-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ElActZspJJE67/zZFz65E/3EtJsR+tGY8ty300v5YEzE2Sw1D3vI24lg40oKEVgv ClAe6y5O97umKTSXaKjOCA== 0000896058-95-000117.txt : 19951124 0000896058-95-000117.hdr.sgml : 19951124 ACCESSION NUMBER: 0000896058-95-000117 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951121 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WPL HOLDINGS INC CENTRAL INDEX KEY: 0000352541 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 391380265 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44529 FILM NUMBER: 95595537 BUSINESS ADDRESS: STREET 1: 222 W WASHINGTON AVE CITY: MADISON STATE: WI ZIP: 53703 BUSINESS PHONE: 6082523311 MAIL ADDRESS: STREET 1: P O BOX 2568 CITY: MADISON STATE: WI ZIP: 53701-2568 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IES INDUSTRIES INC CENTRAL INDEX KEY: 0000789943 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 421271452 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 FIRST ST SE CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 BUSINESS PHONE: 3193984411 FORMER COMPANY: FORMER CONFORMED NAME: IE INDUSTRIES INC DATE OF NAME CHANGE: 19910707 SC 13D 1 13D FOR IES/WPL HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 WPL HOLDINGS, INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 929305 10 0 (CUSIP Number) IES INDUSTRIES INC. Blake O. Fisher, Jr. Executive Vice President and Chief Financial Officer IES Tower, Cedar Rapids, Iowa 52401 (319) 398-4411 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Stephen R. Rusmisel, Esq. WINTHROP, STIMSON, PUTNAM & ROBERTS One Battery Park Plaza New York, New York 10004 (212) 858-1442 November 10, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Statement because of Rule 13d-1(b)(3) or (4), check the following: |_| Check the following box if a fee is being paid with this Statement: |X| (Page 1 of 12 Pages) (Page 2 of 12 pages) - --------------------------- ------------------ CUSIP No. 929305 10 0 13D Page 2 of 12 Pages - --------------------------- ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IES Industries Inc. (42-1271452) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC/OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Iowa - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 6,123,944* NUMBER OF ------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 0 REPORTING ------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 6,123,944* ------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,123,944* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11) 16.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Beneficial ownership disclaimed. See Item 5 below. (Page 3 of 12 pages) Item 1. Security and Issuer. This Statement relates to the common stock, $.01 par value, of WPL Holdings, Inc. ("WPL Common Stock"), a Wisconsin corporation ("WPL"). The principal executive offices of WPL are located at 222 West Washington Avenue, Madison, Wisconsin 53703. Item 2. Identity and Background. This Statement is being filed by IES Industries, Inc., a holding company incorporated in Iowa ("IES"), which conducts its principal business and maintains its principal office at IES Tower, Cedar Rapids, Iowa 52401. IES's wholly-owned subsidiaries are IES Utilities, Inc., an Iowa corporation ("Utilities") and IES Diversified Inc., an Iowa corporation ("Diversified"). Utilities is primarily an electric and natural gas utility company operating in the State of Iowa, which serves approximately 330,000 electric and 173,000 natural gas retail customers, as well as 32 resale customers in more than 550 Iowa communities. Diversified is a holding company for subsidiaries engaged in non-utility operations, including oil and gas production and marketing, independent power generation, railroad and other transportation businesses in the Midwest and local real estate development. The name, business address, present principal occupation or employment, citizenship, and the name, principal business and address of any corporation or other organzation in which such employment is conducted of each executive officer and director of IES are set forth in Schedule A hereto which is incorporated herein by reference. During the past five years, neither IES nor, to the best of its knowledge, any of IES's executive officers or directors (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Concurrently with entering into the Merger Agreement (defined in Item 4 below), IES was granted the Option (defined in Item 4 below). None