box 769, Dubuque, Iowa 52004-0769. It is a
public utility engaged principally in the generation,
purchase, transmission, sale and distribution of
electricity in a 10,000 square mile service area having an
estimated population of 338,000 in northeastern and north
central Iowa, southern Minnesota and northwestern
Illinois. The Company also engages in the purchase, sale
and distribution of natural gas in 37 incorporated
communities including Albert Lea, Minnesota, Clinton,
Mason City and Clear Lake, Iowa and Savanna, Illinois, and
in a number of smaller Illinois, Iowa and Minnesota
communities.
<PAGE>
DESCRIPTION OF THE PLAN
The following, which is set forth in question form,
constitutes a complete statement of the Plan:
Definitions
Authorization Card - The form to be completed by the
registered shareholder, Interstate Power Company
residential and farm utility customer, or a regular full-
time or regular part-time employee of the Company to
participate in the Plan.
Regular Employee - An individual who works 20 or more
hours each week in an established Interstate Power Company
job position.
Business Day - Any day on which the New York Stock
Exchange is open for the business of trading securities.
Common Dividend - The cash dividend payable on
Registered Shares.
Dividend Payment Date - The date on which dividends are
payable on the Company's Common Stock, usually the 20th
day of March, June, September and December.
Dividend Record Date - The date on which a person or
entity must be a registered shareholder of Common Stock in
order to receive dividends, usually the 20th day of
February, May, August and November.
Independent Agent - The agent appointed by the Company
from time to time, who acts on behalf of Plan participants
in buying Common Stock on the open market if the Company
elects not to satisfy the requirements of Plan
participants with newly issued shares. The agent will
also sell Plan Shares for participants upon written
request to the Company.
Investment Date - The date on which shares of Common
Stock are acquired under the Plan. The Investment Date is
the 20th day of each month unless such day is not a
Business Day, in which case the Investment Date is the
next succeeding Business Day.
Plan Dividend - The cash dividend payable on shares of
Common Stock held by the Company in your Plan account.
Plan Shares - The shares of Common Stock held by the
Company in a participant's Plan account.
Registered Shares - The shares of Common Stock for which
a participant holds a stock certificate.
Safekeeping Service - The service allowing Plan
participants to deliver all of their Common Stock
certificates to the Stockholder Services Department for
credit of the shares to their Plan account.
Purpose
1. What is the purpose of the Plan?
The Plan provides Common Stock shareholders, residential
and farm utility customers of the Company and regular
employees of the Company with a convenient and economical
way to purchase the Company's Common Stock. Once you are
enrolled in the Plan, cash dividends, as well as any cash
investments and/or payroll deductions, may be used to
purchase shares of Common Stock (both whole and fractional
shares).
YOU SHOULD RECOGNIZE THAT THE COMPANY CANNOT ASSURE YOU OF
A PROFIT OR PROTECT YOU AGAINST A LOSS ON THE SHARES OF
COMMON STOCK PURCHASED UNDER THE PLAN.
2. When did the Plan become effective?
The original Plan became effective February 28, 1977.
This amendment is effective on the effective date of this
Prospectus.
Advantages and Features
3. What are the advantages and features of the Plan?
You may elect to have your cash dividends on all or a
portion of your shares of Common Stock automatically
reinvested.
You may make cash investments of not less than $25 per
payment but up to $2,000 per month for the purchase of
Common Stock.
Residential and farm utility customers of Interstate Power
Company may enroll in the Plan by making a minimum initial
cash investment of $50.00 to purchase Common Stock under
the terms of the Plan.
Regular employees of the Company may purchase shares of
Common Stock through automatic payroll deductions.
A full investment of funds is possible under the Plan
because both full and fractional shares will be credited
to your Plan account.
You may deliver all of your certificates of Common Stock
to the Stockholder Services Department for credit of the
shares represented thereby to your Plan account.
You will receive a statement of account as soon as
practicable following each Investment Date on which shares
are purchased.
Statements of account are your continuing record of
transactions and should be retained for tax purposes.
Administration
4. Who administers the Plan?
The Company will administer the Plan, and will act as
agent for participants, keep a continuing record of their
accounts, send regular statements of account to
participants, and perform other duties relating to the
administration of the Plan. The shares of the Company's
Common Stock purchased under the Plan will be registered
in the name of the Company as agent and custodian for the
participants in the Plan. If the Company elects to meet
the requirements of Plan participants by purchasing shares
of Common Stock in the open market, an Independent Agent
will act on behalf of Plan participants in buying such
shares. The Agent will also sell Plan Shares for
participants upon written request by the participant to
the Company.
The Company reserves the right to interpret and regulate
the Plan as deemed necessary or desirable. The Company,
or the Independent Agent, will not be liable for any act
done in good faith or for any omission to act in good
faith, including, without limitations, any claim of
liability arising out of failure to terminate a
participant's account upon the participant's death prior
to receipt of written notice of such death.
You may contact the Company with questions concerning the
Plan by writing to:
Stockholder Services Department
Interstate Power Company
P.O. Box 769
Dubuque, Iowa 52004-0796
or by calling Stockholder Services Department at 1-319-
557-2230.
The Company reserves the right to suspend, modify or
discontinue the Plan at any time. Any suspension, major
modification or discontinuance of the Plan will be
announced by the Company to all registered holders of its
Common Stock, its employees, and its residential and farm
customers, including both Plan participants and non-
participants.
Participation and Enrollment
5. Who is eligible to participate in the Plan?
Any holder of record of the Company's Common Stock,
Interstate Power Company residential or farm utility
customer, or regular employee of the Company is eligible
to participate in the Plan. In order for any beneficial
owners of the Company's Common Stock to be eligible to
participate in the Plan, they must initially become the
holder of record of such shares by having the stock
transferred into their name.
Under the terms of the Plan, employees of the Company are
eligible to participate in the Plan even if they are not
initially holders of record. To enroll in the Plan the
employee must submit an Authorization Form and a payroll
deduction Authorization to the Stockholder Services
Department.
