-----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, U2nuDg7EWAO0Ou8DKff9c29ndPOHmsiKtXa6a2AVi/SzpWbnxpehqq4SCizsHQKN 3QnMqX6RHRc5B4KliO0+GA== 0000897069-98-000399.txt : 19980803 0000897069-98-000399.hdr.sgml : 19980803 ACCESSION NUMBER: 0000897069-98-000399 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980731 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: WISCONSIN POWER & LIGHT CO CENTRAL INDEX KEY: 0000107832 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 390714890 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-60375 FILM NUMBER: 98675551 BUSINESS ADDRESS: STREET 1: 222 W WASHINGTON AVE CITY: MADISON STATE: WI ZIP: 53703 BUSINESS PHONE: 6082523311 S-3 1 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ______________ WISCONSIN POWER AND LIGHT COMPANY (Exact name of registrant as specified in its charter) Wisconsin 39-0714890 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 222 West Washington Avenue Madison, Wisconsin 53703 (608) 252-3311 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ______________________________ Edward M. Gleason Vice President-Treasurer and Corporate Secretary Wisconsin Power and Light Company 222 West Washington Avenue Madison, Wisconsin 53703 (608) 252-3311 (Name, address, including zip code, and telephone number, including area code, of agent for service) ______________________________ with a copy to: Benjamin F. Garmer, III, Esq. Barbara L. Becker, Esq. Foley & Lardner Chadbourne & Parke LLP 777 East Wisconsin Avenue 30 Rockefeller Plaza Milwaukee, Wisconsin 53202 New York, NY 10112 (414) 271-2400 (212) 408-5100 ________________________ Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. ________________________ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [X] _________________ CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Each Maximum Maximum Class of Amount Offering Aggregate Amount of Securities to be Price Offering Registration to be Registered Registered Per Unit (1) Price (1) Fee Debentures . . . $60,000,000 100% $60,000,000 $17,700 (1) Estimated in accordance with Rule 457(a) under the Securities Act of 1933 solely for purposes of calculating the registration fee. ________________________ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. SUBJECT TO COMPLETION, DATED JULY 31, 1998 PROSPECTUS $60,000,000 Wisconsin Power and Light Company Debentures ____________________ Wisconsin Power and Light Company (the "Company") may from time to time offer up to $60 million aggregate principal amount of its unsecured debt securities consisting of notes, debentures or other evidences of indebtedness (the "Debentures"). The Debentures will be offered to the public on terms determined at the time or times of sale. An accompanying supplement to this Prospectus (the "Prospectus Supplement") will set forth the specific terms and conditions of the Debentures offered thereby, including, without limitation, the title, aggregate principal amount, denominations, maturity, rate (which may be fixed or variable) and time of payment of interest, any terms for redemption or conversion, any terms for sinking or analogous fund payment(s), any listing on a registered national securities exchange and the initial public offering price. The Company may sell the Debentures to or through underwriters (which may include Merrill Lynch, Pierce, Fenner & Smith Incorporated, Robert W. Baird & Co. Incorporated and Legg Mason Wood Walker, Incorporated) or dealers, and may also sell Debentures directly to other purchasers or through agents designated from time to time by the Company. See "Plan of Distribution." The names of such underwriters, dealers or agents, any applicable commissions or discounts and the net proceeds to the Company from the sale of the Debentures will be set forth in the accompanying Prospectus Supplement. No Debentures may be sold without delivery of a Prospectus Supplement describing such issue of such Debentures and the method and terms of offering thereof. The issue and sale of the Debentures are subject to the prior approval and authorization of the Public Service Commission of Wisconsin, which has been or will be obtained prior to the sale of the Debentures. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. Merrill Lynch & Co. Robert W. Baird & Co. Legg Mason Wood Walker Incorporated Incorporated The date of this Prospectus is , 1998. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: Midwest Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and Northeast Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, such reports, proxy statements and other information concerning the Company can be inspected at the offices of the American Stock Exchange, 86 Trinity Place, New York, New York 10006. Certain securities of the Company are listed on such exchange. In addition, the Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of such Web site is http://www.sec.gov. The Company has filed with the Commission a Registration Statement on Form S-3 (together with all amendments, schedules and exhibits thereto referred to herein as the "Registration Statement") under the Securities Act of 1933, as amended, with respect to the Debentures offered hereby. This Prospectus does not contain all of the information set forth in such Registration Statement, certain parts of which have been omitted in accordance with the rules and regulations of the Commission. For further information, reference is made to such Registration Statement which may be inspected and copied in the manner and at the sources described above. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed by the Company (under File No. 0-337) with the Commission pursuant to the Exchange Act (to the extent disclosures therein relate to the Company) are hereby incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1997. 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998. 3. The Company's Current Reports on Form 8-K dated April 21 and June 10, 1998. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering made by this Prospectus shall be deemed to be incorporated in this Prospectus by reference and to be a part hereof from the respective dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents that have been or may be incorporated by reference in this Prospectus (not including exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to Edward M. Gleason, Vice President-Treasurer and Corporate Secretary, Wisconsin Power and Light Company, 222 West Washington Avenue, Madison, Wisconsin 53703 (Telephone: (608) 252-3311). THE COMPANY The Company, a Wisconsin corporation and a subsidiary of Interstate Energy Corporation (f/k/a WPL Holdings, Inc.) d/b/a Alliant Corporation ("IEC"), is a public utility engaged primarily in generating, purchasing, distributing and selling electric energy in portions of southern and central Wisconsin. The Company also purchases, distributes, transports and sells natural gas in parts of such areas and supplies water in two communities. A wholly owned subsidiary of the Company supplies electric, gas and water service principally in Winnebago County, Illinois. The Company provides electricity in a service territory of approximately 16,000 square miles. As of December 31, 1997, the Company furnished retail electric service to approximately 393,000 customers in 615 cities, villages and towns, and wholesale electric service to 25 municipal utilities, one privately owned utility, three rural electric cooperatives, one Native American nation and one municipal electric utility which provides retail service to 14 communities. During 1997, the Company's electric operating revenues were derived from the following types of customers: residential--31.5%, commercial--16.9%, industrial--24.0%, sales for resale--25.4%, and other--2.3%. The maximum net hourly peak load on the Company's electric system in 1997 was 2,253 megawatts. During 1997, the Company's net kilowatt-hour generation of electricity was derived from the following fuel sources: 86% coal, 10% nuclear and 4% hydroelectric, oil and natural gas. As of December 31, 1997, the Company provided retail natural gas service to approximately 155,000 customers in 243 cities, villages and towns. During 1997, the Company's gas operating revenues were derived from the following types of customers: residential--54.2%, commercial--29.2%, industrial--5.4%, transportation and other--11.2%. The Company is subject to the jurisdiction of, among other regulatory agencies, the Public Service Commission of Wisconsin as to various phases of its operations, including rates, service and issuance of securities. The Company's Illinois subsidiary is subject to the jurisdiction of the Illinois Commerce Commission with respect to such matters. The Company and its Illinois subsidiary also are subject to the jurisdiction of the Federal Energy Regulatory Commission. The Company's parent corporation, IEC, is a registered public utility holding company under (and IEC and, with respect to certain matters, the Company, are subject to the requirements of) the Public Utility Holding Company Act of 1935, as amended. The principal executive offices of the Company are located at 222 West Washington Avenue, Madison, Wisconsin 53703 and its telephone number is (608) 252-3311. USE OF PROCEEDS The Company intends to use the net proceeds from the sale of the Debentures offered hereby to repay indebtedness, including the retirement, redemption or refinancing of existing series of the Company's First Mortgage Bonds. Unless otherwise specified in the Prospectus Supplement, any proceeds not used for the foregoing purpose will be added to the general funds of the Company and used for general corporate purposes. RATIOS OF EARNINGS TO FIXED CHARGES Set forth below are the ratios of earnings to fixed charges (unaudited) for the Company for the twelve months ended March 31, 1998 and for the last five years: Year Ended December 31, Twelve Months Ended March 31, 1998 1997 1996 1995 1994 1993 3.81 4.13 4.81 4.23 4.29 3.74 For the purpose of computing the ratios of earnings to fixed charges, earnings have been calculated by adding to income before interest expense, Federal and state income taxes and the estimated interest component of rentals. Fixed charges represent interest expense, amortization of debt discount, premium and expense and the estimated interest component of rentals. DESCRIPTION OF THE DEBENTURES The Debentures will be issued in one or more series under the Indenture, dated as of June 20, 1997 (the "Unsecured Debt Indenture"), between the Company and Firstar Trust Company, as Trustee (the "Trustee"), which is included as an exhibit to the Registration Statement for the Debentures. The following summaries of certain provisions of the Unsecured Debt Indenture and the Debentures do not purport to be complete and are subject to, and qualified in their entirety by reference to, all of the provisions of the Unsecured Debt Indenture and any Officers' Certificates or supplemental indentures relating thereto, including the definitions therein of certain terms. Whenever particular Sections or defined terms of the Unsecured Debt Indenture are referred to herein or in a Prospectus Supplement, such Sections or defined terms are incorporated by reference herein or therein, as the case may be. The term "Securities," as used under this heading, refers to all Securities issued under the Unsecured Debt Indenture and includes the Debentures. General The Unsecured Debt Indenture does not limit the amount of Securities that can be issued thereunder and provides that the Securities may be issued from time to time in one or more series pursuant to the terms of one or more Officers' Certificates or supplemental indentures creating such series. As of the date of this Prospectus, the only Securities outstanding under the Unsecured Debt Indenture are $105 million aggregate principal amount of the Company's 7% Debentures due June 15, 2007. The Debentures will be unsecured and will rank on a parity with all other unsecured and unsubordinated debt of the Company. Although the Unsecured Debt Indenture provides