of the triggering events permitting the exercise of the Option have occurred as of the date of this Schedule 13D. In the event that the Option becomes exercisable and IES wishes to purchase for cash the WPL Common Stock subject thereto, IES will fund the exercise price from working capital or through other sources, which could include borrowings. Item 4. Purpose of Transaction. IES, WPL, Interstate Power Company, an operating public utility incorporated under the laws of the State of Delaware ("IPC"), and AMW Acquisition, Inc., a wholly owned subsidiary of WPL incorporated under the laws of the State of Delaware ("AMW"), have entered into an Agreement and Plan of Merger, dated as of November 10, 1995 (the "Merger Agreement"), providing for (a) the merger of IES with and into WPL, which merger will result in the combination of WPL and IES as a single company (the "IES Merger"), and (b) the merger of AMW with and into IPC, which merger will result in IPC becoming a wholly owned subsidiary of WPL (the "IPC Merger", and together with the IES Merger, the "Merger"). The Merger, which was unanimously approved by the Board of Directors of each of the constituent companies, is expected to close promptly after all of the conditions to the consummation of the (Page 4 of 12 pages) Merger, including obtaining all applicable regulatory approvals, are fulfilled or waived. The regulatory approval process is expected to take approximately 12 to 18 months. In the Merger, WPL will change its name to Interstate Energy Corporation ("Interstate Energy") and Interstate Energy, as the holding company of the combined enterprise, will be registered under the Public Utility Holding Company Act of 1935, as amended. Interstate Energy will be the parent company of WPL's present principal utility subsidiary, WP&LC, IES's present utility subsidiary, Utilities, and IPC. Following the Merger, the non-utility operations of WPL and IES, HDC and Diversified, respectively, will be combined under one entity to manage the diversified operations of Interstate Energy. Under the terms of the Merger Agreement, each outstanding share of IES Common Stock will be cancelled and converted into the right to receive .98 of a share of common stock, par value $.01 per share, of Interstate Energy (the "Interstate Energy Common Stock") and 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. The outstanding shares of common stock, par value $.01 per share, of WPL ("WPL Common Stock") will remain unchanged and outstanding as shares of Interstate Energy Common Stock. As of the close of business on November 10, 1995, WPL had approximately 30.8 million common shares outstanding, IES had approximately 29.3 million common shares outstanding and IPC had approximately 9.6 million common shares outstanding. Based on such capitalization, the Merger will result in the common shareowners of WPL holding 43.9% of the common equity of Interstate Energy, the common shareowners of IES receiving 40.9% of the common equity of Interstate Energy and the common shareowners of IPC receiving 15.2% of the common equity of Interstate Energy. Each outstanding share of preferred stock, par value $50 per share, of IPC will be unchanged as a result of the Merger and will remain outstanding. In this Schedule 13D, 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 parties expect that the dividend at the effective time of the Merger will be the dividend then being paid by WPL. Subsequent dividend policy will be developed by the Board of Directors of Interstate Energy. The Merger is subject to customary closing conditions, including, without limitation, the receipt of required shareowner approvals of WPL, IES and IPC; and the receipt of all necessary governmental approvals and the making of all necessary governmental filings, including approvals of state utility regulators in Illinois, Iowa, Minnesota and Wisconsin, the approval of the Federal Energy Regulatory Commission, the Securities and Exchange Commission (the "SEC") and the Nuclear Regulatory Commission, and the filing of the requisite notification with the Federal Trade Commission and the Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration of the applicable waiting period thereunder. The Merger is also subject to receipt of opinions of counsel that the Merger will qualify as a tax-free reorganization, and assurances from the parties' independent accountants that the Merger will qualify as a pooling of interests for accounting purposes. In addition, the Merger is