An Interstate Power Company residential or farm utility
customer may join the Plan without prior common stock
ownership. To enroll in the Plan the Authorization Form
must be accompanied by an initial cash payment of not less
than $50.00.
6. Does ownership of Preferred or Preference Stock or
Bonds of the Company qualify an investor to join the Plan?
No. Under the Plan ownership of shares of Preferred or
Preference Stock or Bonds does not qualify an investor to
participate in the Plan.
7. When may an eligible stockholder join the Plan?
A Common Stockholder on the records of the Company may
join the Plan at any time by completing an Authorization
Form. If a stockholder's executed Authorization Form is
received before or on the record date for a dividend
payment, reinvestment of dividends will commence with that
dividend payment.
If you are joining the Plan as an optional cash payment
only participant, your Authorization Form and initial cash
payment must be received by the Company no later than ten
days prior to the investment date. If the Authorization
Form is received by the Company after that date, the cash
will not be invested until the next investment date. The
investment of optional cash payments will occur on the
20th day of each month unless such day is not a business
day.
The dividend record date is approximate 30 days preceding
each dividend payment date. The dividend payment dates
have customarily been between the 15th and 20th days of
March, June, September and December.
8. What does the Authorization Form provide?
The Authorization Form allows you to choose from a variety
of services and options under the Plan, including (1)
automatic reinvestment of dividends paid on shares of
Common Stock, (2) Optional cash payments of up to $2,000
per month, (3) a free custodial service for depositing
Common Stock certificates with the Plan Administrator for
safekeeping, (4) the ability to sell Shares of Common
Stock through the Plan and (5) the ability to purchase
your initial Plan Shares directly from the Company if you
are an employee or a residential or Farm Customer of
Interstate Power Company.
The Authorization Form is how you indicate to the Company
which Dividend and Optional Cash Payment options you have
chosen for your Plan account. The Authorization Form
directs the Company, as Administrator of the Plan, of your
Plan choices, including 1) automatic reinvestment of
dividends paid on Shares of Common Stock, 2) the option to
receive a check or electronic deposit or to reinvest all
or part of any Dividend or 3) Optional Cash Payments of up
to $2,000 per month.
If a signed Authorization Form is returned with no option
checked, the account will be opened as "Optional Cash"
only.
9. May a stockholder have dividends reinvested under
the Plan for less than all of the shares registered in
that stockholder's name?
Yes. A participant may elect to have the dividends
reinvested on a specified number of shares. If the
participant designates in writing the specified number of
certificate shares for partial reinvestment, the Company
will reinvest the dividends on those shares and will pay
cash dividends on the remaining shares.
10. May a participant change the method of participation
after enrollment?
Yes. If participants elect to change the manner in which
they participate in the Plan, a new Authorization Form
must be completed and returned to the Company. The
Authorization Form must be received no later than the
dividend record date in order to start or stop the
reinvestment of dividends payable on the dividend payment
date.
Costs
11. Are there any expenses to participants in connection
with purchases under the Plan?
Yes. The broker's charge for purchase of the shares on
the market will be assessed against the participant. (The
cost per share will probably be less than $.10 per share.)
However, if the Company elects to use newly issued shares
there would be no brokerage charge. The costs of
administration of the Plan will be paid by the Company.
If a participant withdraws from the Plan, either wholly or
partially, and requests the Company to sell either all or
a portion of his or her shares, the participant will be
charged for the broker's charge and any other fees.
Purchases
12. How may shares of Common Stock will be purchased for
participants?
At the option of the Company, reinvested dividends and
cash payments will be used to purchase authorized but
unissued shares from the Company or shares that are
purchased on the open market by the Independent Agent.
The number of shares purchased depends on the amount of
the participant's reinvested dividends, cash investments,
and the price of the Common Stock. In the case of an
employee participant, the number of shares purchased also
depends on the amount of the employee's payroll deduction.
Each participant's account will be credited with the
number of shares, including fractions computed to three
decimal places, equal to the total amount invested divided
by the purchase price.
13. Who purchases the shares for the Plan?
The Company may elect to satisfy the requirements of Plan
participants with either newly issued shares of Common
Stock, or shares of Common Stock purchased on the open
market. If the Company elects to purchase shares of
Common Stock on the open market, the Independent Agent
will make all such purchases necessary to meet the
requirements of the Plan. The Company does not exercise
any direct or indirect control over the prices or timing
of purchases made by the Independent Agent on the open
market. If open market purchases are not made, the shares
issued under the Plan will be from the authorized but
unissued shares of Common Stock of the Company.
14. What will be the price of shares of Common Stock
purchased under the Plan?
If the Company elects to satisfy the requirements of the
Plan with shares of Common Stock purchased on the open
market, the price of such shares will be the average price
at which the Independent Agent acquires the shares plus a
nominal brokerage commission. The average purchase price
for these shares under the Plan each month will be
obtained by dividing the total purchase price by the total
number of shares. The Company shall have no
responsibility as to the market value of Common Stock
acquired for a participant's account in the open market.
If the Company elects to satisfy the requirements of the
Plan with newly issued shares of Common Stock, the price
of such shares will be 100% of the average of the high
and low sales prices of the Company's Common Stock, based
on the New York Stock Exchange Composite Transactions on
the respective Investment Date. This date is also the
transaction date that will appear on your statement of
account.
Optional Cash Payments
15. Who is eligible to make optional cash payments?
All Plan participants, whether or not they have authorized
the reinvestment of dividends, are eligible to make cash
investments. The Company will apply these cash payments
to the purchase of shares of Common Stock for the account
of each participant on the respective investment dates.
