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
IES UTILITIES INC.
(Exact name of registrant as specified in its charter)
Iowa 0-4117-1 42-0331370
(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) 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.
On November 10, 1995, IES Industries Inc., a holding company
incorporated under the laws of the State of Iowa and the Company's
parent (IES), WPL Holdings, Inc., a holding company incorporated under
the laws of the State of Wisconsin (WPLH), and Interstate Power Company,
an operating public utility incorporated under the laws of the State of
Delaware (IPC), among others, entered into an Agreement and Plan of
Merger, providing for the strategic three-way business combination of
IES, WPLH and IPC (hereinafter referred to as the "Merger"). In the
Merger, WPLH, as the surviving company, will change its name to
Interstate Energy Corporation (Interstate Energy).
On May 22, 1996, IES, WPLH 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
provide, under certain circumstances, the share exchange ratio for IES
shareholders to increase from .98 to 1.01 shares of Interstate Energy
common stock. As revised, the Merger Agreement does not amend the share
exchange ratio applicable to IPC common stock nor does it change the
fact that the outstanding shares of WPLH common stock will remain
unchanged and outstanding after the Merger. The amendment also sets
forth the requirements in the event the Company is required, pursuant to
Wisconsin law, to reincorporate to be a Wisconsin corporation.
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, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
2(a) Amendment No. 1 to Agreement and Plan of Merger and Stock
Option Agreements, dated May 22, 1996, by and among IES
Industries Inc., WPL Holdings, Inc., Interstate Power Company,
AMW Acquisition, Inc., WPLH Acquisition Co. and Interstate
Power Company. (Filed as Exhibit 2(a) to IES's Current Report
on Form 8-K, dated May 22, 1996).
2(b) Agreement and Plan of Merger, dated as of November 10, 1995,
by and among IES Industries Inc., WPL Holdings, Inc.,
Interstate Power Company and AMW Acquisition, Inc. (Filed as
Exhibit 2.1 to IES's Current Report on Form 8-K, dated
November 10, 1995).
99 IES Industries Inc., WPL Holdings, Inc. and Interstate Power
Company Press Release, dated May 22, 1996. (Filed as
Exhibit 99 to IES's Current Report on Form 8-K, dated May 22,
1996).
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.
(Registrant)
By /s/ Stephen W. Southwick
(Signature)
Stephen W. Southwick
Vice President, General Counsel & Secretary
Date: May 24, 1996