for the possible issuance of Securities in other forms or currencies, the only Securities covered by this Prospectus will be Securities denominated in U.S. dollars in registered form without coupons. Substantially all of the permanent fixed properties of the Company are subject to the lien of the Indenture of Mortgage or Deed of Trust, dated August 1, 1941, executed by the Company to First Wisconsin Trust Company (now known as Firstar Trust Company) and George B. Luhman (Gene E. Ploeger being now the individual trustee under said Indenture), as Trustees, as amended by the several indentures supplemental thereto heretofore executed (said Indenture, as so amended, being herein called the "First Mortgage Indenture"), under which the Company's First Mortgage Bonds are outstanding. Terms Reference is made to the Prospectus Supplement relating to any series of the Debentures for the following terms thereof, among others: (a) the title or designation, aggregate principal amount and denominations of the Debentures; (b) the price at which the Debentures will be issued and, if an index formula or other method is used, the method for determining amounts of principal or interest; (c) the maturity date and other dates, if any, on which principal will be payable; (d) the rate or rates (which may be fixed or variable) per annum at which the Debentures will bear interest, if any; (e) the date or dates from which interest will accrue and on which interest will be payable, and the record dates for the payment of interest; (f) the manner of paying principal and interest; (g) the place or places where principal and interest will be payable; (h) the terms of any mandatory or optional redemption by the Company; (i) the terms of any redemption at the option of Holders; (j) whether the Debentures are to be issuable as registered Securities, bearer Securities, or both, and whether and upon what terms any registered Securities may be exchanged for bearer Securities and vice versa; (k) whether the Debentures are to be represented in whole or in part by a Security in global form and, if so, the terms thereof and the identity of the depositary for any global Security; (l) any tax indemnity provisions; (m) if the Debentures provide that payments of principal or interest may be made in a currency other than that in which Debentures are denominated, the manner for determining such payments; (n) the portion of principal payable upon acceleration of a Discounted Security (as defined below); (o) whether and upon what terms Debentures may be defeased; (p) whether the covenant referred to below under "Certain Covenants--Limitations on Liens" applies, and any events of default or restrictive covenants in addition to or in lieu of those set forth in the Unsecured Debt Indenture; (q) provisions for electronic issuance of Debentures or for Debentures in uncertificated form; and (r) any additional provisions or other special terms not inconsistent with the provisions of the Unsecured Debt Indenture, including any terms that may be required or advisable under United States or other applicable laws or regulations, or advisable in connection with the marketing of the Debentures. (Section 2.01) The Securities of a series may be issued in whole or in part in the form of one or more global Securities that will be deposited with, or on behalf of, a depositary identified in the Prospectus Supplement relating to the series. Global Securities may be issued in registered, bearer or uncertificated form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part for Securities in definitive form, a global Security may not be transferred except as a whole by the depositary to a nominee or a successor depositary. (Section 2.12) The specific terms of the depositary arrangement with respect to any Securities of a series will be described in the Prospectus Supplement relating to the series. See "Book-Entry Only System." Securities of any series may be issued as registered Securities, bearer Securities or uncertificated Securities, as specified in the terms of the series. (Section 2.01) Unless otherwise indicated in the Prospectus Supplement, registered Securities will be issued in denominations of $1,000 and whole multiples thereof and bearer Securities will be issued in denominations of $5,000 and whole multiples thereof. One or more global Securities will be issued in a denomination or aggregate denominations equal to the aggregate principal amount of outstanding Securities of the series to be represented by such global Security or Securities. (Section 2.12) In connection with its original issuance, no bearer Security will be offered, sold, resold, or mailed or otherwise delivered to any location in the United States and a bearer Security in definitive form may be delivered in connection with its original issuance only if the person entitled to receive the bearer Security furnishes certification as described in United States Treasury regulation section 1.163-5(c)(2)(i)(D)(3). (Section 2.04) For purposes of this Prospectus, unless otherwise indicated, "United States" means the United States of America (including the States thereof and the District of Columbia), its territories and possessions and all other areas subject to its jurisdiction. "United States person" means a citizen or resident of the United States, any corporation, partnership or other entity created or organized in or under the laws of the United States or a political subdivision thereof or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source. Any special United States Federal income tax considerations applicable to bearer Securities will be described in the Prospectus Supplement relating thereto. To the extent set forth in the Prospectus Supplement, except in special circumstances set forth in the Unsecured Debt Indenture, principal and interest on bearer Securities will be payable only upon surrender of bearer Securities and coupons at a paying agency of the Company located outside of the United States. During any period thereafter for which it is necessary in order to conform to United States tax law or regulations, the Company will maintain a paying agent outside the United States to which the bearer Securities and coupons may be presented for payment and will provide the necessary funds therefor to the paying agent upon reasonable notice. (Section 2.04) Registration of transfer of registered Securities may be requested upon surrender thereof at any agency of the Company maintained for that purpose and upon fulfillment of all other requirements of the agent. (Sections 2.03 and 2.07) Bearer Securities and the coupons related thereto will be transferable by delivery. Securities may be issued under the Unsecured Debt Indenture as Discounted Securities to be offered and sold at a substantial discount from the principal amount thereof. Special United States Federal income tax and other considerations applicable thereto will be described in the Prospectus Supplement relating to such Discounted Securities. "Discounted Security" means a Security where the amount of principal due upon acceleration is less than the stated principal amount of such Security. Certain Covenants The Debentures will not be secured by any properties or assets and will represent unsecured debt of the Company. The Unsecured Debt Indenture does not limit the amount of unsecured debt that the Company can incur. As indicated under "General" above, substantially all of the permanent fixed properties of the Company are subject to the lien of the First Mortgage Indenture securing the Company's First Mortgage Bonds. As discussed below, the Unsecured Debt Indenture includes certain limitations on the Company's ability to create liens. Such limitations will apply if the Officers' Certificate or supplemental indenture establishing the terms of a series so provides. If applicable, the limitations are subject to a number of qualifications and exceptions. The Unsecured Debt Indenture does not limit the Company's ability to issue additional First Mortgage Bonds or to enter into sale and leaseback transactions. The covenant described below will apply if so indicated in a Prospectus Supplement. Any obligations under the Unsecured Debt Indenture are subject to termination upon defeasance. See "Legal Defeasance and Covenant Defeasance" below. Also, unless otherwise indicated in a Prospectus Supplement, the Unsecured Debt Indenture does not afford holders of the Securities protection in the event of a highly leveraged or other transaction involving the Company that may adversely affect holders of the Securities. Limitations on Liens. The Unsecured Debt Indenture provides that, so long as there remain outstanding any Securities of any series to which this limitation applies, and subject to termination as referred to above, the Company will not, and will not permit any Subsidiary to, create or suffer to be created or to exist any mortgage, pledge, security interest, or other lien (collectively, "Lien") on any of its properties or assets now owned or hereafter acquired to secure any indebtedness, without making effective provision whereby the Securities of such series shall be equally and ratably secured with (or prior to) any and all such indebtedness and with any other indebtedness similarly entitled to be equally and ratably secured. This restriction does not apply to or prevent the creation or existence of (a) the First Mortgage Indenture securing the Company's First Mortgage Bonds or any indenture supplemental thereto subjecting any property to the Lien thereof or confirming the Lien thereof upon any property, whether owned before or acquired after the date of the Unsecured Debt Indenture; (b) Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise (or on the property of a Subsidiary at the date it became a Subsidiary), or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any such Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto; (c) any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of Liens (including, without limitation, the First Mortgage Indenture) permitted by the foregoing clauses (a) and (b); (d) the pledge of any bonds or other securities at any time issued under any of the Liens permitted by clauses (a), (b) or (c) above; or (e) Permitted Encumbrances. (Section 4.07) "Permitted Encumbrances" include, among other items, (a) the pledge or assignment in the ordinary course of business of electricity, gas (either natural or artificial) or steam, accounts receivable or customers' installment paper, (b) Liens affixing to property of the Company or a Subsidiary at the time a Person consolidates with or merges into, or transfers all or substantially all of its assets to, the Company or a Subsidiary, provided that in the opinion of the Board of Directors of the Company or Company management (evidenced by a certified Board resolution or an Officers' Certificate delivered to the Trustee) the property acquired pursuant to the consolidation, merger or asset transfer is adequate security for the Lien; and (c) Liens or encumbrances not otherwise permitted if, at the incurrence of and after giving effect thereto, the aggregate of all obligations of the Company and its Subsidiaries secured thereby does not exceed 10% of Tangible Net Worth. "Tangible Net Worth" means (i) common stockholders' equity appearing on the most recent balance sheet of the Company (or consolidated balance sheet of the Company and its Subsidiaries if the Company then has one or more consolidated Subsidiaries) prepared in accordance with generally accepted accounting principles less (ii) intangible assets (excluding intangible assets recoverable through rates as prescribed by applicable regulatory authorities). (Section 4.06) Further, this restriction will not apply to or prevent the creation or existence of leases made, or existing on property acquired, in the ordinary course of business. (Section 4.07) Other Covenants. Any other restrictive covenants which may apply to a particular series of Securities will be described in the Prospectus Supplement relating thereto. Successor Obligor The Unsecured Debt