If a participant has checked the "Optional Cash Payments
Only" box on the Authorization Form, the Company will pay
cash dividends on any shares registered in the
participant's name directly to the participant. The
Company will apply any optional cash payment received from
the participant to the purchase of additional shares of
Common Stock for the participant's account. Any optional
cash payments must be received no later than ten days
prior to the investment date. Dividends payable on shares
of common stock held in the Plan may be either fully or
partially reinvested in accordance with the participant's
authorization Form. DIVIDENDS PAYABLE ON SHARES OF COMMON
STOCK HELD IN THE PLAN WILL BE REINVESTED IN ADDITIONAL
SHARES OF COMMON STOCK UNLESS THE PARTICIPANT HAS
SPECIFIED OTHERWISE.
16. How are optional cash payments made?
An initial cash investment may be made by a participant
when enrolling by enclosing a check with the Authorization
Form. CHECKS SHOULD BE MADE PAYABLE TO INTERSTATE POWER
COMPANY and returned with the Authorization Form. The
entire check will be invested and no portion will be
refunded to the participant. Thereafter, cash investments
may be submitted by the use of the cash payment form which
is a part of the statement of account sent to
participants. The Company will acknowledge receipt of
optional cash payments on the monthly statement of
account.
17. What are the limitations on making optional cash
payments?
Cash investments by a participant cannot exceed a total of
$2,000.00 in any month (minimum single payment $25.00).
The same amount of money need not be sent each time, and
there is no obligation to make an optional cash payment
each investment period.
18. When will optional cash payments received by the
Company be invested?
Optional Cash payments will be invested monthly on the
Investment Date. Cash received on or after an Investment
Date will be held by the Company until, and will be
invested on, the next Investment Date. SINCE NO INTEREST
WILL BE PAID BY THE COMPANY ON OPTIONAL CASH PAYMENTS
RECEIVED AND HELD BY THE COMPANY PENDING INVESTMENT ON THE
NEXT INVESTMENT DATE, YOU ARE URGED TO SEND THEM SHORTLY
BEFORE AN INVESTMENT DATE. HOWEVER, ALLOW SUFFICIENT TIME
TO ENSURE THAT YOUR OPTIONAL CASH PAYMENTS WILL BE
RECEIVED AT LEAST TWO BUSINESS DAYS PRIOR TO AN INVESTMENT
DATE. OPTIONAL CASH RECEIVED BY THE COMPANY WILL BE
RETURNED IF A WRITTEN REQUEST FOR REFUND IS RECEIVED BY
THE STOCKHOLDER SERVICES DEPARTMENT PRIOR TO THE MONTHLY
INVESTMENT DATE ON WHICH THE CASH WAS INTENDED FOR
INVESTMENT.
Shares purchased with optional cash payments will earn
their first dividend on the first dividend payment date
following the date of purchase, provided shares are of
record on the following dividend record date. For
example, shares purchased for the Plan on March 20, 1996,
would receive the dividend on the next dividend payment
date of June 20, 1996, but would not be eligible for the
March 20, 1996 dividend.
Reports to Participants
19. What reports will the participant receive?
As soon as practicable following each Investment Date on
which shares are purchased, you will receive a statement
of your account. These statements are a participant's
continuing record of purchases, share balances and other
information and should be retained for tax purposes. In
addition, each participant will receive copies of
information sent to all stockholders including the
Company's quarterly and annual reports, notice of annual
meeting and proxy statement, and income tax information
for reporting dividends paid.
Dividends
20. Will dividends from shares held in the Plan always
be reinvested?
The Company will reinvest the dividends paid on full
shares and fractional shares held in the participant's
Plan account in accordance with the designation made by
the participant on the Authorization Form.
21. Will stock certificates be issued to participants
for shares of Common Stock purchased for the Plan?
All shares purchased on your behalf through the Plan will
be held by the Administrator in book-entry form. You can,
however, at any time and without charge, obtain a
certificate for all or part of the whole shares credited
to your Plan account by making a request in writing to the
Company.
Issuance of certificates will not terminate participation
in the Plan if at least one full share remains in the
account. This request should be mailed to Stockholder
Services Department at the address shown in Question 4.
Any remaining full and fraction shares will remain in the
participant's account. CERTIFICATES FOR FRACTIONAL SHARES
WILL NOT BE ISSUED.
If all full shares are issued to the participant from the
Plan account, the account will be closed and a check
issued for the fractional share value.
Shares credited to the account of a participant under the
Plan may not be pledged as collateral for a loan or other
similar purposes. A participant who wishes to pledge
these shares must request certificates to be issued.
22. In whose name will Plan accounts be maintained and
certificates registered when issued?
Certificates will be issued in the name shown on the
participant's account. Plan accounts will be in the
participant's name as shown on the Company's stockholder
records at the time the participant enters the Plan. Upon
written request, certificates can also be registered and
issued in names other than the account name, subject to
compliance with any applicable laws, provided that the
request bears the signature(s) of the participant(s) and
the signature is guaranteed by a financial institution
that is a member of a recognized medallion signature
guarantee program.
Safekeeping Service for Common Stock Shares
23. What is the purpose of the Plan's Safekeeping
Service for Common Stock shares and how does it work?
Your stock certificates are valuable documents
representing your investment and ownership in Interstate
Power Company. They should be kept in a secure place
where they will be protected from loss, theft or
destruction. The Plan's Share Safekeeping Service
provides for your Company common stock certificates by
allowing you to deposit all the certificates for Common
Stock held by you with the Administrator for safekeeping.
The Share Safekeeping Service keeps your Common Stock on
deposit in your Plan account at no cost to you. Deposited
certificates will be transferred into the name of the
Company, as agent for participants in the Plan, and will
be credited to the participant's Plan account.
Thereafter, the shares will be treated in the same manner
as shares purchased through the Plan.
24. What are the advantages of the Plan's Safekeeping
Service?
The Plan's Safekeeping Service for stock certificates
offers three significant advantages to participants.
