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
WPL Holdings, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 1-9894 39-1380265
(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., a holding company
incorporated under the laws of the State of Wisconsin ("WPL"), IES
Industries Inc., a holding company incorporated under the laws of the
State of Iowa ("IES"), and Interstate Power Company, an operating public
utility incorporated under the laws of the State of Delaware ("IPC"),
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 the
surviving holding company, will change its name to Interstate Energy
Corporation ("Interstate Energy").
On May 22, 1996, WPL, IES and IPC 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 recognize
the increase in value associated with IES's investment in McLeod, Inc., a
telecommunications service provider based in Cedar Rapids, Iowa
("McLeod"). As a result of the amendment, the Merger Agreement provides
that if, among other things, McLeod completes a proposed initial public
offering of its Class A Common Stock at a price equal to or greater than
$13.00 per share prior to the closing date of the Merger, then each
outstanding share of common stock, no par value, of IES (the "IES Common
Stock") will be cancelled and converted into the right to receive 1.01
shares of common stock, par value $.01 per share, of Interstate Energy
(the "Interstate Energy Common Stock") rather than the .98 shares of
Interstate Energy Common Stock each outstanding share of IES Common Stock
was entitled to receive under the terms of the original Agreement and Plan
of Merger. However, in the event, among other things, a public offering
of McLeod's Class A Common Stock is not completed by such time or the
offering is priced at less than $13.00 per share, the IES share exchange
ratio will remain at .98. The Merger Agreement continues to provide that
each outstanding share of common stock, par value $3.50 per share, of IPC
will be cancelled and converted into the right to receive 1.11 shares of
Interstate Energy Common Stock and that the outstanding shares of common
stock, par value $.01 per share, of WPL will remain unchanged and
outstanding as shares of Interstate Energy Common Stock. In this Current
Report on Form 8-K, unless the context otherwise requires, all references
to Interstate Energy Common Stock include, if applicable, the associated
rights to purchase shares of such common stock pursuant to the terms of
the Rights Agreement between WPL and Morgan Shareholder Services Trust
Company, as Rights Agent thereunder, dated as of February 22, 1989.
The Merger Agreement and the press release issued in connection
with the execution of the amendment thereto are filed as exhibits to this
Current Report on Form 8-K and are 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.
WPL HOLDINGS, INC.
Date: May 22, 1996 By: /s/ Edward M. Gleason
Edward M. Gleason
Vice President, Treasurer and
Corporate Secretary
WPL HOLDINGS, INC.
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 WPL Holdings, Inc.'s
Current Report on Form 8-K, dated November
10, 1995]
(99) WPL Holdings, Inc., IES Industries Inc. and
Interstate Power Company Press Release,
dated May 22, 1996.