SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 333-07931
INTERSTATE POWER COMPANY
(Exact Name of Registrant as Specified in its Charter)
WISCONSIN 42-1457523
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
c/o F & L Corp.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
(Address of Principal Executive Offices)
(Zip Code)
(319) 583-5421
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes No X*
* The company has been subject to filing requirements for less than
ninety (90) days (since July 11, 1996).
Number of shares of Common Stock, $.01 par value per share,
outstanding as of close of business on November 1, 1996: 100 shares.
The registrant meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the
reduced disclosure format.
Interstate Power Company
Form 10-Q/A
Table of Contents
Part I - Financial Information
Item 1. - Balance Sheet
Note to Balance Sheet
Part II - Other Information
Item 5. - Other Information
Item 6. - Exhibits
INTERSTATE POWER COMPANY
PART I - FINANCIAL INFORMATION
Item 1. Balance Sheet/Note to Balance Sheet
Interstate Power Company
(a Wisconsin corporation)
BALANCE SHEET
September 30, 1996
ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,000
STOCKHOLDER'S EQUITY
Common stock; par value $.01;
9,000 shares authorized; 100 shares issued and
outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . 999
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,000
NOTE TO BALANCE SHEET
ORGANIZATION OF INTERSTATE POWER COMPANY
Interstate Power Company, a Wisconsin corporation ("New
IPC"), was formed on March 25, 1996 for purposes of facilitating the
mergers between Interstate Power Company, a Delaware corporation ("IPC"),
WPL Holdings, Inc., a Wisconsin corporation ("WPLH"), and IES Industries
Inc., an Iowa corporation ("IES"). New IPC has, and prior to the mergers
described below will have, no operations, except as contemplated by the
Agreement and Plan of Merger, dated as of November 10, 1995, as amended
(the "Merger Agreement"), by and among New IPC, IPC, WPLH, IES and WPLH
Acquisition Co., a Wisconsin corporation and wholly-owned subsidiary of
WPLH ("Acquisition"). IPC is the sole shareholder of New IPC. The
principal executive office of New IPC is located at 1000 Main Street,
Dubuque, Iowa 52001.
The Merger Agreement provides for two alternative structures
to consummate the mergers of IPC, WPLH and IES. New IPC will be a
participant in the mergers only under the second alternative structure;
which alternative will only be followed if the parties determine, for
reasons relating to Wisconsin regulatory requirements, that such
structure is required. Under the second alternative structure, the
following events involving New IPC will occur: New IPC will acquire
certain of the utility assets currently owned by WPLH; IPC shall cause
the Articles of Incorporation of New IPC to be amended and restated prior
to the consummation of the mergers to, among other things, increase the
par value of common stock of New IPC ("New IPC Common Stock") to $3.50
per share, create a class of preferred stock, $50.00 per value per share,
of New IPC ("New IPC Preferred Stock") with 2,000,000 authorized shares
and increase the authorized shares of New IPC Common Stock to 30,000,000
shares. In addition, the alternative structure provides for: (i) the
merger of IPC with and into New IPC pursuant to which (a) each
outstanding share of common stock, par value $3.50 per share, of IPC
("IPC Common Stock") will be canceled and converted into one share of New
IPC Common Stock and (b) each outstanding share of preferred stock, par
value $50 per share, of IPC ("IPC Preferred Stock")(except shares held by
IPC preferred stockholders who perfect dissenters' rights under
applicable state law) will be canceled and converted into one share of
New IPC Preferred Stock with terms (including dividend rates) and
designations under New IPC's Restated Articles of Incorporation
substantially identical to those of the IPC Preferred Stock under IPC's
Restated Certificate of Incorporation; and (ii) the merger of Acquisition
with and into New IPC pursuant to which (a) each outstanding share of New
IPC Common Stock will be canceled and converted into 1.11 shares of
common stock, par value $.01 per share, of Interstate Energy Corporation
and (b) each outstanding share of New IPC Preferred Stock will remain
outstanding and unchanged thereby.
INTERSTATE POWER COMPANY
PART II - OTHER INFORMATION
Item 5. Other Information
Organization of Interstate Power Company
Interstate Power Company, a Wisconsin corporation ("New
IPC"), was formed on March 25, 1996 for purposes of facilitating the
mergers between Interstate Power Company, a Delaware corporation ("IPC"),
WPL Holdings, Inc., a Wisconsin corporation ("WPLH"), and IES Industries
Inc., an Iowa corporation ("IES"). New IPC has, and prior to the mergers
described below will have, no operations, except as contemplated by the
Agreement and Plan of Merger, dated as of November 10, 1995, as amended
(the "Merger Agreement"), by and among New IPC, IPC, WPLH, IES and WPLH
Acquisition Co., a Wisconsin corporation and wholly-owned subsidiary of
WPLH ("Acquisition"). IPC is the sole shareholder of New IPC. The
principal executive office of New IPC is located at 1000 Main Street,
Dubuque, Iowa 52001.
The Merger Agreement provides for two alternative structures
to consummate the mergers of IPC, WPLH and IES. New IPC will be a
participant in the mergers only under the second alternative structure;
which alternative will only be followed if the parties determine, for
reasons relating to Wisconsin regulatory requirements, that such
structure is required. Under the second alternative structure, the
following events involving New IPC will occur: New IPC will acquire
certain of the utility assets currently owned by WPLH; IPC shall cause
the Articles of Incorporation of New IPC to be amended and restated prior
to the consummation of the mergers to, among other things, increase the
par value of common stock of New IPC ("New IPC Common Stock") to $3.50
per share, create a class of preferred stock, $50.00 per value per share,
of New IPC ("New IPC Preferred Stock") with 2,000,000 authorized shares
and increase the authorized shares of New IPC Common Stock to 30,000,000
shares. In addition, the alternative structure provides for: (i) the
merger of IPC with and into New IPC pursuant to which (a) each
outstanding share of common stock, par value $3.50 per share, of IPC
("IPC Common Stock") will be canceled and converted into one share of New
IPC Common Stock and (b) each outstanding share of preferred stock, par
value $50 per share, of IPC ("IPC Preferred Stock") (except shares held
by IPC preferred stockholders who perfect dissenters' rights under
applicable state law) will be canceled and converted into one share of
New IPC Preferred Stock with terms (including dividend rates) and
designations under New IPC's Restated Articles of Incorporation
substantially identical to those of the IPC Preferred Stock under IPC's
Restated Certificate of Incorporation; and (ii) the merger of Acquisition
with and into New IPC pursuant to which (a) each outstanding share of New
IPC Common Stock will be canceled and converted into 1.11 shares of
common stock, par value $.01 per share, of Interstate Energy Corporation
and (b) each outstanding share of New IPC Preferred Stock will remain
outstanding and unchanged thereby.
Item 6. Exhibits
EX-27 Financial Data Schedule (required for electronic filing
only in accordance with Item 601 (c) (1) of Regulation
S-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.
Dated: January 6, 1997 INTERSTATE POWER COMPANY
By /s/ W. C. Troy
Name: W. C. Troy
Title: Controller