First, the risk associated with loss of your stock
certificates is eliminated. Second, because shares for
safekeeping are treated in the same manner as shares
purchased through the Plan, they may be sold through the
Plan in a convenient manner. Third, statements will
reflect reinvestment of dividends and total shares held in
a consolidated single entry. If you wish, the shares
deposited for safekeeping may continue to receive
dividends paid by check or electronic deposit by checking
the share safekeeping only box on the Authorization Form.
You may join the Share safekeeping service at any time
after enrollment by completing a safekeeping deposit form.
25. How may Common Stock certificates be deposited with
the Stockholder Services Department?
Participants who wish to deposit their certificates of
Common Stock for safekeeping should send them, unsigned,
to Stockholder Services with written instructions to
deposit them to their Plan account. We recommend that
securities be sent via registered mail for your
protection.
26. May shares remain on deposit if participation in the
Plan is discontinued?
No. Upon withdrawal from the Plan, participants must
elect to receive their Plan shares either in certificate
form or in cash.
Withdrawing from the Plan
27. How does a participant withdraw from the Plan?
To withdraw from the Plan, either wholly or partially, a
participant must notify the Company in writing. When a
participant withdraws from the Plan or upon termination of
the Plan by the Company, certificates for whole shares
credited to his or her account will be issued and a cash
payment will be made for any fraction of a share.
Upon such withdrawal the participant may also request all
shares be sold. Upon receipt of the participant's
request, Stockholder Services will place a market order
with the Independent Agent to sell those shares as soon as
practicable after receiving the request. The participant
will receive the proceeds of the sale less any brokerage
commission and any other fee as soon as practicable.
28. When may a participant withdraw from the Plan?
If participants' requests for a full or partial withdrawal
are received by Stockholder Services Department on or
after a Dividend Record Date for a dividend payment, such
requests will be processed as soon as practicable after
the records have been balanced for payment of the dividend
and such dividend has been reinvested in the
participants' accounts. Requests received at any other
time will be processed as soon as practicable.
29. May a participant remain in the Plan without
reinvesting dividends on shares held by the participant in
certificate form or held in the Plan?
Yes. See Question 9, 15 and 20.
30. Can a shareholder re-enter the Plan after
withdrawal?
Yes. A shareholder may re-enter the Plan by completing
and signing a new Authorization Form. The Company
reserves the right to reject any Authorization Form from a
previous participant on grounds of excessive withdrawal
and re-entry.
Income Taxes
31. What are the Federal Income Tax consequences of
participation in the Plan?
In general, participants in the Plan have the same federal
income tax obligations with respect to their dividends as
do shareholders who are not Plan participants. This means
that dividends reinvested under the Plan are taxable as
having been received even though the participants did not
actually receive them in cash but, instead, used them to
purchase additional shares under the Plan.
Shares of Common Stock purchased in the open market with
reinvested dividends will have a tax basis equal to the
market price per share (including brokerage commissions
and other fees). The holding period for these shares will
begin on the day following the day the shares were
purchased for the Plan.
The tax basis of newly issued shares acquired through
reinvested cash dividends, cash investments and payroll
deductions is equal to the fair market value of the Common
Stock on the day the shares are purchased. The holding
period for these shares will begin on the day following
the day the shares are acquired for the Plan.
32. What are the Federal income tax consequences of a
sale of shares of Common Stock acquired under the Plan?
Participants will not realize any taxable income when they
receive certificates for shares from their Plan account.
However, participants who receive a cash payment for sale
of shares (even the fractional share) in their account
will recognize a gain or loss when the sale is reported on
their tax report. The gain or loss is the difference
between the share value and the tax basis of the shares.
A gain or loss will also be recognized when you sell
shares previously issued from the Plan. As aid in
calculating your tax liability for these sales be sure to
keep your statements of accounts. You will receive a Form
1099-B from the Company for the proceeds of the sale of
shares from your account.
For further information as to tax consequences of
participation in the Plan, you are advised to consult with
your own tax advisor.
33. How will income tax return information be furnished?
Information for income tax purposes will be provided on
IRS Form #1099 DIV. at year end.
34. What amounts are reinvested for foreign stockholders
subject to United States withholding tax?
The United States income tax withheld will be deducted
from the dividend amount and the net amount remaining will
be reinvested in the Plan. The statements of account
confirming purchases made for foreign participants will
indicate the net dividend payment reinvested.
Foreign stockholders who check the "Optional Cash Payments
Only" box on the Authorization Form will continue to
receive cash dividends on shares registered in their names
in the same manner as if they were not participating in
the Plan. Optional cash payments received from them must
be in United States dollars and will be invested in the
same way as payments from other participants.
Other Information
35. What happens when a participant sells or transfers
all of the shares registered in the participant's name?
If a participant disposes of all certificate shares
registered in the participant's name, the Company will
continue to maintain the shares in the participant's Plan
account unless otherwise instructed in writing.
36. What happens if the Company issues a stock dividend,
declares a stock split, or has a rights offering?
Any shares of Common Stock distributed by the Company as a
stock dividend on shares credited to your Plan account, or
on any split of these shares, will be credited to your
Plan account. In a rights offering your entitlement will
be based on your holdings, including those credited to
your Plan account. Rights from a rights offering
applicable to shares credited to your Plan account,
however, will be sold by Stockholder Services. The
proceeds will be credited to your Plan account and applied
as a cash investment to purchase shares of Common Stock on
the next Investment Date.
Any participant who wishes to exercise stock purchase
rights on their Plan shares must request those shares to
be issued in certificate form in their name. The request
must be received 10 work days prior to the record date for
the rights.
37. How will participants' shares be voted at the annual
meeting of stockholders?
Participants will receive a proxy to vote shares
registered in their name as well as full shares credited
to their Plan account.
38. May the Plan be changed or discontinued?
While the Company hopes to continue the Plan indefinitely,
the Company reserves the right to suspend, modify or
terminate the Plan at any time. Any such action will be
announced to participating and nonparticipating
stockholders.
39. Where should correspondence regarding the Plan be
directed?
