Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
WPL Holdings, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1380265
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
222 West Washington Avenue
Madison, Wisconsin 53703
(Address of principal executive offices) (Zip Code)
WPL Holdings, Inc. Long-Term Equity Incentive Plan
(Full title of the plan)
Erroll B. Davis, Jr. Copy to:
President and Chief Executive Officer
WPL Holdings, Inc. Benjamin F. Garmer, III
222 West Washington Avenue Foley & Lardner
Madison, Wisconsin 53703 777 East Wisconsin Avenue
(608) 252-3311 Milwaukee, Wisconsin 53202
(Name, address and telephone number, (414) 271-2400
including area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
Common Stock,
$.01 par
value, with
attached 1,000,000 $30.71875 (2) $30,718,750 (2) $9,063
Common Stock shares and
Purchase Rights rights
(1) Each share of WPL Holdings, Inc. Common Stock issued will have
attached thereto one Common Stock Purchase Right.
(2) Estimated pursuant to Rule 457(c) and (h) under the Securities
Act of 1933 solely for the purpose of calculating the
registration fee based on the average of the high and low prices
for WPL Holdings, Inc. Common Stock on the New York Stock
Exchange Composite Tape on December 2, 1997. The value
attributable to the Common Stock Purchase Rights is reflected in
the price of the Common Stock.
_________________________________
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by WPL Holdings, Inc. (the
"Company") with the Commission are hereby incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed on March 19, 1997.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1997, filed on May 15,
August 13 and November 14, 1997, respectively.
3. The description of the Company's Common Stock contained in
Item 4 of the Company's Registration Statement on Form 8-B, dated April 1,
1988, including any amendment or report filed for the purpose of updating
such description.
4. The description of the Company's Common Stock Purchase
Rights contained in Item 1 of the Company's Registration Statement on Form
8-A, dated February 27, 1989, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of filing of this Registration Statement and
prior to such time as the Company files a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a
willful failure to deal fairly with the Company or its shareowners in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should be noted
that the Wisconsin Business Corporation Law specifically states that it is
the public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Company are not subject to personal liability to the Company, its
shareowners or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their
status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled. The general effect
of the foregoing provisions may be to reduce the circumstances which an
officer or director may be required to bear the economic burden of the
foregoing liabilities and expenses.
The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) WPL Holdings, Inc. Long-Term Equity
Incentive Plan (incorporated by reference to
Exhibit 4.1 in WPL Holdings, Inc.'s
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994)
(4.2) Form of agreement for use under the WPL
Holdings, Inc. Long-Term Equity Incentive
Plan
(4.3) Rights Agreement, dated as of February 22,
1989, between WPL Holdings, Inc. and Morgan
Shareholder Services Trust Company
(incorporated by reference to Exhibit 4 to
WPL Holdings, Inc.'s Current Report on Form
8-K, dated as of February 27, 1989)
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained in
Exhibit (5) hereto)
(24) Powers of Attorney
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Madison, State of Wisconsin, on
December 3, 1997.
WPL HOLDINGS, INC.
By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/ Erroll B. Davis, Jr. President, Chief December 3, 1997
Erroll B. Davis, Jr. Executive Officer
and Director
(Principal Executive
Officer)
/s/ Edward M. Gleason Vice President, December 3, 1997
Edward M. Gleason Treasurer and
Corporate Secretary
(Principal Financial
and Accounting
Officer)
L. David Carley* Director December 3, 1997
Rockne G. Flowers* Director December 3, 1997
Donald R. Haldeman* Director December 3, 1997
Katharine C. Lyall* Director December 3, 1997
Arnold M. Nemirow* Director December 3, 1997
Milton E. Neshek* Director December 3, 1997
Henry C. Prange* Director December 3, 1997
Judith D. Pyle* Director December 3, 1997
Carol T. Toussaint* Director December 3, 1997
*By:/s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
Attorney-in-Fact
EXHIBIT INDEX
WPL Holdings, Inc. Long-Term Equity Incentive Plan
Exhibit No. Exhibit
(4.1) WPL Holdings, Inc. Long-Term Equity Incentive Plan
(incorporated by reference to Exhibit 4.1 in WPL
Holdings, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994)
(4.2) Form of agreement for use under the WPL Holdings, Inc.
Long-Term Equity Incentive Plan
(4.3) Rights Agreement, dated as of February 22, 1989,
between WPL Holdings, Inc. and Morgan Shareholder
Services Trust Company (incorporated by reference to
Exhibit 4 to WPL Holdings, Inc.'s Current Report on
Form 8-K, dated as of February 27, 1989)
(5) Opinion of Foley & Lardner
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit (5)
hereto)
(24) Powers of Attorney