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
Wisconsin Power and Light Company
(Exact name of registrant as specified in its charter)
Wisconsin 0-337 39-0714890
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
222 West Washington Avenue, Madison, Wisconsin 53703
(Address of principal executive offices, including zip code)
(608) 252-3311
(Registrant's telephone number)
Item 5. Other Events.
WPL Holdings, Inc. ("WPL"), a holding company incorporated under
the laws of the State of Wisconsin and the parent corporation of Wisconsin
Power and Light Company (the "Company"), IES Industries Inc. ("IES"), a
holding company incorporated under the laws of the State of Iowa,
Interstate Power Company ("IPC"), an operating public utility incorporated
under the laws of the State of Delaware, and AMW Acquisition, Inc.
("AMW"), a wholly owned subsidiary of WPL 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 (the "IES Merger"),
and (b) the merger of AMW with and into IPC, which merger will result in
IPC becoming a wholly owned subsidiary of WPL (the "IPC Merger", and
together with the IES Merger, the "Merger"). 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 shareowner approvals and all applicable
regulatory approvals, are fulfilled or waived. The regulatory approval
process is expected to take approximately 12 to 18 months.
In the Merger, WPL will change its name to Interstate Energy
Corporation ("Interstate Energy") and, following the Merger, Interstate
Energy will be the parent company of the Company, IES's present utility
subsidiary, IES Utilities Inc. ("Utilities"), and IPC, and will be
registered under the Public Utility Holding Company Act of 1935, as
amended.
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, the Company's Board of Directors is expected
to consist of 15 directors, 6 of whom will be designated by WPL, 6 of whom
will be designated by IES and 3 of whom will be designated by IPC. Mr.
Erroll B. Davis, Jr., the current President and Chief Executive Officer of
WPL and the Company, will continue to serve as President and Chief
Executive Officer of Interstate Energy and the Company after the Merger
and will also become the Chief Executive Officer of Utilities and 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.
In response to the announcement of the Merger, Standard and Poor's
Corporation ("S&P") placed its ratings of the Company's "AA" rated senior
secured debt, "AA-" rated preferred stock and "A-1+" rated commercial
paper on CreditWatch with negative implications. The ratings of
Utilities' "A" rated senior secured debt, "A-" rated preferred stock and
"A-1" rated commercial paper were placed on CreditWatch with positive
implications. The ratings of IPC's "A+" rated senior secured debt, "A"
rated senior unsecured debt, "A" rated preferred stock and "A-1" rated
commercial paper were affirmed. S&P indicated that if the Merger is
completed, the likely credit ratings for the senior secured debt of the
Company, Utilities and IPC are expected to be "A+".
Moody's Investors Service ("Moody's") placed the Company's "Aa2"
rated senior secured debt, "(P)Aa2" rated senior secured debt shelf
registration, "aa3" rated preferred stock, "(P)aa3" rated preferred stock
shelf registration and "Aa3" counterparty rating under review for possible
downgrade. The ratings of Utilities' "A2" rated senior secured debt,
"(P)A2" rated senior secured debt shelf registration, "A2" rated secured
pollution control bonds, "A3" unsecured pollution control bonds, "(P)A3"
rated senior unsecured debt shelf registration, "(P)Baa1" rated junior
subordinated unsecured debt shelf registration and "A3" counterparty
rating have been placed under review for possible upgrade. In addition,
IPC's "A1" rated senior secured debt, "(P)A1" rated senior secured debt
shelf registration, "A2" rated unsecured pollution control bonds, "a2"
rated preferred stock, "(P)a2" rated preferred stock shelf registration
and "A2" counterparty rating have been placed under review for possible
downgrade. Moody's indicated that the "Prime-1" short term ratings of the
three companies are not under review.
WPL, IES and IPC recognize that, as a result of the new registered
holding company structure, the Securities and Exchange Commission (the
"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. If divestiture is ultimately required, the
SEC has historically allowed companies sufficient time to accomplish
divestitures in a manner that protects shareowner 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 or Deed of Trust, dated August 1, 1941 (as amended and
supplemented, the "Indenture"), securing its First Mortgage Bonds, will
not impair the rights and powers of the trustees or debtholders under the
Indenture, and will not impair or alter in any way the rights, preferences
or limitations of any shares of the Company's Preferred Stock, without par
value.
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) Exhibit.
The exhibit listed in the accompanying Exhibit Index is filed
as part of this Current Report on Form 8-K.
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.
WISCONSIN POWER AND LIGHT COMPANY
Date: November 22, 1995 By: /s/ William D. Harvey
William D. Harvey
Senior Vice President
WISCONSIN POWER AND LIGHT COMPANY
EXHIBIT INDEX TO FORM 8-K
Report Dated November 10, 1995
Exhibit
(2.1) 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.*
* The schedules and exhibits to this document are not being filed
herewith. The Registrant agrees to furnish supplementally a copy of any
such schedule or exhibit to the Securities and Exchange Commission upon
request.