All correspondence concerning the Plan should be addressed
to:
Stockholder Services Department
Interstate Power Company
1000 Main Street
P.O. Box 769
Dubuque, Iowa 52004-0769
Phone No. 319-557-2230
DESCRIPTION OF COMMON STOCK (INCLUDING THE ADDITIONAL
COMMON STOCK)
General
The shares of Additional Common Stock will be fully paid
and non-assessable by the Company. The following outline
of certain provisions of the Restated Certificate of
Incorporation, as amended, of the Company and of its Bond
Indenture, dated as of January 1, 1948, as supplemented,
pursuant to which its First Mortgage Bonds have been
issued, copies of which are filed as exhibits to the
Registration Statement, does not purport to be complete
and is qualified in its entirety by express reference
thereto. The holders of the Company's Common Stock at the
annual meeting held May 7, 1991, approved an amendment to
the Company's Restated Certificate of Incorporation, as
amended to increase the Company's authorized Common Stock
to 30,000,000 shares and to increase the total authorized
shares of all classes to 34,000,000 shares.
Dividend Rights
Subject to the following limitations and after the payment
of full cumulative dividends on the Preferred Stock and
the Preference Stock, dividends may be paid on the Common
Stock when and as declared by the Board of Directors.
The Restated Certificate of Incorporation, as amended,
restricts the payment of dividends on Common Stock to 75%
of net income available for Common Stock dividends if the
percentage of capital represented by stock junior to the
Preferred Stock is between 20% and 25% of total
capitalization, as defined, and to 50% of such net income
if such percentage is less than 20%.
The Company's Bond Indenture, as supplemented, provides
that, while any of the First Mortgage Bonds are
outstanding, the Company will not pay any cash dividends
on or make any other distribution with respect to its
Common Stock unless the earned surplus of the Company,
less the sum of (a) the aggregated amount of all such
payments and other distributions made during the period
from December 31,1946, to the date of the proposed payment
of such dividend or the making of such distribution that
have not been charged to such earned surplus and (b) the
excess, if any, of the Company's required Maintenance Fund
payments (before any deduction therefrom based on gross
property additions), over the provisions for depreciation
of property made by the Company by charges against
earnings or earned surplus during the period, shall be at
least equal to the amount of the proposed dividend or
distribution.
Voting Rights
Each holder of Common Stock is entitled to one vote for
each share held. Cumulative voting in the election of
directors was repealed in 1991 by vote of the Company's
shareholders. However, if four quarterly dividends on the
Preferred Stock should be in default, the holders of the
Preferred Stock would have the right to elect a majority
of the directors and the holders of the Common Stock would
have the right to elect the remaining directors. In the
event that six quarterly dividends on the Preference Stock
should be in default, the holders of the Preference Stock
would have the right to elect two additional directors to
the board. The Company must secure the approval of the
holders of certain percentages of the Preferred and
Preference Stock prior to making certain unsecured
borrowings.
Liquidation Rights
After payment to the holders of Preferred Stock and
Preference Stock of the full preferential amounts to which
they are, respectively, entitled, the remaining assets
shall be distributed to the holders of the Common Stock.
In the event of any voluntary liquidation, the holders of
the Preferred Stock are entitled to receive the then
current redemption price thereof and, if such liquidation
is involuntary, the par value thereof plus, in each case,
full cumulative dividends. In the event of voluntary
liquidations, the holders of the Preference Stock are
entitled to receive the then current redemption price
thereof, and, if such liquidation is involuntary, the
amount originally paid to the Company therefor per share
plus, in each case full cumulative dividends.
Preemptive Rights
Holders of Common Stock have no preemptive rights, except
that additional offerings of Common Stock, or any security
convertible into Common Stock, for money, other than by a
public offering or an offering to or through underwriters
or investment bankers who shall have agreed to make a
public offering thereof, must first be offered pro rata to
the holders of the then outstanding shares of Common
Stock.
Liability to Further Calls and to Assessment
The Additional Common Stock will be validly issued and
fully paid and non-assessable upon receipt by the Company
of the purchase price thereof.
<PAGE>
CHANGE OF CONTROL
At the May 7, 1991 annual meeting of shareholders an
amendment to the Company's Restated Certificate of
Incorporation, as amended, was approved to require that
certain "fair price" and procedural conditions be observed
by any party which acquires more than five percent of the
Common Stock to accomplish a merger or other business
combination without the approval of the Company's Board of
Directors including requirements under certain
circumstances of an 80% vote of shareholders for approval
of a business combination. Also in that meeting there was
an approval of amendments to the Company's Restated
Certificate of Incorporation, as amended and the By-Laws
to reorganize the Board of Directors into three classes
with staggered terms.
Transfer Agents and Registrars
The Company serves as transfer agent and registrar for the
Common Stock.
LEGALITY
The legality of the Additional Common Stock offered hereby
will be passed upon for the Company by Defrees & Fiske,
Suite 1100, 200 South Michigan Ave., Chicago, Illinois
60604.
EXPERTS
The financial statements incorporated in this Prospectus
by reference to Interstate Power Company's Annual Report
on Form 10-K have been so incorporated in reliance on the
report of Deloitte & Touche, independent accountants,
given on the authority of said firm as experts in auditing
and accounting.
SECURITIES AND EXCHANGE COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Both Section 145 of the General Corporation Law of the
State of Delaware, under which the Company is
incorporated, and Article IX-A of the By-Laws of the
Company provide for the indemnification of its officers
and directors under certain circumstances. Insofar as
indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to
directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Securities and
Exchange Commission, such indemnification is against
public policy as expressed in the Act and is therefore
unenforceable.
<PAGE>
COMMON STOCK
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Fee $0.00
State Commission Fee 0.00
Printing Expenses 0.00
Fees of Counsel 2,000.00*
Blue Sky Fees and Expenses 0.00
Fees of Independent Accountants 5,000.00*
Fee for Listing Stock on Exchanges 0.00
Miscellaneous 500.00*
Total $7,500.00*
*Estimated
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware provides as follows:
Section 145. Indemnification of officers, directors,
employees and agents; insurance.