conditioned upon the effectiveness of a registration statement to be filed with the SEC with respect to shares of the Interstate Energy Common Stock to be issued in the Merger and the approval for listing of such shares on the New York Stock Exchange. (See Article IX of the Merger Agreement.) It is anticipated that shareowners will vote upon the Merger at the upcoming annual meetings in the second quarter of 1996. The Merger Agreement contains certain covenants of the parties pending the consummation of the Merger. Generally, the parties must carry on their businesses in the ordinary course consistent with past practice, may not increase dividends on common stock in excess of current levels in the case of IES and IPC and beyond a specified limit in the case of WPL, and may not issue any capital stock beyond certain limits. The Merger Agreement also contains restrictions on, among other things, (Page 5 of 12 pages) charter and bylaw amendments, acquisitions, capital expenditures, dispositions, incurrence of indebtedness, certain increases in employee compensation and benefits, and affiliate transactions. (See Article VII of the Merger Agreement.) The Merger Agreement provides that, after the effectiveness of the Merger (the "Effective Time"), the corporate headquarters and principal executive offices of Interstate Energy and WP&LC will remain in Madison, Wisconsin, the headquarters of Utilities will remain in Cedar Rapids, Iowa, and the headquarters of IPC will remain in Dubuque, Iowa. Interstate Energy's Board of Directors, which will be divided into three classes, will consist of a total of 15 directors, 6 of whom will be designated by WPL, 6 of whom will be designated by IES and 3 of whom will be designated by IPC. Mr. Lee Liu, the current Chairman of the Board, President and Chief Executive Officer of IES, will serve as Chairman of the Board of Directors of Interstate Energy for a period of two years from the Effective Time. Mr. Wayne H. Stoppelmoor, the current Chairman of the Board, President and Chief Executive Officer of IPC, will serve as Vice Chairman of the Board of Directors of Interstate Energy for a period of two years from the Effective Time. Mr. Erroll B. Davis, Jr., the current President and Chief Executive Officer of WPL, will become President and Chief Executive Officer of Interstate Energy from the Effective Time. Mr. Davis will also assume the position of Chairman of the Board when Mr. Liu retires as Chairman. (See Article VIII of the Merger Agreement.) The Merger Agreement may be terminated under certain circumstances, including (i) by mutual consent of the parties; (ii) by any party if the Merger is not consummated by May 10, 1997 (provided, however, that such termination date shall be extended to May 10, 1998 if all conditions to closing the Merger, other than the receipt of certain consents and/or statutory approvals by any of the parties, have been satisfied by May 10, 1997); (iii) by any party if any of WPL's, IES's or IPC's shareowners vote against the Merger or if any state or federal law or court order prohibits the Merger; (iv) by a non-breaching party if there exist breaches of any representations or warranties contained in the Merger Agreement or in the Stock Option Agreements (as hereinafter defined), as of the date thereof, which breaches, individually or in the aggregate, would result in a material adverse effect on the breaching party and which are not cured within twenty (20) days after notice; (v) by a non-breaching party if there occur breaches of specified covenants in the Merger Agreement or material breaches of any covenant or agreement in the Merger Agreement or in the Stock Option Agreements which are not cured within twenty (20) days after notice; (vi) by any party if the Board of Directors of any other party shall withdraw or adversely modify its recommendation of the Merger or shall approve or recommend any competing transaction; or (vii) by any party, under certain circumstances, as a result of a third-party tender offer or business combination proposal which such party, pursuant to its directors' fiduciary duties, is, in the opinion of such party's counsel and after the other parties have first been given an opportunity to make concessions and adjustments in the terms of the Merger Agreement, required to accept. (See Article X of the Merger Agreement.) The Merger Agreement provides that if a breach described in clause (iv) or (v) of the previous paragraph occurs, then, if such breach is not willful, the