SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): January 20, 1999
Interstate Energy Corporation
(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 January 20, 1999, the Board of Directors of Interstate Energy
Corporation (the "Company") adopted a series of amendments to the Bylaws of the
Company (the "Bylaws"). Among other things, the amendments to the Bylaws provide
(i) procedures for shareowners to call a special meeting; (ii) discretion to the
Board of Directors in postponing shareowner meetings, including special
meetings; (iii) procedures for adjourning a shareowner meeting with or without
shareowner action; (iv) requirements for raising matters that can be considered
at any annual meeting of shareowners; and (v) procedures for shareowners to
nominate persons for election to the Board of Directors. These amendments are
intended to protect shareowners from actions being taken at shareowner meetings
without adequate deliberation and to assist the Company in dealing with such
actions in an organized manner.
The 1999 Annual Meeting of Shareowners of the Company has been
scheduled for May 19, 1999. A shareowner who intends to present business at the
1999 Annual Meeting of Shareowners (including, nominating persons for election
as directors) must comply with the requirements set forth in the Bylaws. Among
other things, to bring business before an annual meeting, a shareowner must give
written notice thereof, complying with the Bylaws, to the Corporate Secretary of
the Company within a specified time period. Accordingly, if the Company does not
receive notice of a shareowner proposal submitted otherwise than pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended, prior to March
10, 1999, then the notice will be considered untimely and the Company will not
be required to present such proposal at the 1999 Annual Meeting of Shareowners.
If the Board of Directors chooses to present such proposal at the 1999 Annual
Meeting of Shareowners, then the persons named in proxies solicited by the Board
of Directors for the 1999 Annual Meeting of Shareowners may exercise
discretionary voting power with respect to such proposal.
The amendments to the Bylaws and the Bylaws of the Company, effective
as of January 20, 1999, are attached hereto as exhibits. The foregoing
description of the amendments to the Bylaws does not purport to be complete and
is qualified in its entirety by reference to such exhibits.
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Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is being filed herewith:
(99.1) Amendment to the Bylaws of Interstate Energy
Corporation.
(99.2) Bylaws of Interstate Energy Corporation, effective as
of January 20, 1999.
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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 hereunto duly authorized.
INTERSTATE ENERGY CORPORATION
Date: January 20, 1999 By: /s/ Edward M. Gleason
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Edward M. Gleason
Vice President, Treasurer and Corporate
Secretary
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INTERSTATE ENERGY CORPORATION
Exhibit Index to Current Report on Form 8-K
Dated January 20, 1999
Exhibit
Number
(99.1) Amendment to the Bylaws of Interstate Energy Corporation.
(99.2) Bylaws of Interstate Energy Corporation, effective as of January 20,
1999.
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