(a) A corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as
a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys= fees),
judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) A corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys=
fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation and except that no
indemnification shall be made in respect of any claim,
issue or matter as to which such persons shall have been
adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon
application that, despite the adjudication of liability
but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other
court shall deem proper.
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b), or in defense of
any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys= fees)
actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification under subsections (a) and (b)
(unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director,
officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set
forth in subsections (a) and (b). Such determination
shall be made (1) by the board of directors by a majority
vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such
a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by
the stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative, or investigative action, suit or
proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this
Section. Such expenses (including attorneys' fees)
incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of
directors deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections
of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as
a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, arising out of his
status as such, whether or not the corporation would have
the power to indemnify him against such liability under
the provisions of this section.
(h) For purposes of this Section, references to "the
Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation
or merger which, if its separate existence had continued,
would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as
a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the
provisions of this Section with respect to the resulting
or surviving corporation as he would have with respect to
such constituent corporation if its separate existence had
continued.
(i) For purposes of this Section, references to "other
enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit
plan; and references to "serving at the request of the
corporation" shall include any service as a director,
officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he
reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in
this Section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a
person.
<PAGE>
Article IX-A of the By-Laws of the Company provides as
follows:
ARTICLE IX-A.
INDEMNIFICATION OF DIRECTORS AND OTHERS
BY THE CORPORATION
Provided he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any
criminal action or proceeding, he had no reasonable cause
to believe his conduct was unlawful, every person (and the
heirs, executors and administrators of such person) who is
or was a director, officer, employee or attorney of the
Corporation, or of any partnership, joint venture, trust
or other enterprise or of any other corporation which he
served or is serving as such at the request of the
Corporation, and, as to such other corporation, in which
the Corporation owns shares of capital stock or is a
creditor, shall be indemnified by the Corporation against
all legal and other fees and expenses (including
judgments, fines or penalties and amounts paid, other than
to the Corporation, or actually and reasonably incurred in
connection with settlements, whether with or without court
approval, made with a view to curtailment of costs of
litigation and with the approval of a majority of the
Directors of the Corporation then in office other than
those who have incurred expenses in relation to the matter
for which indemnification is or has been sought, whether
or not such majority constitutes a quorum, or if there are
no such Directors then with the approval of independent
Counsel appointed by the Board) actually and reasonably
incurred by him in connection with or resulting from any
threatened, pending or completed claim, action, suit or
proceeding (whether brought by or in the right of the
Corporation or such other corporation or otherwise),
civil, criminal, administrative or investigative, or any
appeal therein, in which he is made a party by reason of
his serving or having served at the request of the
Corporation as a director, officer, employee or attorney
of the Corporation, or such other corporation,
partnership, joint venture, trust or other enterprise,
before or after the adoption of this By-Law. Such person
shall be indemnified against expenses (including
attorneys' fees) except in relation to matters as to which
he shall be finally determined as a result of such claim,
action, suit or proceeding to be liable to the
Corporation, whether such determination is made by a court
of competent jurisdiction or, in the absence of that,
either by such majority of Directors not seeking
indemnification, acting on the advice of Counsel, or by
independent Counsel appointed by the Board, unless and
only to the extent a court of competent jurisdiction, upon
timely application being made, despite a final
determination of liability, determines that in view of all
of the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses
which such court deems proper. Expenses incurred with
respect to any claim, action, suit or proceeding of the
character above described shall be advanced by the
Corporation prior to the final disposition thereof upon
receipt of an undertaking by or on behalf of the recipient
to repay such amount if it is ultimately determined that
he is not entitled to indemnification under this Article
IX-A. In the case of any claim, action, suit or
proceeding (whether civil, administrative or
investigative), a judgment in or settlement of a civil,
administrative or investigative claim, action, suit or
proceeding, or in the case of a criminal action, suit or
proceeding, a conviction or judgment (whether based on a
plea of guilty or nolo contendere or its equivalent, or
after trial) shall not be deemed a determination or create
a presumption that such director, officer, employee or
attorney, or former director, officer, employee, or
attorney, did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful. Notwithstanding
any prior judgment, settlement or conviction as aforesaid,
indemnification hereunder shall be mandatory upon the
determination that such director, officer, employee, or
attorney, or former director, officer, employee, or
attorney, was acting in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation and with respect to any
criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful. The
indemnification and advancement of expenses granted
hereunder shall not be deemed exclusive of any other
rights to which such director, officer, employee, or
attorney may be entitled under any agreement, vote of
stockholders, or at law or in equity or otherwise, and the
indemnification hereby granted shall be in addition to and
not in restriction or limitation of any other privilege or
power which the Corporation may lawfully exercise with
respect to the indemnification or advancement of expenses
to directors, officers, employees, or attorneys, or
persons formerly holding such positions. For the purposes
of this Article IX-A, references to the " the Corporation"
shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would have
had power and authority to indemnify its directors,
officers, and employees, or attorneys, so that any person
who is or was a director, officer, employee, or attorney
of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director,
officer, employee, or attorney of another corporation,
partnership, joint venture, trust or other enterprise,
shall stand in the same position under this Article IX-A
with respect to the resulting or surviving corporation as
he would have with respect to such constituent corporation
if its separate existence had continued.
Officers and directors of the registrant are covered by
insurance policies purchased by the registrant, under
which they are insured (subject to exceptions and
limitations specified in the policies) against expenses
and liabilities arising out of actions, suits or
proceedings to which they are parties by reason of being
or having been such directors or officers.
Item 16. Exhibits.
