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): August 16, 1996
IES INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Iowa 1-9187 42-1271452
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
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 holding company, will change its name to Interstate Energy
Corporation (Interstate Energy).
On May 22, 1996, IES, WPLH and IPC entered into an amendment
(hereinafter referred to as "Amendment No. 1") to the Agreement and Plan
of Merger 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 Amendment No. 1, and the satisfaction of
certain contingencies included in Amendment No. 1, each outstanding
share of common stock, no par value, of IES (the "IES Common Stock") was
to 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.
On August 16, 1996, IES, WPLH and IPC entered into a second
amendment (hereinafter referred to as "Amendment No. 2") to the
Agreement and Plan of Merger (the Agreement and Plan of Merger as
amended by Amendment No. 1 and Amendment No. 2 is hereinafter referred
to as the "Merger Agreement") to increase the IES exchange ratio from
1.01 to 1.14. The IES exchange ratio was adjusted in conjunction with
the rejection by the IES Board of Directors of an unsolicited proposal
made for IES by Des Moines, Iowa-based MidAmerican Energy Company. The
Merger Agreement now provides that each outstanding share of IES Common
Stock will be cancelled and converted into the right to receive 1.14
shares of Interstate Energy Common Stock rather than the 1.01 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 as amended by Amendment No. 1. 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 issued in connection with the execution of
Amendment No. 2 is filed as an exhibit to this Current Report on Form 8-
K and is 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. 2 to Agreement and Plan of Merger, as amended,
dated August 16, 1996, by and among IES Industries Inc., WPL
Holdings, Inc., Interstate Power Company, WPLH Acquisition Co.
and Interstate Power Company. (Filed as Annex I to the
Supplement to Joint Proxy Statement of WPL Holdings, Inc., IES
Industries Inc. and Interstate Power Company, dated August 21,
1996).
2(b) 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(c) 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).
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: August 27, 1996
