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): November 10, 1995 IES UTILITIES INC. (Exact name of registrant as specified in its charter) Iowa 0-4117-1 42-0331370 (State or other (Commission File (IRS Employer jurisdiction of Number) 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. The Company's parent, IES Industries Inc. ("IES"), WPL Holdings, Inc. ("WPL"), a holding company incorporated under the laws of the State of Wisconsin, and Interstate Power Company ("IPC"), an operating public utility incorporated under the laws of the State of Delaware, have entered into an Agreement and Plan of Merger, dated as of November 10, 1995 (the "Merger Agreement"), providing for (a) the merger of IES with and into WPL, which merger will result in the combination of WPL and IES as a single holding company to be named Interstate Energy Corporation ("Interstate Energy"), and (b) IPC to become a wholly-owned subsidiary of Interstate Energy (collectively, the "Merger"). Following the Merger, Interstate Energy will be the parent company of the Company, IPC, and Wisconsin Power and Light Company, WPL's present principal utility subsidiary, and will be registered under the Public Utility Holding Company Act of 1935, as amended. The Merger has been approved by the Board of Directors of each of the constituent companies and is expected to close promptly after all of the conditions to the consummation of the Merger, including obtaining shareholder approvals and all applicable regulatory approvals, are fulfilled or waived. The regulatory approval process is expected to take approximately 12 to 18 months. The Merger Agreement contains certain covenants of the parties pending the consummation of the Merger. Generally, the parties and their subsidiaries, including the Company, must carry on their businesses in the ordinary course consistent with past practice, may not increase dividends on common stock in excess of current levels in the case of IES and IPC and beyond a specified limit in the case of WPL, and may not issue any capital stock beyond certain limits. The Merger Agreement also contains restrictions on, among other things, charter and bylaw amendments, acquisitions, capital expenditures, dispositions, incurrence of indebtedness, certain increases in employee compensation and benefits, and affiliate transactions. Following the Merger, Mr. Lee Liu will be Chairman of the Board of Interstate Energy, Mr. Erroll B. Davis, Jr. the current President and Chief Executive Officer of WPL, will be President and Chief Executive Officer of Interstate Energy and Chief Executive Officer of the Company. Mr. Blake O. Fisher, Jr. will continue as President of the Company. The Company's Board of Directors is expected to consist of 15 members, 6 of whom will be designated by IES, 6 of whom will be designated by WPL, and 3 of whom will be designated by IPC. The business of Interstate Energy will consist of utility operations and various non-utility enterprises, and it is expected that its utility subsidiaries will serve more than 850,000 electric customers and 360,000 natural gas customers in Iowa, Illinois, Minnesota and Wisconsin. IES, WPL and IPC recognize that, as a result of the new registered holding company structure, the Securities and Exchange Commission ("SEC") may require divestiture of their existing gas operations and certain non-utility operations, but they will seek approval from the SEC to maintain such businesses. When divestiture has been required in the past, the SEC has historically allowed companies sufficient time to accomplish divestitures in a manner that protects shareholder value. The Company cannot predict what action may be required by the SEC or the effect of any divestiture if required. Furthermore, the Company cannot predict what actions might be required by other federal or state regulatory authorities as a condition to approval of the Merger. The Merger will not impair the lien of the Company's Indenture of Mortgage and Deed of Trust, dated as of August 1, 1940 (as amended and supplemented, the "1940 Indenture"), the Indenture or Deed of Trust, dated as of February 1, 1923 (as amended and supplemented, the "ISU 1923 Indenture") and the Mortgage and Deed of Trust, dated as of September 1, 1993 (as amended and supplemented, the "Mortgage") and will not impair the rights and powers of (a) any of the trustees under the 1940 Indenture, the ISU 1923 Indenture, the Mortgage or the Company's proposed Subordinated Indenture (the "Subordinated Indenture"), or (b) the debtholders under the 1940 Indenture, the ISU 1923 Indenture, the Mortgage or the Subordinated Indenture. The Merger Agreement is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The brief summary of certain provisions of the Merger Agreement set forth above is qualified in its entirety by reference to that agreement. Item 7. Financial Statements and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits. 2 Agreement and Plan of Merger, dated as of November 10, 1995, by and among WPL Holdings, Inc., IES Industries Inc., Interstate Power Company and AMW Acquisition, Inc. (Filed as Exhibit 2.1 to IES Industries Inc. Form 8-K, filed November 17, 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 UTILITIES INC. Date: November 21, 1995 By: /s/ Richard A. Gabbianelli Richard A. Gabbianelli Controller & Chief Accounting Officer