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): May 22, 1996
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.
On November 10, 1995, 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, and Interstate Power Company ("IPC"), an operating
public utility incorporated under the laws of the State of Delaware, among
others, entered into an Agreement and Plan of Merger providing for the
strategic three-way business combination of WPL, IES and IPC (hereinafter
referred to as the "Merger"). In the Merger, WPL, as a surviving holding
company, will change its name to Interstate Energy Corporation
("Interstate Energy").
On May 22, 1996, WPL, IES and IPC, among others, entered into an
amendment to the Agreement and Plan of Merger (the Agreement and Plan of
Merger as so amended is hereinafter referred to as the "Merger Agreement")
to provide, under certain circumstances, the holders of IES common stock
with an increased share exchange ratio. As revised, the Merger Agreement
does not amend the share exchange ratio applicable to holders of IPC
common stock nor does it change the fact that the outstanding shares of
WPL common stock will remain unchanged and outstanding after the Merger as
shares of Interstate Energy common stock.
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 revised 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.
The exhibits listed in the accompanying Exhibit Index are
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: May 22, 1996. By: /s/ Edward M. Gleason
Edward M. Gleason
Controller, Treasurer and
Corporate Secretary
WISCONSIN POWER AND LIGHT COMPANY
EXHIBIT INDEX TO FORM 8-K
Report Dated May 22, 1996
Exhibit
(2.1) Amendment No. 1 to Agreement and Plan of
Merger and Stock Option Agreements, dated
May 22, 1996, by and among WPL Holdings,
Inc., IES Industries Inc., Interstate Power
Company, AMW Acquisition, Inc., WPLH
Acquisition Co. and Interstate Power
Company.
(2.2) 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. [Incorporated by
reference to Exhibit (2.1) to Wisconsin
Power and Light Company's Current Report on
Form 8-K, dated November 10, 1995]