Reference is made to information contained in the Exhibit
Index filed as part of this Registration Statement.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represents a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is
on Form S-3 or Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant=s
annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan=s
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in
the registration statement, shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-
Effective Amendment to the Registration Statement 33-62644
to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dubuque, State of Iowa, as
of the 19th day of November, 1996.
INTERSTATE POWER COMPANY
By: /s/ W. H. Stoppelmoor
(W. H. Stoppelmoor,
Chairman and Chief Executive Officer)
<PAGE>
Each person whose signature appears below hereby
authorizes W. H. Stoppelmoor, J. C. McGowan, C. F.
Springer, Jr. and W. D. Carstedt, or any of them, as
attorneys-in-fact with full power of substitution, to
execute in the name and on behalf of such person,
individually, and in each capacity stated below or
otherwise, and to file any and all amendments to this
Post-Effective Amendment to the Registration Statement 33-
62644 as well as any further amendments to the Post-
Effective Amendment or any additional Post-Effective
amendments or amendments to Registration Statement 33-
62644.
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment to Registration
Statement 33-62644 has been signed by the following
persons in the capacities indicated as of the 19th day of
November, 1996.
/s/ W. H. Stoppelmoor
Chairman and Chief Executive Officer (Principal Executive
Officer and Principal Financial Officer) and Director
(W. H. Stoppelmoor)
/s/ W. C. Troy
Controller (Principal Accounting Officer)
(W. C. Troy)
/s/ Alan B. Arends
Director
(A. B. Arends)
/s/ J. E. Byrns
Director
(J. E. Byrns)
/s/ Michael R. Chase
Director
(M. R. Chase)
/s/ A. D. Cordes
Director
(A. D. Cordes)
/s/ J. L. Hanes
Director
(J. L. Hanes)
/s/ G. L. Kopischke
Director
(G. L. Kopischke)
<PAGE>
E X H I B I T I N D E X
Exhibit Number
4(t)
Twentieth Supplemental Indenture of Company to The Chase
Manhattan Bank (National Association) and C. J.
Heinzelmann, as Trustees, dated as of May 15, 1993,
(physically filed with Form S-3 of March 11, 1993 under
the Securities and Exchange Act of 1934, as
Exhibit(4)(u)).
4.2(1)
By-Laws of Company as amended effective October 1, 1996
and presently in effect (designated in Form 10-Q Filed as
of November 14, 1996, as Exhibit EX-3. (ii)).
5.1
Opinion of Defrees & Fiske, counsel for Company
24.a(1)
Consent of Deloitte & Touche is contained in Form 10-K
Filed April 29, 1996 as exhibit EX-23.b
24.b(1)
Consent of Defrees & Fiske is contained in its opinion
filed as Exhibit 5.1
25.1
Power of Attorney contained in signature page of Post-
Effective Amendment and as separately manually signed,
including certificated excerpts of resolutions.
20
Authorization Form
28(d)(1)
Dividend Reinvestment and Stock Purchase Plan, as amended,
is set forth in full in the Prospectus, filed herewith, to
which reference is hereby made.
Exhibits listed above which have heretofore been filed
with the Securities and Exchange Commission, and which
were designated as noted above, are hereby incorporated by
reference and made a part hereof with the same effect as
if filed herewith.
EXHIBIT 5.1
December 19, 1996 6750-8534
Interstate Power Company
1000 Main Street
P.O. Box 769
Dubuque, IA 52004-0769
Gentlemen:
In connection with your proposed Post-Effective Amendment
to S-3 Registration Statement 33-62644, and issuance from time
to time of the balance of the not to exceed 500,000 shares of
common stock, $3.50 par value per share now remaining
registered under said Registration Statement, pursuant to
Interstate Power Company's Dividend Reinvestment and Stock
Purchase Plan, we have examined such corporate records, other
documents and questions of law as we considered necessary for
the purposes of this opinion, including, without limiting the
generality of the foregoing, Interstate Power Company's Restated
Certificate of Incorporation, as amended, and By-Laws, as
amended, and in effect at the date hereof.
A review of the Post-Effective Amendment, indicates the
amendment will permit Plan Participants to receive, at the
Participant's option, all or partial cash dividends on shares
registered under the plan, including on certificate shares
deposited for safekeeping, or stated alternatively, to reinvest
all or a portion of such dividends on such shares in common
stock of Interstate Power Company. The Plan, prior to the
proposed Post-Effective Amendment, required that dividends on
all shares registered in the Plan, whether deposited for
safekeeping or otherwise held in Interstate Power Company's
name as agent, had to be reinvested in common stock of
Interstate Power Company. Partial cash payments of dividends
applied only to shares in certificate form held by the Plan
participants.
With regard to the legality of the issuance of the
balance of the remaining shares to be issued under the
Interstate Power Company Dividend Reinvestment and Stock
Purchase Plan covered by the Post-Effective Amendment and
Prospectus filed thereunder, we hereby incorporate by reference
our opinion of counsel dated May 10, 1993 filed as Exhibit 5,
to Registration Statement 33-62644, and rely upon that opinion
to the extent applicable. We supplement our prior opinion and
are of the opinion that: upon compliance with the relevant
provisions of the Securities Act of 1933, upon the issuance of
any appropriate order or consent or approval, and compliance
with any relevant Securities or Blue Sky laws of any
applicable jurisdictions, when the stock subject to the Post-
Effective Amendment described in the revised Prospectus
contained therein has been obtained, and acquired by
shareholders pursuant to the provisions of the Interstate Power
Company Dividend Reinvestment and Stock Purchase Plan, such
shares of common stock registered under Registration Statement
33-62644, as amended, will be validly and legally issued, fully
paid and non-assessable, and the holders thereof will be
entitled to the rights and privileges appertaining thereto as
set forth in Interstate Power Company's Restated Certificate of
Incorporation, as amended.
We hereby consent to the filing of this opinion as an
exhibit to said Post-Effective Amendment to said Registration
Statement 33-62644 and to the statements with respect to us
included in or made a part of said Post-Effective Amendment to
said Registration Statement.