Indenture provides that, unless otherwise specified in the Officers' Certificate or supplemental indenture establishing a series of Securities, the Company will not consolidate with, or sell or convey all or substantially all of its assets to, or merge with or into any other Person unless (i) either the Company will be the continuing corporation, or the Person will be a Person organized and existing under the laws of the United States of America or a state thereof and the Person will expressly assume the due and punctual payment of the principal of and interest on all the Securities and any coupons and the due and punctual performance and observance of all of the covenants and conditions of the Company under the Unsecured Debt Indenture by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person; (ii) the Company or the Person, as the case may be, will not, immediately after the merger or consolidation, or the sale or conveyance, be in default in the performance of any such covenant or condition; and (iii) after giving effect to the transaction, no event which, after notice or lapse of time, would become a Default (as defined) will have occurred or be continuing. (Section 5.01) The successor will be substituted for the Company, and thereafter all obligations of the Company under the Unsecured Debt Indenture, the Securities and any coupons shall terminate. (Section 5.02) Exchange of Securities Registered Securities may be exchanged for an equal aggregate principal amount of registered Securities of the same series and date of maturity in such authorized denominations as may be requested upon surrender of the registered Securities at an agency of the Company maintained for such purpose and upon fulfillment of all other requirements of the agent. (Section 2.07) To the extent permitted by the terms of a series of Securities authorized to be issued in registered form and bearer form, bearer Securities may be exchanged for an equal aggregate principal amount of registered or bearer Securities of the same series and date of maturity in such authorized denominations as may be requested upon surrender of the bearer Securities with all unpaid coupons relating thereto (except as may otherwise be provided in the Securities) at an agency of the Company maintained for such purpose and upon fulfillment of all other requirements of the agent. (Section 2.07) As of the date of this Prospectus, it is expected that the terms of a series of Securities will not permit registered Securities to be exchanged for bearer Securities. Defaults and Remedies Unless the Officers' Certificate or supplemental indenture establishing the series otherwise provides, an "Event of Default" with respect to a series of Securities will occur if: (1) the Company defaults in any payment of interest on any Securities of the series when the same becomes due and payable and the Default continues for a period of 60 days; (2) the Company defaults in the payment of the principal of any Securities of the series when the same becomes due and payable at maturity or upon redemption, acceleration or otherwise; (3) the Company defaults in the payment or satisfaction of any sinking fund obligation with respect to any Securities of a series as required by the Officers' Certificate or supplemental indenture establishing such series and the Default continues for a period of 60 days; (4) the Company defaults in the performance of any of its other agreements applicable to the series and the Default continues for 90 days after the notice specified below; (5) the Company pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case, (b) consents to the entry of an order for relief against it in an involuntary case, (c) consents to the appointment of a Custodian for it or for all or substantially all of its property, or (d) makes a general assignment for the benefit of its creditors; (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company in an involuntary case, (b) appoints a Custodian for the Company or for all or substantially all of its property, or (c) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or (7) there occurs any other Event of Default provided for in the series. (Section 6.01) The term "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law. (Section 6.01) "Default" means any event which is, or after notice or passage of time would be, an Event of Default. A Default under subparagraph (4) above is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the series notify the Company of the Default and the Company does not cure the Default within the time specified after receipt of the notice. (Section 6.01) The Trustee may require indemnity reasonably satisfactory to it before it enforces the Unsecured Debt Indenture or the Securities of the series. (Section 7.01) Subject to certain limitations, Holders of a majority in principal amount of the Securities of the series may direct the Trustee in its exercise of any trust or power. (Section 6.05) The Trustee may withhold from the Holder of the Security notice of any continuing Default (except a Default in payment of principal or interest) if it in good faith determines that withholding notice is in their interest. (Section 7.04) The Company is required to furnish the Trustee, not less than annually, a brief certificate as to the Company's compliance with all conditions and covenants under the Unsecured Debt Indenture. (Section 4.04) The failure to redeem any Securities subject to a Conditional Redemption (as defined) is not an Event of Default if any event on which such redemption is so conditioned does not occur before the redemption date. (Section 6.01) The Unsecured Debt Indenture does not have a cross-default provision. Thus, a default by the Company on any other debt would not constitute an Event of Default. Amendments and Waivers The Unsecured Debt Indenture and the Securities or any coupons of the series may be amended, and any default may be waived as follows: the Holders of a majority in principal amount of a series by notice to the Trustee may waive an existing Default on the series and its consequences except: (a) a Default in the payment of the principal of or interest on the series, or (b) a Default in respect of a provision described in this paragraph that cannot be amended without the consent of the Holder of each Security affected thereby. (Section 6.04) The Securities and the Unsecured Debt Indenture may be amended with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected voting as one class. (Section 9.02) However, without the consent of each Holder of Security affected thereby, no amendment or waiver may (a) extend the stated maturity of the principal of, or any installment or principal of or interest on, any such Security, or reduce the principal amount thereof or the rate of interest thereon or premium (if any), payable upon the redemption thereof, or reduce the obligation of the Company to pay principal amounts, or reduce the amount of the principal of a Discounted Security that would be due and payable upon a declaration of acceleration of the maturity or change the coin or currency in which, any such Security of such series or any principal, premium (if any), or interest thereon is payable or impair the right to institute suit for the enforcement of any such payment on or after the due date thereof (or, in the case of redemption, on or after the redemption date), or (b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose Holders is required for any modifications or amendments to the Unsecured Debt Indenture or to the terms and conditions of that series of Securities, or to approve any supplemental indenture relating to such series, or the consent of whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of the Unsecured Debt Indenture or certain default thereunder and their consequences) provided for in the Unsecured Debt Indenture, or (c) modify any of the provisions described under this paragraph, except to increase any such percentage or to provide that certain other provisions of the Unsecured Debt Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. (Section 9.02) Without the consent of any Holders, the Company may enter into one or more supplemental indentures, in order among other things (a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Unsecured Debt Indenture and in the Securities; (b) to add to, change or eliminate any of the provisions of the Unsecured Debt Indenture in respect of one or more series of Securities; provided, however, that any such addition, change or elimination shall either (i) not adversely affect the rights of the Holders of series in any material respect, or (ii) not apply to any series of Securities created prior to the execution of such supplemental indenture where such addition, change or elimination has an adverse effect on the right of the Holders of such Securities in any material respect; (c) to establish the form or terms of Securities of any series as permitted pursuant to the Unsecured Debt Indenture; (d) to evidence and provide for the acceptance of appointment under the Unsecured Debt Indenture by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of the Unsecured Debt Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one Trustee; or (e) to cure any ambiguity or defect in and to correct or supplement any provision in the Unsecured Debt Indenture or any Security of any series that may be inconsistent with any other provision in the Unsecured Debt Indenture or in the Security of such series, or to make any other provisions with respect to matters or questions arising under the Unsecured Debt Indenture; provided, however, that any such action pursuant to this clause (e) shall not adversely affect the rights of the Holders of Securities of any series in any material respect. (Section 9.01) Legal Defeasance and Covenant Defeasance Securities of a series may be defeased in accordance with their terms and, unless the Officers' Certificate or supplemental indenture establishing the terms of the series otherwise provides, as set forth below. The Company at any time may terminate as to a series all of its obligations (except for certain obligations, including obligations with respect to the defeasance trust and obligations to register the transfer or exchange of a Security, to replace destroyed, lost or stolen Securities and coupons and to maintain agencies in respect of the Securities) with respect to the Securities of the series and any related coupons and the Unsecured Debt Indenture ("legal defeasance"). The Company at any time may terminate as to a series its obligations with respect to the Securities and coupons of the series under the covenant described under "Certain Covenants--Limitations on Liens" and any other restrictive covenants which may be applicable to a particular series ("covenant defeasance"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to the covenant described under "Certain Covenants--Limitations on Liens" or any other restrictive covenants which may be applicable to a particular series. (Section 8.01) To exercise either defeasance option as to a series, the Company must deposit in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on the Securities of the series to redemption or maturity and must comply with certain other conditions. In particular, the Company must obtain an opinion of tax counsel that the defeasance will not result in recognition of any gain or loss to Holders for Federal income tax purposes. "U.S. Government Obligations" are direct obligations of the United States of America which have the full faith and credit of the United States of America pledged for payment and which are not callable at the issuer's option, or certificates representing an ownership interest in such obligations. (Section 8.02) Regarding the Trustee Firstar Trust Company will act as Trustee and Registrar for Securities issued under the Unsecured Debt Indenture and, unless otherwise indicated in a Prospectus Supplement, the Trustee will also act as Transfer Agent and Paying Agent with respect to the Securities. (Section 2.03) The Company may remove the Trustee with or without cause if the Company so notifies the Trustee six months in advance and if no Default occurs or is continuing during the six-month period. (Section 7.07) The Trustee is also one of the trustees under the First Mortgage Indenture for the Company's First Mortgage Bonds. The Company maintains general checking accounts with several banks which are affiliates of the Trustee. The Company's parent, IEC, has $3.6 million in lines of credit with Firstar Bank Milwaukee, N.A., an affiliate of the Trustee, which are part of $150 million in lines of credit maintained by IEC with various banks. In addition, the Company and IEC each maintain short-term borrowing agreements with the Trustee pursuant to which the Company and IEC may borrow up to $50 million and $50 million, respectively. Judith D. Pyle, a director of the Company, is a director of the Trustee's parent corporation, Firstar Corporation. BOOK-ENTRY ONLY SYSTEM The Debentures may be issued initially in the form of one or more global securities under a book-entry only system operated by a securities depositary. Unless otherwise specified in the Prospectus Supplement, the Depository Trust Company ("DTC") will act as securities depositary for the Debentures, which would be registered in the name of CEDE & Co., as registered securityholder and nominee for DTC. Individual purchases of Book-Entry Interests (as defined below) in any such Debentures will be made in book-entry form. Purchasers of Book-Entry Interests in such Debentures will not receive certificates representing their interests in such Debentures. So long as CEDE & Co., as nominee of DTC, is the securityholder, references herein to holders of the Debentures or registered owners will mean CEDE & Co., rather than the owners of Book- Entry Interests in Debentures. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities deposited by its participants (the "DTC Participants") and facilitates the settlement of securities transactions among DTC Participants in such securities through electronic computerized book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. Direct DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (including, possibly, the underwriters with respect to the Debentures), together with the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc., own DTC. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the "Indirect Participants"). DTC Participants purchasing Book-Entry Interests in any Debentures will not receive certificates. Each DTC Participant will receive a credit balance in the records of DTC in the amount of such DTC Participant's interest in such Debentures, which will be confirmed in accordance with DTC's standard procedures. The ownership interest of each actual purchaser of a Book-Entry Interest in Debentures (the "Book-Entry Interests") will be recorded through the records of the DTC Participant or through the records of the Indirect Participant. Owners of Book-Entry Interests should receive from the DTC Participant or Indirect Participant a written confirmation of their purchase providing details of the Book- Entry Interests acquired. Transfers of Book-Entry Interests will be accomplished by book entries made by the DTC Participants or Indirect Participants who act on behalf of the owners of Book-Entry Interests. Owners of Book-Entry Interests will not receive certificates representing their ownership of Book-Entry Interests with respect to any Debentures except as described below upon the resignation of DTC. Under the Unsecured Debt Indenture, payments made by the Trustee to DTC or its nominee will satisfy the Company's obligations under the Unsecured Debt Indenture to the extent of the payments so made. Owners of Book-Entry Interests will not be or be considered by the Company or the Trustee to be, and will not have any rights as, holders of Debentures under the Unsecured Debt Indenture. NEITHER THE COMPANY NOR THE TRUSTEE UNDER THE UNSECURED DEBT INDENTURE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANT, INDIRECT PARTICIPANT OR ANY OWNER OF A BOOK-ENTRY INTEREST OR ANY OTHER PERSON NOT SHOWN ON THE REGISTRATION BOOKS OF SUCH TRUSTEE AS BEING A HOLDER OF DEBENTURES WITH RESPECT TO: (1) ANY DEBENTURES; (2) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT; (3) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY OWNER OF A BOOK-ENTRY INTEREST IN RESPECT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON SUCH DEBENTURES; (4) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY NOTICE TO ANY OWNER OF A BOOK-ENTRY INTEREST WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE UNSECURED DEBT INDENTURE TO BE GIVEN TO HOLDERS OF DEBENTURES; (5) THE SELECTION OF THE OWNERS OF A BOOK-ENTRY INTEREST TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF ANY DEBENTURES; OR (6) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE AS HOLDER OF DEBENTURES. Principal and redemption price of, and interest payments on, Debentures registered in the name of DTC or its nominee will be made to DTC or such nominee, as registered owner of such Debentures. DTC is responsible for disbursing such payments to the appropriate DTC Participants and such DTC Participants, and any Indirect Participants, are in turn responsible for disbursing the same to the owners of Book-Entry Interests. Unless it has reason to believe it will not receive payment, DTC's current practice is to credit the accounts of the DTC Participants on a payment date in accordance with their respective holdings shown on the records of DTC. Payments by DTC Participants and Indirect Participants to owners of Book-Entry Interests will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such DTC Participant or Indirect Participant and not of DTC, the Company or the Trustee, subject to any statutory and regulatory requirements as may be in effect from time to time. DTC Participants and Indirect Participants carry the "position" of the ultimate Book-Entry Interest owner on their records, and will be responsible for providing information to the ultimate Book-Entry Interest owner as to the Debentures in which the Book-Entry Interest is held, debt service payments received, and other information. Each person for whom a DTC Participant or Indirect Participant acquires an interest in Debentures, as nominee, may desire to make arrangements with such DTC Participant or Indirect Participant to receive a credit balance in the records of such DTC Participant or Indirect Participant, to have all notices of redemption or other communications to or by DTC which may affect such persons forwarded in writing by such DTC Participant or Indirect Participant, and to have notification made of all debt service payments. Purchases, transfers and sales of Book-Entry Interests by the ultimate Book-Entry Interest owners may be made through book entries made by DTC Participants or Indirect Participants or others who act for the ultimate Book-Entry Interest owner. The Trustee under the Unsecured Debt Indenture, the Company and the underwriters, as such, have no role in those purchases, transfers or sales. Owners of Book-Entry Interests may be charged a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation to any transfer or exchange of a Book-Entry Interest. The Trustee will recognize and treat DTC (or any successor securities depositary) or its nominee as the holder of Debentures registered in its name or the name of its nominee for all purposes, including payment of debt service, notices, enforcement of remedies and voting. Under DTC's current practice, a proxy will be given to the DTC Participants holding Book-Entry Interests in Debentures in connection with any matter on which holders of such Debentures are asked to vote or give their consent. Crediting of debt service payments and transmittal of notices and other communications by DTC to DTC Participants, by DTC Participants to Indirect Participants and by DTC Participants and Indirect Participants to the ultimate Book-Entry Interest owners are the responsibility of those persons and will be handled by arrangements among them and are not the responsibility of the Trustee, the Company or any underwriter, as such. The Trustee, so long as a book-entry system is used for any series of Debentures, will send any notice of redemption and any other notices required by the Unsecured Debt Indenture to be sent to holders of such Debentures only to DTC (or such successor securities depositary) or its nominee. Any failure of DTC to advise any DTC Participant, or of any DTC Participant or Indirect Participant to notify the Book-Entry Interest owner, of any such notice and its content or effect will not affect the validity of the redemption of the Debentures called for redemption, or any other action premised on that notice. In the event of a call for redemption, the Trustee's notification to DTC will initiate DTC's standard call process, and, in the event of a partial call, its lottery process by which the call will be randomly allocated to DTC Participants holding positions in the Debentures to be redeemed. When DTC and DTC Participants allocate the call for redemption, the owners of the Book-Entry Interests that have been called should be notified by the broker or other person responsible for maintaining the records of those interests and subsequently credited by that person with the proceeds once such Debentures are redeemed. The Company, the Trustee and any underwriter or agent cannot and do not give any assurances that DTC, DTC Participants or others will distribute payments of debt service on Debentures made to DTC or its nominee as the registered owner, or any redemption or other notices, to the Book-Entry Interest owners, or that they will do so on a timely basis, or that DTC will serve and act in the manner described in this Prospectus. The Company understands that the current "Rules" applicable to DTC and DTC Participants are on file with the Commission, and that the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. If DTC is at any time unwilling or unable to continue as depositary, and a successor depositary is not appointed by the Company within 90 days, the Company will issue individual certificates to owners of Book-Entry Interests in exchange for the Debentures held by DTC or its nominee, as the case may be. In such instance, an owner of a Book-Entry Interest will be entitled to physical delivery of certificates equal in principal amount to such Book-Entry Interest and to have such certificates registered in its name. Individual certificates so issued will be issued in denominations of $1,000 or any multiple thereof. Neither the Company, the Trustee nor any underwriter makes any representation as to the accuracy of the above description of DTC's business, organization and procedures, which is based upon information furnished by DTC. PLAN OF DISTRIBUTION The Company may sell the Debentures in one or more of the following ways: (a) through underwriters or dealers; (b) directly to a limited number of purchasers or to a single purchaser; or (c) through agents. The Prospectus Supplement with respect to each series of the Debentures sets forth, among other things, the terms of the offering of the Debentures, including the name or names of the underwriters, dealers or agents, the purchase price of the Debentures and proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters' or agents' compensation and any discounts and commissions allowed or reallowed or paid to dealers and any registered securities exchanges on which the Debentures may be listed. