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): January 7, 1994
IES UTILITIES INC.
(formerly IOWA ELECTRIC LIGHT AND POWER COMPANY)
(Exact name of registrant as specified in its charter)
Iowa 0-4117-1 42-0331370
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
IE: Tower, Cedar Rapids, Iowa 52401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 319-398-4411
Item 2. Acquisition and Disposition of Assets.
On June 4, 1993, IES Industries Inc. (IES) announced that its wholly-owned
utility subsidiaries, Iowa Electric Light and Power Company (IE) and Iowa
Southern Utilities Company (IS), filed applications for regulatory authority to
merge. The merger became effective December 31, 1993, following receipt of all
necessary board, shareholder and regulatory approvals.
IE is and IS was a public utility operating company engaged in supplying
electric energy and natural gas in the State of Iowa. IE also supplies, to a
limited extent, steam for heating and industrial processing. IE is the
surviving corporation and has been renamed IES Utilities Inc. The outstanding
shares of common stock of IS have been cancelled and retired, and the separate
existence of IS has ceased. IES Utilities Inc. serves a total of 325,000
electric and 170,000 natural gas retail customers as well as 32 resale customers
in more than 550 Iowa communities. IES Utilities Inc., the principal subsidiary
of IES, intends to continue to use the assets and property of IE and IS in the
same way as they were utilized prior to the merger.
The merger will be accounted for in a manner similar to pooling of
interests accounting and future financial statements will be presented as if the
companies were merged as of the earliest period shown.
The IES Press Release announcing the effective date of the merger is
attached hereto and incorporated by reference herein.
Item 5. Other Events.
As discussed in Item 2. in connection with the merger of IE and IS, IE's
name has been changed to IES Utilities Inc.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements -
It is not practicable to file the required historical financial information
because IE and IS no longer exist in their pre-merger form. The audited Balance
Sheets at December 31, 1993 and 1992, and the audited Statements of Income and
Statements of Cash Flows for the years ended December 31, 1993, 1992 and 1991,
together with the Report of Independent Public Accountants, for IES Utilities
Inc. will be filed on Form 8-K/A as soon as practicable (no later than 60 days
from the date of this report) as an amendment incorporating such information
into this Form 8-K.
(b) Unaudited Pro Forma Combined Financial Statements -
It is not practicable to file the required unaudited pro forma financial
information because IE and IS no longer exist in their pre-merger form. The
audited Balance Sheets at December 31, 1993 and 1992, and the audited Statements
of Income and Statements of Cash Flows for the years ended December 31, 1993,
1992 and 1991, together with the Report of Independent Public Accountants, for
IES Utilities Inc. will be filed on Form 8-K/A as soon as practicable (no later
than 60 days from the date of this report) as an amendment incorporating such
information into this Form 8-K.
(c) Exhibits
*2(a) Agreement and Plan of Merger between IE and IS
dated as of June 4, 1993 ("Agreement and Plan of
Merger") (Filed as Exhibit 2 to the IE Current
Report on Form 8-K, dated June 4, 1993 (File
No. 0-4117-1)).
*2(b) Amendment 1 dated June 16, 1993, to the Agreement
and Plan of Merger (Filed as Exhibit 2(b) to the
IE Registration Statement on Form S-3, dated
September 14, 1993 (File No. 33-68796)).
*2(c) Amendment 2 dated September 8, 1993, to the
Agreement and Plan of Merger (Filed as Exhibit
2(c) to the IE Registration Statement on Form
S-3, dated September 14, 1993 (File No.
33-68796)).
*2(d) Amendment 3 dated September 27, 1993, to the
Agreement and Plan of Merger (Filed as Exhibit
2(d) to the IE Current Report on Form 8-K, dated
December 9, 1993 (File No. 0-4117-1)).
4(a) Articles of Merger of Iowa Southern Utilities
Company into Iowa Electric Light and Power
Company (renamed IES Utilities Inc.), dated
December 27, 1993.
4(b) Amended Restated Articles of Incorporation of IES
Utilities Inc. (formerly Iowa Electric Light and
Power Company), dated January 6, 1994.
99 IES Press Release dated December 30, 1993.
__________________________________________
*This exhibit was previously filed as an exhibit to a
registration statement or report previously filed with
the Commission under the file and exhibit numbers shown
after each such exhibit and is hereby incorporated by reference herein.
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)
Date January 7, 1994 By /s/ Blake O. Fisher, Jr.
(Signature)
Blake O. Fisher, Jr.
Executive Vice President, Chief
Financial Officer and Director