Yours very truly,
DEFREES & FISKE
EX-20
INTERSTATE POWER COMPANY
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AUTHORIZATION FORM
[ ]
[ ]
I hereby appoint Interstate Power Company as agent under the terms
and conditions of the
Interstate Power Company Dividend Reinvestment and Stock Purchase
Plan as described in the
Prospectus received by me to (Please Check One Option Only):
FULL DIVIDEND REINVESTMENT - I wish to reinvest dividends on
ALL registered
shares of Stock held in the account shown. ($ enclosed)
The dividends on all shares registered in your name and dividends
on Common Stock shares
credited to your account under the Plan will automatically be
reinvested in additional shares of
Common Stock. With this option you may also make Optional Cash
payments (see description
below).
PARTIAL DIVIDEND REINVESTMENT - I wish to reinvest dividends
on
shares of stock. ($ enclosed)
If you are holding certificated shares, you may designate the
number of certificated shares for
which the quarterly Dividend will be paid to you by check or
electronic deposit. The balance of
the Dividend on your certificated shares will be reinvested. If
your shares are held in book-entry
form, you may designate the number of shares for which you would
like to receive a Dividend by
check or electronic deposit. The quarterly Dividend for the
balance of your Plan shares will be
reinvested. With this option you may also make Optional Cash
payments (see description below).
OPTIONAL CASH PAYMENTS ONLY - I wish to make ONLY optional
cash
payments to the Plan. ($ enclosed)
You may make optional cash payments at any time; however, the
Company only makes
purchases once per month. Since no interest will be paid on
amounts held by the Company for
stock purchase, we suggest cash payments be mailed to reach our
office no later than 10 days
prior to the investment date, usually the 20th of the month, if a
business day, or, if not, the next
business day. The amount of each cash payment must be at least
$25, and the total cash payment
may not exceed $2,000 per month. Dividends on shares purchased
will automatically be
reinvested in additional shares of Common Stock.
over
<PAGE>
SHARE SAFEKEEPING ONLY - I wish to receive cash dividends
for book-entry
shares. ($ enclosed)
Dividends on common shares held in book-entry form are paid to you
by check or electronic
deposit. With this option you may also make Optional Cash
payments (see other side for
description).
CUSTOMER STOCK PURCHASE - I wish to enroll in the Dividend
Reinvestment
Plan. ($ enclosed)
You must be a residential or farm customer of Interstate Power
Company to enroll in this portion
of the plan. With this selection you can make Optional Cash
payments (see description above).
Dividends on shares purchased will automatically be reinvested in
additional shares of Common
Stock.
If you are enrolling as a Customer, you must provide us with the
account number from your
Interstate Power Company utility bill and your social security
number as well as an initial
payment of at least $50.00.
IPC ACCT # Social Security #
Stockholder Signature Date
Stockholder Signature Date
Stockholder Signature Date
NOTE: ALL PERSONS WHOSE NAMES APPEAR ABOVE MUST SIGN THIS FORM.
RETURN THE SIGNED AUTHORIZATION FORM IN THE ENVELOPE PROVIDED TO:
STOCKHOLDER SERVICES DEPARTMENT
INTERSTATE POWER COMPANY
1000 MAIN ST
PO BOX 769
DUBUQUE IA 52004-0769
(319) 557-2230
# # # # # # # # # # # # # # # # # # # # # # # # # # # # # # # # #
# # # # #
# FOR OFFICE USE ONLY
#
#
#
# HOLD TILL CERT REISSUED
#
#
#
# SET UP NEW ACCOUNT
#
#
#
# TRANSFER FROM:
#
#
#
# ENROLLED:
#
#
#
# # # # # # # # # # # # # # # # # # # # # # # # # # # # # # # # #
EX-24
Exhibit 24
INTERSTATE POWER COMPANY
POWER OF ATTORNEY
Each of the undersigned directors and officers of INTERSTATE POWER
COMPANY, a Delaware corporation, hereinafter referred to as the
"Company", which intends to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
Registration Statement 33-62644 relating to the balance of 500,000
shares of Common Stock of the par value of $3.50 per share
registered pursuing to such Registration Statement to be sold to
common stockholders, employees and residential and farm customers
pursuant to the Company=s Dividend Reinvestment and Stock Purchase
Plan, DOES HEREBY APPOINT W. H. STOPPELMOOR, J. C. MC GOWAN, C. F.
SPRINGER, JR., AND W. D. CARSTEDT, his true and lawful attorneys,
and each of them his true and lawful attorney, with power to act
without the others and with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign
in the capacity of a director and/or officer of the Company and
file said Post-Effective Amendment to such Registration Statement
and any and all amendments thereto, including any additional Post-
Effective Amendments and Amendments to such Post-Effective
Amendments to such Registration Statement, and all instruments
necessary or incidental in connection therewith, hereby granting
unto said attorneys and each of them full power and authority to
do and perform in the name and on behalf of each of the
undersigned, and in any and all capacities, each act and thing
whatsoever requisite or necessary to be done in and about the
premises, as fully and to all intents and purposes as each of the
undersigned might or could do in person, hereby ratifying and
approving the act of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned have hereunto set
their hands and seals this 19th day November, 1996
/s/ W. H. Stoppelmoor (L.S.)
/s/ James E. Byrns (L.S.)
/s/ R. R. Ewers (L.S.)
/s/ Alan B. Arends (L.S.)
/s/ D. E. Hamill (L.S.)
/s/ Joyce L. Hanes (L.S.)
/s/ W. C. Troy (L.S.)
/s/ Gerald L. Kopischke (L.S.)
/s/ D. D. Jannette (L.S.)
/s/ A. D. Cordes (L.S.)
/s/ J. C. McGowan (L.S.)
/s/ Dale R. Sharp (L.S.)
/s/ Ray P. Richards (L.S.)
/s/ Michael R. Chase (L.S.)