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If any series of the Debentures are sold to underwriters or dealers, the Prospectus Supplement relating thereto will describe the nature of the obligation of the underwriters or dealers to purchase and pay for the Debentures. The Debentures may be offered to the public either through an underwriting syndicate represented by Merrill Lynch, Pierce, Fenner & Smith Incorporated, Robert W. Baird & Co. Incorporated and Legg Mason Wood Walker, Incorporated as underwriters, or directly by such firms acting as underwriters. The underwriters with respect to a particular underwritten offering of the Debentures will be named in the Prospectus Supplement relating to such offering, and if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover of such Prospectus Supplement. Unless otherwise set forth in the Prospectus Supplement, the obligations of underwriters to purchase the Debentures will be subject to certain conditions precedent and the underwriters will be obligated to purchase all the Debentures if any are purchased. The distribution of the Debentures by the underwriters may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Debentures may be sold directly by the Company or through agents designated by the Company from time to time. Any agent involved in the offer or sale of the Debentures in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement relating thereto. Unless otherwise indicated in the Prospectus Supplement, any such agent is acting on a best efforts basis for the period of its agency. Underwriters, dealers or agents designated by the Company in connection with the distribution of the Debentures may be entitled to indemnification by the Company against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribution with respect to payments which the underwriters or agents may be required to make in respect thereof. In the event that the Debentures are not listed on a registered national securities exchange, certain broker-dealers may make a market in the Debentures, but will not be obligated to do so and may discontinue any market-making at any time without notice. No assurance can be given that any broker-dealer will make a market in the Debentures or as to the liquidity of the trading market for the Debentures, whether or not the Debentures are listed on a registered national securities exchange. The Prospectus Supplement with respect to any series of the Debentures will state, if known, whether or not any broker-dealer intends to make a market in the Debentures. If no such determination has been made, the Prospectus Supplement will so state. LEGAL OPINIONS The validity of the Debentures will be passed upon for the Company by Foley & Lardner, Milwaukee, Wisconsin. Certain legal matters will be passed upon for the underwriters, dealers, purchasers or agents by Chadbourne & Parke LLP, New York, New York. EXPERTS The consolidated financial statements and schedule of the Company at December 31, 1997 and 1996 and for each of the three years in the period ending December 31, 1997 incorporated by reference in this Prospectus and in the Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Company since the date hereof. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. _______________________ TABLE OF CONTENTS Page Prospectus Available Information . . . . . . . . . . . . . . . . . . . . . 2 Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . 2 The Company . . . . . . . . . . . . . . . . . . . . . . . . . 3 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 4 Ratios of Earnings to Fixed Charges . . . . . . . . . . . . . 4 Description of the Debentures . . . . . . . . . . . . . . . . . . 4 Book-Entry Only System . . . . . . . . . . . . . . . . . . . . 12 Plan of Distribution . . . . . . . . . . . . . . . . . . . . . 15 Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . 16 Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 $60,000,000 [WP&L LOGO] Debentures __________ PROSPECTUS __________ Merrill Lynch & Co. Robert W. Baird & Co. Legg Mason Wood Walker Incorporated Incorporated PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The expenses in connection with the issuance and distribution of the securities covered hereby, other than underwriting and other discounts and commissions, are, subject to future contingencies, estimated to be as follows: Securities and Exchange Commission registration fee . . . . . . . . . . . . $ 17,700 Fee of Public Service Commission of Wisconsin . . . . . . . . . . . . . . 1,000 Printing and Engraving Expenses . . . . . 15,000 Fees of Rating Agencies . . . . . . . . . . 25,000 Trustee Fees and Expenses . . . . . . . . 10,000 Accounting Fees and Expenses . . . . . . . 15,000 Legal Fees and Expenses . . . . . . . . . . 45,000 Blue Sky Fees and Expenses . . . . . . . . 5,000 Miscellaneous Expenses . . . . . . . . . . 6,300 ------- Total . . . . . . . . . . . . . . . . $ 140,000 ======= Item 15. Indemnification of Directors and Officers. Pursuant to the provisions of the Wisconsin Business Corporation Law and Article VIII of the Registrant's Bylaws, directors and officers of the Registrant are entitled to mandatory indemnification from the Registrant against certain liabilities (which may include liabilities under the Securities Act of 1933) 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 Registrant and such breach or failure constituted: (a) a willful failure to deal fairly with the Registrant or its shareholders in connection with a matter in which the director or officer had a material conflict of interest; (b) a violation of criminal law unless the director or officer had a 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. Additionally, under the Wisconsin Business Corporation Law, directors of the Registrant are not subject to personal liability to the Registrant, its shareholders 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 outlined in (a) through (d) above. The indemnification provided by the Wisconsin Business Corporation Law and the Registrant's Bylaws is not exclusive of any other rights to which a director or officer of the Registrant may be entitled. The Registrant also carries directors' and officers' liability insurance. The proposed form of Underwriting Agreement for the Debentures contains provisions under which the underwriters agree to indemnify the directors and officers of the Registrant against certain liabilities, including liabilities under the Securities Act of 1933. Item 16. Exhibits. The exhibits listed in the accompanying Exhibit Index are filed (except where otherwise indicated) as part of this Registration Statement. Item 17. 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) 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; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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 therein, 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 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned Registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (d) 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 Securities Act of 1933 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-3 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 July 31, 1998. WISCONSIN POWER AND LIGHT COMPANY By: /s/ Erroll B. Davis, Jr. Erroll B. Davis, Jr. 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. Signature Title Date /s/ Erroll B. Davis, Jr. Chief Executive Officer July 31, 1998 Erroll B. Davis, Jr. and Director (Principal Executive Officer) /s/ Edward M. Gleason Vice President-Treasurer July 31, 1998 Edward M. Gleason and Corporate Secretary (Principal Financial Officer) /s/ John E. Ebright Vice President-Controller July 31, 1998 John E. Ebright (Principal Accounting Officer) Alan B. Arends* Director July 31, 1998 Rockne G. Flowers* Director July 31, 1998 Joyce L. Hanes* Director July 31, 1998 Lee Liu* Director July 31, 1998 Katharine C. Lyall* Director July 31, 1998 Arnold M. Nemirow* Director July 31, 1998 Milton E. Neshek* Director July 31, 1998 Jack R. Newman* Director July 31, 1998 Judith D. Pyle* Director July 31, 1998 Robert D. Ray* Director July 31, 1998 David Q. Reed* Director July 31, 1998 Robert W. Schlutz* Director July 31, 1998 Wayne H. Stoppelmoor* Director July 31, 1998 Anthony R. Weiler* Director July 31, 1998 *By: /s/ Erroll B. Davis, Jr. Erroll B. Davis, Jr. Attorney-in-fact Pursuant to Transaction Requirement B.2 of Form S-3, the Registrant reasonably believes that the security rating to be assigned to the securities registered hereunder will make the securities "investment grade securities" prior to sale. EXHIBIT INDEX Exhibit Number Document Description (1)* Proposed form of Purchase Agreement relating to the Debentures. (4.1) Indenture of Mortgage or Deed of Trust dated August 1, 1941, between the Company and First Wisconsin Trust Company (n/k/a Firstar Trust Company) and George B. Luhman, as Trustees (incorporated by reference to Exhibit 7(a) in File No. 2-6409). (4.2) Supplemental Indenture dated January 1, 1948 (incorporated by reference to Second Amended Exhibit 7(b) in File No. 2-7361). (4.3) Supplemental Indenture dated September 1, 1948 (incorporated by reference to Amended Exhibit 7(c) in File No. 2-7628). (4.4) Supplemental Indenture dated June 1, 1950 (incorporated by reference to Amended Exhibit 7.02 in File No. 2-8462). (4.5) Supplemental Indenture dated April 1, 1951 (incorporated by reference to Amended Exhibit 7.02 in File No 2-8882). (4.6) Supplemental Indenture dated April 1, 1952 (incorporated by reference to Second Amended Exhibit 4.03 in File No. 2-9526). (4.7) Supplemental Indenture dated September 1, 1953 (incorporated by reference to Amended Exhibit 4.03 in File No. 2-10406). (4.8) Supplemental Indenture dated October 1, 1954 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-11130). (4.9) Supplemental Indenture dated March 1, 1959 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-14816). (4.10) Supplemental Indenture dated May 1, 1962 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-20372). (4.11) Supplemental Indenture dated August 1, 1968 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-29738). (4.12) Supplemental Indenture dated June 1, 1969 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-32947). (4.13) Supplemental Indenture dated October 1, 1970 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-38304). (4.14) Supplemental Indenture dated July 1, 1971 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-40802). (4.15) Supplemental Indenture dated April 1, 1974 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-50308). (4.16) Supplemental Indenture dated December 1, 1975 (incorporated by reference to Exhibit 2.01(a) in File No. 2-57775). (4.17) Supplemental Indenture dated May 1, 1976 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-56036). (4.18) Supplemental Indenture dated May 15, 1978 (incorporated by reference to Amended Exhibit 2.02 in File No. 2-61439). (4.19) Supplemental Indenture dated August 1, 1980 (incorporated by reference to Exhibit 4.02 File No. 2-70534). (4.20) Supplemental Indenture dated January 15, 1981 (incorporated by reference to Amended Exhibit 4.03 in File No. 2-70534). (4.21) Supplemental Indenture dated August 1, 1984 (incorporated by reference to Exhibit 4.02 in File No. 33-2579). (4.22) Supplemental Indenture dated January 15, 1986 (incorporated by reference to Amended Exhibit 4.03 in File No. 33-2579). (4.23) Supplemental Indenture dated June 1, 1986 (incorporated by reference to Amended Exhibit 4.02 in File No. 33-4961). (4.24) Supplemental Indenture dated August 1, 1988 (incorporated by reference to Exhibit 4.24 in File No. 33-45726). (4.25) Supplemental Indenture dated December 1, 1990 (incorporated by reference to Exhibit 4.25 in File No. 33-45726). (4.26) Supplemental Indenture dated September 1, 1991 (incorporated by reference to Exhibit 4.26 in File No. 33-45726). (4.27) Supplemental Indenture dated October 1, 1991 (incorporated by reference to Exhibit 4.27 in File No. 33-45726). (4.28) Supplemental Indenture dated March 1, 1992 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated March 9, 1992). (4.29) Supplemental Indenture dated May 1, 1992 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated May 12, 1992). (4.30) Supplemental Indenture dated June 1, 1992 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated June 29, 1992). (4.31) Supplemental Indenture dated July 1, 1992 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated July 20, 1992). (4.32) Indenture, dated as of June 20, 1997, between the Company and Firstar Trust Company, as Trustee, for the Debentures (incorporated by reference to Exhibit 4.33 to Amendment No. 2 to the Company's Form S-3 Registration Statement [Registration No. 33-60917]). (4.33) Officers' Certificate, dated as of June 25, 1997, creating the Company's 7% Debentures due June 15, 2007 (incorporated by reference to Exhibit 4 to the Company's Form 8-K dated June 25, 1997). (5) Opinion of Foley & Lardner (including consent of counsel). (12) Statement re computation of ratios of earnings to fixed charges. (23.1) Consent of Arthur Andersen LLP (23.2) Consent of Foley & Lardner (filed as part of Exhibit (5)). (24) Powers of attorney. (25) Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Firstar Trust Company relating to the Debentures. * To be filed by amendment to the Registration Statement or as an exhibit to a Current Report on Form 8-K. EX-5 2 EXHIBIT (5) FOLEY & LARDNER A T T O R N E Y S A T L A W FIRSTAR CENTER 777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202-5367 A MEMBER OF GLOBALEX WITH MEMBER OFFICES IN MADISON BERLIN CHICAGO TELEPHONE (414) 271-2400 BRUSSELS WASHINGTON, D.C. DRESDEN JACKSONVILLE TELEX 26-819 FRANKFURT ORLANDO LONDON TALLAHASSEE (FOLEY LARD MIL) PARIS TAMPA SINGAPORE WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART TAIPEI WRITER'S DIRECT LINE July 31, 1998 Wisconsin Power and Light Company 222 West Washington Avenue Madison, Wisconsin 53703 Ladies and Gentlemen: We have acted as counsel for Wisconsin Power and Light Company, a Wisconsin corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-3, including the Prospectus constituting a part thereof (such Registration Statement is referred to herein as the "Registration Statement"), as filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), and relating to the issuance and sale of up to $60,000,000 principal amount of unsecured debt securities (the "Debentures") by the Company in the manner set forth in the Registration Statement. The Debentures may be offered from time to time in one or more series. Each series of Debentures will be issued under the Indenture, dated as of June 20, 1997, between the Company and Firstar Trust Company, as Trustee (the "Unsecured Debt Indenture"), and a supplemental indenture (the "Supplemental Indenture") or an officers' certificate (the "Officers' Certificate"), as the case may be, providing for the issuance of such series. In connection with our representation, we have examined: (a) the Registration Statement, including the Prospectus; (b) the exhibits (including those incorporated by reference) constituting a part of said Registration Statement; (c) the Restated Articles of Organization and Bylaws of the Company, as amended to date; and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion. Based on the foregoing, we are of the opinion that: 1. The Company is a validly existing corporation under the laws of the State of Wisconsin. 2. The Debentures when executed, authenticated and issued in accordance with the resolutions adopted by the Board of Directors of the Company on April 21, 1998 and in the manner and for the consideration contemplated by the Registration Statement will be legally issued, and valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors' rights generally or the application of equitable principles; provided, that prior to the issuance of the Debentures, there shall be taken various proceedings in the manner contemplated by us as counsel, which include the following: (a) The completion of the requisite procedure under the applicable provisions of the Securities Act and the Trust Indenture Act of 1939, as amended; (b) The completion of the requisite procedure relating to the authorization by the Public Service Commission of Wisconsin of the issuance and sale of the Debentures; (c) The further authorization by the Board of Directors of the Company or a specified senior executive officer of the Company of the Supplemental Indenture or the Officers' Certificate, as the case may be, relating to the applicable series of Debentures, issuance of the Debentures and related matters; and (d) The execution and delivery of the Supplemental Indenture or the Officers' Certificate, as the case may be, and the filing of other documents and the taking of other actions provided in the Unsecured Debt Indenture with respect to the issuance of additional Debentures thereunder. We consent to the use of this opinion as an exhibit to the Registration Statement and to the references to our firm therein. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, FOLEY & LARDNER EX-12 3 EXHIBIT (12) WISCONSIN POWER AND LIGHT COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in thousands)
Twelve Months Year Ended December 31, Ended March 31, 1998 1997 1996 1995 1994 1993 Income before interest expense $ 98,465 $ 103,841 $113,957 $112,473 $102,643 $96,381 Add: Federal and state income taxes 36,959 41,839 53,808 45,606 44,727 35,667 Estimated interest component of rental payments 3,486 3,524 4,313 4,666 4,175 4,139 ------- ------- ------- ------- ------- ------- Earnings, as adjusted $ 138,910 $ 149,204 $172,078 $162,745 $151,545 $136,187 ======= ======= ======= ======= ======= ======= Fixed charges: Interest on bonds $29,897 $ 28,964 $26,906 $28,647 $28,796 $28,422 Other interest expense 3,088 3,643 4,566 5,174 2,352 3,854 Estimated interest component of rental payments 3,486 3,524 4,313 4,666 4,175 4,139 ------- ------- ------- ------- ------- ------- Total fixed charges $ 36,471 $36,131 $35,785 $38,487 $35,323 $ 36,415 ======= ======= ======= ======= ======= ======= Ratio of earnings to fixed charges 3.81 4.13 4.81 4.23 4.29 3.74 ======= ======= ======= ======= ======= =======
EX-23.1 4 EXHIBIT (23.1) Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated January 30, 1998 included in the Wisconsin Power and Light Company Form 10-K for the year ended December 31, 1997 and to all references to our firm included in this registration statement. ARTHUR ANDERSEN LLP Milwaukee, Wisconsin July 31, 1998 EX-24 5 EXHIBIT (24) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Alan B. Arends hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of unsecured debt securities to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of July, 1998. /s/ Alan B. Arends Alan B. Arends POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Rockne G. Flowers hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of unsecured debt securities to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of July, 1998. /s/ Rockne G. Flowers Rockne G. Flowers POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Joyce L. Hanes hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of unsecured debt securities to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of July, 1998. /s/ Joyce L. Hanes Joyce L. Hanes POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Lee Liu hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of unsecured debt securities to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of July, 1998. /s/ Lee Liu Lee Liu POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Katharine C. Lyall hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of unsecured debt securities to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of July, 1998. /s/ Katharine C. Lyall Katharine C. Lyall POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Arnold M. Nemirow hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of unsecured debt securities to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of July, 1998. /s/ Arnold M. Nemirow Arnold M. Nemirow POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Milton E. Neshek hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of unsecured debt securities to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of July, 1998. /s/ Milton E. Neshek Milton E. Neshek POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Jack R. Newman hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of unsecured debt securities to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of July, 1998. /s/ Jack R. Newman Jack R. Newman POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Judith D. Pyle hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of unsecured debt securities to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of July, 1998. /s/ Judith D. Pyle Judith D. Pyle POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Robert D. Ray hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of unsecured debt securities to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of July, 1998. /s/ Robert D. Ray Robert D. Ray POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I David Q. Reed hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of unsecured debt securities to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of July, 1998. /s/ David Q. Reed David Q. Reed POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Robert W. Schlutz hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of unsecured debt securities to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of July, 1998. /s/ Robert W. Schlutz Robert W. Schlutz POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Wayne H. Stoppelmoor hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of unsecured debt securities to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of July, 1998. /s/ Wayne H. Stoppelmoor Wayne H. Stoppelmoor POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, That I Anthony R. Weiler hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and Edward M. Gleason, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Wisconsin Power and Light Company (the "Company") to the Registration Statement on Form S-3, and any amendments (including post-effective amendments) or supplements thereto, relating to a public offering of unsecured debt securities to be issued and sold by the Company, and to file said Registration Statement, and any amendment (including any post-effective amendment) or supplement thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured debt securities under the Securities Act of 1933, as amended. I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 22nd day of July, 1998. /s/ Anthony R. Weiler Anthony R. Weiler EX-25 6 Securities and Exchange Commission Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) _________ FIRSTAR TRUST COMPANY (Exact name of trustee as specified in its charter) Wisconsin 39-0281260 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U. S. National Bank) Identification Number) 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 (Address of principal executive offices) (Zip Code) Kevin C. Schuller, Vice President and Assistant Secretary Firstar Trust Company 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Telephone (414) 765-5725 (Name, address, and telephone number of agent for service) Wisconsin Power and Light Company (Exact name of obligor as specified in its charter) Wisconsin 39-0714890 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 222 West Washington Avenue Madison, Wisconsin 53703 (Address of principal executive offices) (Zip Code) Unsecured Debt Securities (Title of indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Office of Commissioner of Banking, Madison, Wisconsin Federal Deposit Insurance Corporation, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. The corporate trustee is authorized to exercise corporate trust powers. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. Item 3. Voting Securities of the Trustee. Furnish the following information as to each class of voting securities of the trustee: As of July 23, 1998 Col. A Col. B Title of class Amount outstanding Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 4. Trusteeships under Other Indentures. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information: (a) Title of the securities outstanding under each such other indenture. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. (b) A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 5. Interlocking Directorates and Similar Relationships with the Obligor or Underwriters. If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor or of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials. Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner, and executive officer of the obligor: As of July 23, 1998 Col. A Col. B Col. C Col. D Name of owner Title of class Amount owned Percentage of beneficially voting securities represented by amount given in Col. C Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 7. Voting Securities of the Trustee Owned by Underwriters or their Officials. Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner, and executive officer of each such underwriter: As of July 23, 1998 Col. A Col. B Col. C Col. D Name of owner Title of class Amount owned Percentage of beneficially voting securities represented by amount given in Col. C Per General Instruction B to form T-1, no response is required to this item as the obligor is not presently in default. Item 8. Securities of the Obligor Owned or Held by the Trustee. Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee: As of July 23, 1998 Col. A Col. B Col. C Col. D Title of class Whether Amount owned Percent of the securities beneficially or held class represented are voting as collateral security by amount given or nonvoting for obligations in Col. C securities in default Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 9. Securities of Underwriters Owned or Held by the Trustee. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee: As of July 23, 1998 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percent of issuer and outstanding beneficially or held class represented title of class as collateral security by amount given for obligations in in Col. C default by trustee Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain Affiliates or Security Holders of the Obligor. If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person: As of July 23, 1998 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percent of issuer and outstanding beneficially or held class represented title of class as collateral security by amount given for obligations in in Col. C default by trustee Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 11. Ownership or Holdings by the Trustee of any Securities of a Person Owning 50 Percent or More of the Voting Securities of the Obligor. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee: As of July 23, 1998 Col. A Col. B Col. C Col. D Name of Amount Amount owned Percent of issuer and outstanding beneficially or held class represented title of class as collateral security by amount given for obligations in in Col. C default by trustee Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 12. Indebtedness of the Obligor to the Trustee. Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the following information: As of July 23, 1998 Col. A Col. B Col. C Nature of indebtedness Amount outstanding Date due Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 13. Defaults by the Obligor. (a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default.Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. (b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 14. Affiliations with the Underwriters. If any underwriter is an affiliate of the trustee, describe each such affiliation. Per General Instruction B to Form T-1, no response is required to this item as the obligor is not presently in default. Item 15. Foreign Trustee. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not applicable Item 16. List of Exhibits. List below all exhibits filed as part of this statement of eligibility. 1. A copy of the Articles of Association of Firstar Trust Company (f/k/a First Wisconsin Trust Company) as now in effect (filed herewith). 2. Certificate of authority of the Trustee to commence business (contained in Exhibit 1). 3. Authorization of the Trustee to exercise trust powers (contained in Exhibit 1). 4. A copy of the existing By-laws of Firstar Trust Company (f/k/a First Wisconsin Trust Company) (filed herewith). 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939 (filed herewith). 7. A copy of the latest report of condition of the Trustee published pursuant to law or the requirement of its supervising or examining authority (filed herewith). SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Firstar Trust Company, a corporation organized and existing under the laws of the State of Wisconsin, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Milwaukee, and State of Wisconsin, on the 23rd day of July, 1998. FIRSTAR TRUST COMPANY (Trustee) By:/s/ Amy E. Nolde Amy E. Nolde Assistant Vice President (Name and title) By:/s/ Pamela Warner Pamela Warner, Assistant Secretary (Name and title) EXHIBIT I Sec. 221.12, Wis. Stats. STATE OF WISCONSIN OFFICE OF COMMISSIONER OF BANKING 101 E WILSON ST, 5th FLOOR - P.O. BOX 7876 MADISON, WISCONSIN 53707-7876 Telephone (608) 266-1621 Fax (608) 267-6889 AMENDMENT TO ARTICLES OF INCORPORATION CERTIFICATION I, Richard L. Dean, Commissioner of Banking of the State of Wisconsin, do hereby certify that an amendment to the Articles of Incorporation of the Firstar Trust Company, Milwaukee, Wisconsin (Bank) (Location) of which a duly verified copy is hereto attached, was approved by the Office of Commissioner of Banking on the 5th day of February, 1996. This amendment relates to CHANGE IN BOARD OF DIRECTORS and was adopted by the stockholders of the above bank on the 29th day of January, 1996. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal. Done at my office in the City of Madison this 5th day of February, 1996. __________________________________________ Richard L. Dean Commissioner of Banking NOTE: TO BE RECORDED BY THE REGISTER OF DEEDS TOGETHER WITH THE ATTACHED COPY OF THE AMENDMENT. amendment to Articles of Incorporation ________________________ Which Articles were filed/recorded in the office of the Register of Deeds for Milwaukee County on July 6, 1903. Recorded in Volume S of Corporations, Page(s) 134-137 as Document Number ________________________. We, Robert L. Webster as President, and James D. Hintz as Cashier of Firstar Trust Company do hereby certify that the following amendment to the Articles of Incorporation of this bank was approved at the annual or special meeting of the stockholders of the bank, called for that purpose and held pursuant to the provisions of law, in the office of the bank in Milwaukee, Wisconsin, on January 29, 1996; and the said amendment was duly adopted by the affirmative vote of two-thirds of the 10,000 shares of outstanding capital stock, with 9,995 votes cast in the affirmative and 0 votes cast in the negative; and the following resolutions were adopted: RESOLVED That the Articles of Incorporation be amended by striking out the text of Article Fourth reading: "The Board of Directors shall consist of such number of individuals, not less than fifteen nor more than sixty, as from time to time shall be prescribed in the By-laws, at least two-thirds of whom shall be residents of Wisconsin and the majority of whom shall be residents of Milwaukee County or adjacent counties. Each of said directors shall be elected for a term of one year and until his successor has been elected and qualified." And inserting in lieu thereof the following paragraph: "The Board of Directors shall consist of such number of individuals, not less than five nor more than thirty, as from time to time shall be prescribed in the By-laws, at least two-thirds of whom shall be residents of Wisconsin. Each of said directors shall be elected for a term of one year and until his successor has been elected and qualified. "It was further resolved, That the President and Cashier of said bank be authorized, under the seal of the corporation, to file the proper certificates of such amendments with the Commissioner of Banking as provided by law." We, Robert L. Webster, President, and James D. Hintz, Cashier of the above-named bank, do solemnly swear that the foregoing is true to the best of our knowledge and belief. STATE OF WISCONSIN ss. COUNTY OF MILWAUKEE Subscribed and sworn to before me this 30 day of January, 1996. Diane M. Rampacek, Notary Public. My commission expires 1/3/99. EXHIBIT 1 STATE OF WISCONSIN OFFICE OF COMMISSIONER OF BANKING BANKS DIVISION POST OFFICE BOX 7876 MADISON, WISCONSIN 53707-7876 (Telephone: 608-266-1621) AMENDMENT TO ARTICLES CERTIFICATION I, Toby E. Sherry, Commissioner of Banking of the State of Wisconsin, do hereby certify that an amendment to the original Articles of Incorporation of First Wisconsin Trust Company, Milwaukee, Wisconsin, of which a duly verified copy is hereto attached, was on the 17th day of August, A.D. 1992, approved and filed in the Office of Commissioner of Banking. This amendment relates to corporate name and was adopted by stockholders of the above bank on July 16, 1992. IN TESTIMONY WHEREOF, I have set my handand affixed my official seal. Done at my office inthe City of Madison this 17th day of August, A.D.1992. Toby E. Sherry Commissioner of Banking IMPORTANT: TO BE RECORDED BY THE REGISTER OF DEEDS TOGETHER WITH THEATTACHED COPY OF THE AMENDMENT We, Robert L. Webster as President, and James D. Hintz as Cashier of First Wisconsin Trust Company do hereby certify that the foregoing is a true copy of an amendment to the Articles of Incorporation of this bank and that at the annual or special meeting of the stockholders of the bank, called for that purpose and held pursuant to the provisions of law, in the office of the bank in the City of Milwaukee, State of Wisconsin, on the 16th day of July, A.D. 1992, the said amendment was duly adopted by the affirmative vote of two-thirds of all capital stock outstanding; that the majority stockholder was present or represented at said meeting; that the entire number of shares outstanding is 10,000; that the number of shares represented at the meeting was 9,952; that upon the adoption of such resolution 9,952 votes were cast in the affirmative; one vote for each share, and that 0 votes were cast in the negative. ss. In Testimony Whereof, First Wisconsin Trust Company has caused these presents to be executed by the President and Cashier thereof and the corporate seal of said bank is hereunto affixed this 28th day of July, A.D. 1992, by its authority. First Wisconsin Trust Company In presence of Sharon L. Gazzana By Robert L. Webster, President Sandra L. Belongia James Hintz, Cashier State of Wisconsin Milwaukee County Personally came before me this 28th day of July, A.D. 1992, Robert L. Webster as President, and James D. Hintz as Cashier of the First Wisconsin Trust Company, who are to me known to be such President and Cashier, respectively, and to be the persons who executed the foregoing instrument, and acknowledged the same as such officers, for the purposes therein mentioned. Diane M. Rampacek Notary Public Milwaukee County, Wisconsin My commission expires 1/3/99 Amendment to Articles of Incorporation Which Articles were filed/recorded in the office of the Register of Deeds for Milwaukee County on the 6th day of July, 1903. Recorded in Volume S of Corporations, Page 134. At a meeting of the stockholders of First Wisconsin Trust Company of Milwaukee, Wisconsin, held at the office of said bank in said City on the 16th day of July, A.D. 1992, at 9:30 o'clock A.M., of that day, which meeting was called for the purpose of amending the Articles of Incorporation of said bank, and at which meeting 9,952 shares of the capital stock of said bank were duly represented, the following resolutions were adopted: "Resolved That the Articles of Incorporation of the bank be amended by striking out the paragraph relating to the name reading as follows: "The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY, and its location shall be at the City and County of Milwaukee and State of Wisconsin." And Inserting in lieu thereof the following paragraph: "The title of the Corporation shall be Firstar Trust Company, and its location shall be at the City and County of Milwaukee and State of Wisconsin." "It was further resolved, That the President and Cashier of said bank be authorized, under the seal of the Corporation, to file proper certificates of such amendment with