Exhibit 4(a)
ARTICLES OF MERGER OF
IOWA SOUTHERN UTILITIES COMPANY
INTO
IOWA ELECTRIC LIGHT AND POWER COMPANY
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to the provisions of Section 1105 of the Iowa Business Corporation
Act, the undersigned corporations adopt the following Articles of Merger:
1. The Agreement and Plan of Merger (the "Plan of Merger"), providing
for the merger (the "Merger") of Iowa Southern Utilities Company
with and into Iowa Electric Light and Power Company, is set forth
in its entirety as Exhibit I attached hereto and hereby made a part
hereof. The Plan of Merger also provides that the surviving
corporation will be renamed upon the consummation of the Merger
with the filing of Restated Articles of Incorporation of Iowa
Electric Light and Power Company under the new corporate name. In
accordance therewith, Iowa Electric Light and Power Company has
contemporaneously submitted for filing with the Secretary of State
of Iowa Restated Articles of Incorporation which change its
corporate name to:
IES Utilities Inc.
2. The Plan of Merger was approved by the shareholders of each
corporation and;
(a) The designation, number of outstanding shares,
and number of votes entitled to be cast by
each voting group entitled to vote separately
on the Plan of Merger as to each corporation
was:
Number of
Number of Votes
Outstanding Entitled
Name of Corporation Designation Shares To Be Cast
Iowa Southern Utilities Common Stock 2,874,274 2,874,274
Company
Iowa Electric Light and Common Stock 13,370,788 13,370,788
Power Company
Iowa Electric Light and 4.30% Preferred 120,000 120,000
Power Company
Iowa Electric Light and 4.80% Preferred 146,406 146,406
Power Company
Iowa Electric Light and 6.10% Preferred 100,000 100,000
Power Company
(b) The total number of shares cast for and against the Plan
of Merger by each voting group entitled to vote
separately on the Plan of Merger as to each corporation
was:
Total Total
Number of Number of
Votes Cast Votes Cast
For the Against
Plan the Plan
Name of Corporation Voting Group of Merger of Merger
Iowa Southern Utilities Common Stock 2,874,274 0
Company
Iowa Electric Light and Common Stock 13,370,788 0
Power Company
Iowa Electric Light and 4.30% Preferred 110,917 0
Power Company
Iowa Electric Light and 4.80% Preferred 91,625 267
Power Company
Iowa Electric Light and 6.10% Preferred 63,174 0
Power Company
and the total number of votes cast for the Plan of Merger by each voting group
was sufficient for approval of the Plan of Merger by that voting group.
3. These Articles of Merger and the Merger shall become effective at
11:59:58 P.M. Central Standard Time, on December 31, 1993.
Dated: December 30, 1993.
IOWA ELECTRIC LIGHT AND POWER COMPANY
BY: /s/ Lee Liu
Lee Liu, Chairman of the Board and
Chief Executive Officer
IOWA SOUTHERN UTILITIES COMPANY
BY: /s/ Dean E. Ekstrom
Dean E. Ekstrom, Vice President and
General Manager