non-breaching party or parties will be entitled to reimbursement of its or their out-of-pocket expenses, not to exceed $5 million to each non- breaching party. In the event of a willful breach, the non-breaching party or parties will be entitled to its or their out-of-pocket expenses (which shall not be limited to $5 million) and any remedies it or they may have at law or in equity, and provided that if, at the time of the breaching party's or parties' willful breach, there shall have been a third party tender offer or business combination proposal which shall not have been rejected by the breaching party or parties or withdrawn by the third party, and within two and one-half years of any termination by the non-breaching party or parties, the breaching party or parties accept an offer to consummate or consummates a business combination with such third party, then such breaching party or parties, upon the closing of such business combination, will pay to the non-breaching party or parties an additional aggregate fee equal to $25 million, if WPL or IES is the breaching party, or $12.5 million, if IPC is the breaching party. The Merger Agreement also requires payment of an aggregate termination fee of $25 million, if WPL or IES is the Target Party (as hereinafter defined), or (Page 6 of 12 pages) $12.5 million, if IPC is the Target Party, together with reimbursement of out-of-pocket expenses, by one party (the "Target Party") to the other parties in the following circumstances: (1) the Merger Agreement is terminated (x) as a result of the acceptance by the Target Party of a third-party tender offer or business combination proposal, (y) following a failure of the shareowners of the Target Party to grant their approval to the Merger or (z) as a result of the Target Party's material failure to convene a shareowner meeting, distribute proxy materials and, subject to its board of directors' fiduciary duties, recommend the Merger to its shareowners; (2) at the time of such termination or prior to the meeting of such party's shareowners there shall have been a third-party tender offer or business combination proposal which shall not have been rejected by the Target Party or withdrawn by such third party; and (3) within two and one-half years of any such termination described in clause (1) above, the Target Party accepts an offer to consummate or consummates a business combination with such third party. The applicable termination fee and out-of-pocket expenses referred to in the previous sentence will be paid at the closing of such third-party business combination. The termination fees payable by WPL, IES and/or IPC under the foregoing provisions plus the aggregate amount which could be payable by WPL, IES and/or IPC under the Stock Option Agreements may not exceed $40 million (for WPL or IES) or $20 million (for IPC) in the aggregate. In addition to the foregoing, if the Merger Agreement is terminated under circumstances that give rise to the payment of the termination fee discussed above by any party and within nine months of such termination one of the non-terminating parties is acquired by the same third party offeror, the sole remaining party will be entitled to (i) a second termination fee of $25 million, if WPL or IES is the second target party, or $12.5 million if IPC is the second target party, on the signing of a definitive agreement relating to such business combination, and (ii) payment of any termination fee paid to such second target party by the original terminating party (i.e., first Target Party) pursuant to the termination of the Merger Agreement. If only one party must pay expenses, or is entitled to receive a termination fee as set forth above, such party will pay or receive one hundred percent (100%) of the applicable expenses or fee. If two parties are required to pay expenses or entitled to receive any such fee, each such party's percentage of such expenses or fee will equal a fraction, the numerator of which shall be, in the case of IES or IPC, the number of shares of Interstate Energy Common Stock which would have been issuable (on a fully diluted basis) to such party's shareowners, or, in the case of WPL, the number of shares of Interstate Energy Common Stock (on a fully diluted basis) that would have been retained by its shareowners, had the effective time of the Merger occurred at the time the Merger Agreement is terminated, and the denominator of which will be the aggregate number of shares of Interstate Energy Common Stock