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): November 10, 1995
IES UTILITIES INC.
(Exact name of registrant as specified in its charter)
Iowa 0-4117-1 42-0331370
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
IES Tower, Cedar Rapids, Iowa 52401
(Address of principal executive offices, including zip code)
(319) 398-4411
(Registrant's telephone number)
Item 5. Other Events.
The Company's parent, IES Industries Inc. ("IES"), WPL
Holdings, Inc. ("WPL"), a holding company incorporated under the
laws of the State of Wisconsin, and Interstate Power Company
("IPC"), an operating public utility incorporated under the laws
of the State of Delaware, have entered into an Agreement and Plan
of Merger, dated as of November 10, 1995 (the "Merger Agreement"),
providing for (a) the merger of IES with and into WPL, which
merger will result in the combination of WPL and IES as a single
holding company to be named Interstate Energy Corporation
("Interstate Energy"), and (b) IPC to become a wholly-owned
subsidiary of Interstate Energy (collectively, the "Merger").
Following the Merger, Interstate Energy will be the parent company
of the Company, IPC, and Wisconsin Power and Light Company, WPL's
present principal utility subsidiary, and will be registered under
the Public Utility Holding Company Act of 1935, as amended.
The Merger has been approved by the Board of Directors
of each of the constituent companies and is expected to close
promptly after all of the conditions to the consummation of the
Merger, including obtaining shareholder approvals and all
applicable regulatory approvals, are fulfilled or waived. The
regulatory approval process is expected to take approximately 12
to 18 months.
The Merger Agreement contains certain covenants of the
parties pending the consummation of the Merger. Generally, the
parties and their subsidiaries, including the Company, must carry
on their businesses in the ordinary course consistent with past
practice, may not increase dividends on common stock in excess of
current levels in the case of IES and IPC and beyond a specified
limit in the case of WPL, and may not issue any capital stock
beyond certain limits. The Merger Agreement also contains
restrictions on, among other things, charter and bylaw amendments,
acquisitions, capital expenditures, dispositions, incurrence of
indebtedness, certain increases in employee compensation and
benefits, and affiliate transactions.
Following the Merger, Mr. Lee Liu will be Chairman of
the Board of Interstate Energy, Mr. Erroll B. Davis, Jr. the
current President and Chief Executive Officer of WPL, will be
President and Chief Executive Officer of Interstate Energy and
Chief Executive Officer of the Company. Mr. Blake O. Fisher, Jr.
will continue as President of the Company. The Company's Board of
Directors is expected to consist of 15 members, 6 of whom will be
designated by IES, 6 of whom will be designated by WPL, and 3 of
whom will be designated by IPC.
The business of Interstate Energy will consist of
utility operations and various non-utility enterprises, and it is
expected that its utility subsidiaries will serve more than
850,000 electric customers and 360,000 natural gas customers in
Iowa, Illinois, Minnesota and Wisconsin.
IES, WPL and IPC recognize that, as a result of the new
registered holding company structure, the Securities and Exchange
Commission ("SEC") may require divestiture of their existing gas
operations and certain non-utility operations, but they will seek
approval from the SEC to maintain such businesses. When
divestiture has been required in the past, the SEC has
historically allowed companies sufficient time to accomplish
divestitures in a manner that protects shareholder value. The
Company cannot predict what action may be required by the SEC or
the effect of any divestiture if required. Furthermore, the
Company cannot predict what actions might be required by other
federal or state regulatory authorities as a condition to approval
of the Merger.
The Merger will not impair the lien of the Company's
Indenture of Mortgage and Deed of Trust, dated as of August 1,
1940 (as amended and supplemented, the "1940 Indenture"), the
Indenture or Deed of Trust, dated as of February 1, 1923 (as
amended and supplemented, the "ISU 1923 Indenture") and the
Mortgage and Deed of Trust, dated as of September 1, 1993 (as
amended and supplemented, the "Mortgage") and will not impair the
rights and powers of (a) any of the trustees under the 1940
Indenture, the ISU 1923 Indenture, the Mortgage or the Company's
proposed Subordinated Indenture (the "Subordinated Indenture"), or
(b) the debtholders under the 1940 Indenture, the ISU 1923
Indenture, the Mortgage or the Subordinated Indenture.
The Merger Agreement is filed as an exhibit to this
Current Report on Form 8-K and is incorporated herein by
reference. The brief summary of certain 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.
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 IES Industries Inc. Form 8-K,
filed November 17, 1995).
SIGNATURES
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 thereunto duly authorized.
IES UTILITIES INC.
Date: November 21, 1995 By: /s/ Richard A. Gabbianelli
Richard A. Gabbianelli
Controller & Chief Accounting
Officer
