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 INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Iowa 1-9187 42-1271452
(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 (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
recognize the increase in value associated with IES's investment in
McLeod, Inc., a telecommunications service provider based in Cedar
Rapids, Iowa (McLeod), and to set forth the requirements in the event IES
Utilities Inc., a wholly-owned subsidiary of IES, is required, pursuant
to Wisconsin law, to reincorporate to be a Wisconsin corporation.
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 WPLH will remain
unchanged and outstanding as shares of Interstate Energy Common Stock.
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.
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.
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 INDUSTRIES INC.
(Registrant)
By /s/ Stephen W. Southwick
(Signature)
Stephen W. Southwick
Vice President, General Counsel & Secretary
Date: May 24, 1996
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: By:
Name:
Title:
IES INDUSTRIES INC.
Attest:
By: By:
Name:
Title:
INTERSTATE POWER COMPANY
(a Delaware Corporation)
Attest:
By: By:
Name:
Title:
AMW ACQUISITION, INC.
Attest:
By: By:
Name:
Title:
WPLH ACQUISITION CO.
Attest:
By: By:
Name:
Title:
INTERSTATE POWER COMPANY
(a Wisconsin Corporation)
Attest:
By: By:
Name:
Title:
For Release: May 22, 1996
Contact: Diane Ramsey, IES Industries Inc.
(319) 398-7288
Terry Harrmann, Interstate Power Co.
(319) 557-2215
Linda Brei, WPL Holdings, Inc.
(608) 252-3081
MERGER PARTNERS ANNOUNCE STOCK RATIO CHANGE
CEDAR RAPIDS, IOWA -- IES Industries Inc. (IES), Interstate Power
Company (IPC) 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. This
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.
-more-
MERGER PARTNERS ANNOUNCE STOCK RATIO CHANGE - PAGE TWO
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 indicated it expects the
initial public offering price of its shares would 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.
-more-
MERGER PARTNERS ANNOUNCE STOCK RATIO CHANGE - PAGE THREE
Lee Liu, Erroll B. Davis, Jr., president and chief executive
officer of WPL Holdings, Inc. and Wayne H. Stoppelmoor, chairman,
president and chief executive officer of Interstate Power Company,
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.