that would have been issuable to or retained by (in either case on a fully diluted basis) the shareowners of the two parties required to pay expenses or entitled to receive such fee had the effective time of the Merger occurred at the time the Merger Agreement is terminated. (See Article X of the Merger Agreement.) Concurrently with the Merger Agreement, WPL, IES and IPC entered into reciprocal option grantor/option holder stock option and trigger payment agreements each granting the other two parties, for no additional consideration, an irrevocable option to purchase a specified percentage of up to that number of shares of common stock of the granting company which equals a collective aggregate of 19.9% of the number of shares of common stock of the granting company outstanding on November 10, 1995 (the "Stock Option Agreements"). Specifically, under the Stock Option Agreement by and among WPL and IES (the "WPL/IES Stock Option Agreement"), WPL granted IES an irrevocable option to purchase (the "Option") a specified percentage of up to 6,123,944 shares (subject to adjustment for changes in capitalization) of WPL Common Stock at an exercise price of $30.675 per share (the "Exercise Price") under certain circumstances if the Merger Agreement becomes terminable by IES as a result of WPL's breach or as a result of WPL becoming the subject of a third-party proposal for a business combination. If IES is entitled to exercise its Option and IPC is not entitled to exercise its option for WPL Common Stock, the Option will be for one hundred percent (100%) of the shares of WPL Common Stock set forth above. If both IES and IPC are entitled to exercise their options to purchase WPL Common Stock, the percentage of the number of shares of WPL Common Stock specified above that IES may purchase upon exercise of the Option will equal a fraction, the numerator of which will be the number of shares of Interstate Energy Common Stock (on a fully diluted basis) that would have been (Page 7 of 12 pages) retained by IES's shareowners had the effective time of the Merger occurred as of the date on which the exercise notice under the WPL/IES Stock Option Agreement is delivered or the date on which demand for cash settlement (as described below) of the Option is given, as the case may be, and the denominator of which will be the aggregate number of shares of Interstate Energy Common Stock that would have been issuable to or retained by (in either case on a fully diluted basis) the shareowners of IES and IPC had the effective time of the Merger occurred as of the date on which the exercise notice is delivered or the date on which demand for the cash settlement is given, as the case may be. The Exercise Price is payable, at IES's election, either in cash or in shares of IES Common Stock. If the Option becomes exercisable, IES (i) will have the right to receive, under certain circumstances, a cash settlement that would pay to IES the difference between the Exercise Price and the then current market price of WPL Common Stock and (ii) may request that WPL repurchase from IES all or any portion of the Option (or if the Option is exercised, to repurchase from IES all or any portion of the acquired shares of WPL Common Stock) at the price specified in the WPL/IES Stock Option Agreement. Each party to each of the Stock Option Agreements agreed to vote, prior to November 10, 2000 (the "Expiration Date"), any shares of capital stock of the other party or parties acquired by such party pursuant to the Stock Option Agreements or otherwise beneficially owned by such party on each matter submitted to a vote of shareowners of such other party or parties for and against such matter in the same proportion as a vote of all other shareowners of such other party or parties is voted for and against such matter. The Stock Option Agreements provide that, prior to the Expiration Date, none of WPL, IES or IPC shall sell, assign, pledge, or otherwise dispose of or transfer the shares they acquire pursuant to the Stock Option Agreements (collectively, the "Restricted Shares") except as otherwise specifically provided in the Stock Option Agreements. In addition to the cash settlement and repurchase rights mentioned above, subsequent to the termination of the Merger Agreement, each of the parties will have the right to have such shares of any of the other parties registered under the Securities Act of 1933, as amended, for sale in a public offering, unless the issuer of the shares elects to repurchase them at their then market value. The Stock Option Agreements also provide that, following the termination of the Merger Agreement, any party may sell any Restricted Shares pursuant to a tender or exchange offer approved or recommended, or otherwise determined to be fair and in the best interests of such other party's or parties' shareowners, by a majority of the Board of Directors of such other party or parties. WPL, IES and IPC recognize that the divestiture of their existing gas operations and certain non-utility operations is a possibility under the new registered holding company structure, but will seek approval from the SEC to maintain such businesses. If divestiture is ultimately required, the SEC has historically allowed companies sufficient time to accomplish divestitures in a manner that protects shareowner value. The Merger Agreement, the press release issued in connection therewith and the Stock Option Agreements are incorporated herein by reference to Exhibits (2.1), (99), (2.2), (2.3), (2.4), (2.5), (2.6) and (2.7), respectively, to IES's Current Report on Form 8-K, dated and filed with the SEC on November 17, 1995. The brief summaries of the material provisions of the Merger Agreement and the Stock Option Agreements set forth above are qualified in their entirety by reference to each respective agreement. Except as set forth in this Item 4 and as otherwise contemplated by the Merger Agreement and the WPL/IES Stock Option Agreement, neither IES nor, to the best of its knowledge, any of IES's executive officers or directors, has any other present plans or proposals which would result in or relate to any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D under the Exchange Act. (Page 8 of 12 pages) Item 5. Interest in Securities of the Issuer. (a) and (b): By reason of the WPL/IES Stock Option Agreement, pursuant to Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, IES may be deemed to have sole voting and dispositive power with respect to the WPL Common Stock subject to the Option and, accordingly, may be deemed to beneficially own 6,123,944 shares of WPL Common Stock, or approximately 16.6% of the WPL Common Stock outstanding on November 10, 1995 assuming exercise of the Option and the nontriggering of IPC's right to exercise its option for WPL Common Stock. However, IES expressly disclaims any beneficial ownership of the 6,123,944 shares of WPL Common Stock which may be obtainable by IES upon exercise of the Option, because the Option is exercisable only in the circumstances set forth in Item 4, none of which has occurred as of the date hereof. Furthermore, even if the events did occur which rendered the Option exercisable, IES believes it would be a practical impossibility to obtain the regulatory approvals necessary to acquire shares of WPL Common Stock pursuant to the Option within 60 days. Except as set forth above, neither IES nor, to the best of IES's knowledge, any of IES's executive officers or directors, owns any WPL Common Stock. (c): Except as set forth above, neither IES nor, to the best of IES's knowledge, any of IES's executive officers or directors, has affected any transaction in the WPL Common Stock during the past 60 days. (d): So long as IES has not purchased the WPL Common Stock subject to the Option, IES does not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the WPL Common Stock. (e): Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Merger Agreement contains certain customary restrictions on the conduct of the business of WPL pending the Merger, including certain customary restrictions relating to the WPL Common Stock. Except as provided in the Merger Agreement, the Stock Option Agreements or as set forth herein, neither IES, nor, to the best of IES's knowledge, any of IES's executive officers or directors, has any contracts, arrangements, understandings or relationships (legal or otherwise), with any person with respect to any securities of WPL, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. The exhibits listed in the accompanying Exhibit Index are incorporated in this Schedule 13D by reference to the IES (File No. 1-9187) filing set forth therein. (Page 9 of 12 pages) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: November 21, 1995 IES INDUSTRIES INC. By: /S/ BLAKE O. FISHER, JR. ------------------------ Blake O. Fisher, Jr. Executive Vice President and Chief Financial Officer (Page 10 of 12 pages) SCHEDULE A The following information sets forth the name, citizenship, business address and present principal occupation of each of the directors and executive officers of IES. Each of the directors and executive officers of IES is a citizen of the United States. Each of the executive officer's business address is IES Tower, Cedar Rapids, Iowa 52401, unless otherwise indicated. Name and Business Address Present Principal Occupation Directors of IES Industries Inc. Mr. Lee Liu IES Industries Inc. 200 First Street SE Chairman of the Board, President and Cedar Rapids, IA 52401 Chief Executive Officer Mr. Blake O. Fisher, Jr. IES Industries Inc. 200 First Street SE Executive Vice President and Cedar Rapids, IA 52401 Chief Financial Officer Mr. C.R.S. Anderson 1245 Par View Drive Sanibel, FL 33957 Retired Chairman Mr. Wayne Bevis Pella Corporation 102 Main Street Pella, IA 50219 Vice Chairman and CEO Dr. George Daly 44 West Fourth Street Suite 11-160 Leonard Stern School of Business Dean, Leonard Stern School of Business New York University New York, NY 10012-1126 Mr. G. Sharp Lannom IV DeLong Sportswear, Inc. 733 Broad Street P.O. Box 270 Grinnell, IA 50112 President and CEO Mr. Jack R. Newman Morgan, Lewis & Bockius 1800 M Street N.W. Washington, D.C. 20036-5869 Partner Mr. Robert D. Ray IASD Health Services, Inc. 636 Grand Avenue - 21st Floor Des Moines, IA 50309 President and CEO (Page 11 of 12 pages) Mr. David Q. Reed Mark Twain Tower, Suite 1210 106 West 11th Street Kansas City, MO 64105 Attorney Mr. Henry Royer River City Bank 2485 Natomas Park Drive Sacremento, CA 95833 President and CEO Mr. Robert W Schlutz Schlutz Enterprises 14812 N. Avenue P.O. Box 269 Columbus Junction, IA 52738 President Mr. Anthony R. Weiler Heilig Meyers Co. 2235 Staples Mill Rd. Richmond, VA 23230 Senior Vice President, Merchandising Executive Officers of IES Industries Inc. Mr. Lee Liu Chairman of the Board, President and Chief Executive Officer Mr. Blake O. Fisher, Jr. Executive Vice-President and Chief Financial Officer Mr. Larry D. Root Executive Vice President Mr. Stephen W. Southwick Vice President, General Counsel and Secretary Mr. Dean E. Ekstrom Vice President, Management Systems Mr. Peter W. Dietrich Vice President, Corporate Development Mr. Richard A. Gabbianelli Controller, Chief Accounting Officer Mr. Dennis B. Vass Treasurer (Page 12 of 12 pages) IES INDUSTRIES INC. SCHEDULE 13D EXHIBIT INDEX Exhibit Number Document (2.1) 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 IES Industries Inc.'s Current Report on Form 8-K, dated November 17, 1995] (2.2) Option Grantor/Option Holder Stock Option and Trigger Payment Agreement, dated as of November 10, 1995, by and among WPL Holdings, Inc. and IES Industries Inc. [Incorporated by reference to Exhibit (2.2) to IES Industries Inc.'s Current Report on Form 8-K, dated November 17, 1995] (2.3) Option Grantor/Option Holder Stock Option and Trigger Payment Agreement, dated as of November 10, 1995, by and among WPL Holdings, Inc. and Interstate Power Company. [Incorporated by reference to Exhibit (2.3) to IES Industries Inc.'s Current Report on Form 8-K, dated November 17, 1995] (2.4) Option Grantor/Option Holder Stock Option and Trigger Payment Agreement, dated as of November 10, 1995, by and among IES Industries Inc. and WPL Holdings, Inc. [Incorporated by reference to Exhibit (2.4) to IES Industries Inc.'s Current Report on Form 8-K, dated November 17, 1995] (2.5) Option Grantor/Option Holder Stock Option and Trigger Payment Agreement, dated as of November 10, 1995, by and among IES Industries Inc. and Interstate Power Company. [Incorporated by reference to Exhibit (2.5) to IES Industries Inc.'s Current Report on Form 8-K, dated November 17, 1995] (2.6) Option Grantor/Option Holder Stock Option and Trigger Payment Agreement, dated as of November 10, 1995, by and among Interstate Power Company and WPL Holdings, Inc. [Incorporated by reference to Exhibit (2.6) to IES Industries Inc.'s Current Report on Form 8-K, dated November 17, 1995] (2.7) Option Grantor/Option Holder Stock Option and Trigger Payment Agreement, dated as of November 10, 1995, by and among Interstate Power Company and IES Industries Inc. [Incorporated by reference to Exhibit (2.7) to IES Industries Inc.'s Current Report on Form 8-K, dated November 17, 1995] (99) WPL Holdings, Inc., IES Industries Inc. and Interstate Power Company Press Release, dated November 11, 1995. [Incorporated by reference to Exhibit (99) to IES Industries Inc.'s Current Report on Form 8-K, dated November 17, 1995] -----END PRIVACY-ENHANCED MESSAGE-----