the Commissioner of Banking as provided by law." ARTICLES OF ASSOCIATION OF FIRSTAR TRUST COMPANY MILWAUKEE, WISCONSIN KNOW ALL MEN BY THESE PRESENTS, that we, Frederick Pabst, L.J. Petit, Frederick Kasten, Oliver C. Fuller, and Edward P. Vilas, of the City and County of Milwaukee and State of Wisconsin, have associated and do hereby associate for the purpose of forming a corporation, to wit, a trust company bank under and pursuant to the privileges and restrictions of the statutes of the State of Wisconsin, in that behalf made and provided; and particularly Chapters 221 and 223 of said statutes, and thereto adopt the following: Article 1 The purpose and business of this corporation shall be those of both a state bank and a trust company bank as defined by Wisconsin law, this corporation being a trust company bank which has been converted into a state bank in accordance with such law. Article 2 The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY," and its location shall be at the City and County of Milwaukee and State of Wisconsin. Article 3 The capital stock of this Corporation shall be One Million Dollars ($1,000,000), divided into ten thousand (10,000) shares of the par value of One Hundred Dollars ($100) each. Article 4 The Board of Directors shall consist of such number of individuals, not less than fifteen nor more than sixty, as from time to time shall be prescribed in the By-laws, at least two-thirds of whom shall be residents of Wisconsin and the majority of whom shall be residents of Milwaukee County or adjacent counties. Each of said directors shall be elected for a term of one year and until his successor has been elected and qualified. In witness whereof, we have hereunto subscribed our names at Milwaukee, Wisconsin, on this first day of July, A.D. 1903. (Signed) Frederick Pabst L.J. Petit Fred Kasten Oliver C. Fuller Edward P. Vilas State of Wisconsin Milwaukee County On this first day of July, A.D. 1903, personally appeared before me the above signed Frederick Pabst, L.J. Petit, Frederick Kasten, Oliver C. Fuller, and Edward P. Vilas, to me known to be the persons who executed the foregoing instrument and severally acknowledge the same. My commission will expire on the 30th day of December, 1906. (Signed) W.L. Cheney Notary Public Milwaukee County, Wisconsin EXHIBIT 4 As Amended through February 19, 1997 RESTATED BY-LAWS OF FIRSTAR TRUST COMPANY ADOPTED JANUARY 15, 1963 Article 1 The annual meeting of this Corporation for the election of its directors and the transaction of its general business shall be held on the third Thursday of February at the general office of this Corporation in the City of Milwaukee, at 8 o'clock in the morning, or at such other hour and place in the City of Milwaukee as shall be designated by the Board of Directors. If any hour other than 8 o'clock in the morning or any place other than the general office of this Corporation shall be so designated, notice thereof shall be given by mailing the same to each stockholder at his last known address at least ten (10) days prior to the holding of said meeting. Article 2 Special meetings of the stockholders of this Corporation shall be held in the City of Milwaukee and may be called at any time by order of the Chairman of the Board, the President, or one of the Vice Presidents, or by the Board of Directors, by mailing to each stockholder at his last known address at least ten (10) days prior to the date of the holding of such special meeting, a notice specifying the time and place of such special meeting and the business to be transacted thereat, and no other business shall be transacted at said meeting. Article 3 Section 1. Every stockholder may vote and participate at any meeting of stockholders, either in person or by proxy. No proxy shall be recognized unless the same shall be in writing, subscribed by the stockholder nor unless filed with the Secretary prior to the meeting. No active or salaried officer may act as a proxy for a stockholder. Section 2. The Cashier shall maintain a stock book showing the name, residence, and number of shares held by each stockholder, which shall at all times, during the usual hours for transacting business, be subject to inspection by the officers, directors, and stockholders of the Company. Article 4 Section 1. The Board of Directors shall consist of not less than five nor more than thirty directors, the number of directors to be determined by resolution adopted at each annual stockholders' meeting, or at any special stockholders' meeting duly called for such purpose. On and after January 1, 1978, no person shall be eligible to be elected or re-elected as a member of the Board of Directors if he shall have attained 70 years of age at the date of election. Section 2. The election of directors by the stockholders shall be by ballot or other method as shall be adopted by the stockholders by resolution or motion adopted at the stockholders' meeting. Section 3. A majority of the Board of Directors shall constitute a quorum for the transaction of business; provided that the directors may, once in six (6) months, designate by resolution nine (9) members, any five (5) of whom shall constitute a quorum. Section 4. Minutes of each meeting of the Board of Directors shall disclose the date and location of such meeting, and the names of directors absent; shall be subscribed by the presiding officer; and shall be approved by the Board of Directors at the next succeeding meeting, the minutes of which shall show such fact. Section 5. A regular meeting of the Board of Directors shall be held at the general office of this Corporation in the City of Milwaukee at least once each calendar quarter, immediately following the annual meeting of the shareholders of this Corporation on the third Thursday of February, at 8:00 a.m. on the third Thursday of May, August and November of each year, or at such other time or place as shall from time to time, be designated by the president or by resolution of the Board of Directors. If any other time or any place other than the general office of this Corporation shall be so designated, notice thereof shall be given by mailing the same to each director at his last known address at least two (2) days prior to the holding of said meeting. Section 6. Special meetings of the Board of Directors shall be held at the general office of the Corporation in the City of Milwaukee or at such other place in the City of Milwaukee as shall be designated, and may be called by order of the Chairman of the Board, the President, or by any two of the directors by mailing notice of such meeting and the designated time and place thereof to each of the directors at his last known address two (2) days prior to the holding of such meeting. Article 5 Section 1. An Executive Committee consisting of the Chairman of the Board, the President, and not less than six (6) or more than twelve (12) other directors may be appointed by the Board of Directors to serve until their successors shall be appointed, and such Executive Committee shall direct the management of the affairs of this Corporation in the interim between meetings of the Board of Directors, subject to the control of the Board. The Chairman of the Board, or in his absence (through failure of the Board of Directors to elect a Chairman or otherwise), the President, shall preside at meetings of the Executive Committee. The person from time to time elected Secretary of the Board shall also serve as Secretary of the Executive Committee. Section 2. Meetings of the Executive Committee may be held at any time when the Board of Directors is not in session, and may be prescribed by the Board of Directors or may be called by order of the Chairman of the Board, the President, or by any two (2) members of the Executive Committee, by mailing notice of such meeting designating the time and place thereof, addressed to each member of the Committee at his last known address two (2) days prior to the holding of such meeting, or by personal notice thereof given a sufficient length of time before such meeting to enable members to attend. Section 3. The Executive Committee shall keep full and true minutes of all business transacted at each meeting and shall submit its report together with a copy of the minutes of its proceedings to the Board of Directors at its next meeting thereafter. Section 4. The Board of Directors shall appoint Trust Investment Committee consisting of at least two (2) officers and at least four (4) directors who are not officers, which Committee shall meet at the general office of the Corporation at least once each calendar quarter, at 8:00 a.m. on the third Thursday of January, March, June and December of each year, or at such other time or place as shall from time to time be designated by the President or by resolution of the Board of Directors. If any hour other than 8:00 in the morning or any place other than the general office of this Corporation shall be so designated, notice thereof shall be given by mailing the same to each committee member at his last known address at least two (2) days prior to the holding of said meeting. The Trust Investment Committee shall have such duties and authority as the Board of Directors shall from time to time prescribe. Members of such committee shall serve for such periods as the Board shall from time to time prescribe.. Section 5. The Board of Directors may appoint a Loan Committee consisting of two (2) or more directors, which, if appointed, shall meet at least once calendar quarter at such time and place as shall from time to time be designated by the resolution of the Board of Directors, and shall determine policies as to renewals and applications for new loans. All loans in excess of the amount officers designated by the Board have been authorized by resolution to make shall be presented to the Loan Committee (or, if the Loan Committee has not been appointed, to the Board of Directs or the Executive Committee) for approval. The Board of Directors may by resolution designate officers who may make loans without the prior approval of the Loan Committee or the Board, subject to the provisions of the Wisconsin Statutes, the regulations of the Commissioner of Banks, and these By-laws. Section 6. Each year the Board of Directors shall appoint, from among its members, an Examining Committee consisting of at least three (3) directors, which upon receipt of a report of examination of the Corporation by the Division of Banking, shall have the duties specified in 221.0611(2), Wis. Stats... The Examining Committee shall also study and, if it deems necessary, recommend corrective action in response to any criticisms or suggestions contained in, reports of examination prepared by any other regulatory agency or the Firstar Corporation Auditing or Compliance areas, and shall perform such other duties as shall be prescribed from time to time by resolution of the Board of Directors. Meetings of the Examining Committee shall be called by the President as needed, and notice of a meeting shall be given by mailing the same to each committee member at his last known address at least two (2) days prior to the holding of said meeting. Section 7. The Board of Directors shall have the power to set the banking hours of this bank, subject to the provisions of the Wisconsin Statutes and the regulations of the Commissioner of Banks. Certified copies of all resolutions of the Board pertaining to banking hours shall be furnished to the State Banking Department. Section 8. A detailed statement of all current expenses and taxes paid shall be presented to the Board in writing every month, or more often if required by the Board. Article 6 A written waiver signed by any director or member of any committee shall be the equivalent of due notice to him of any meeting therein mentioned. Actual attendance at or participation in any meeting by any director or member of any committee waives any required notice unless the director or member, at the beginning of the meeting or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Article 7 Directors and members of committees appointed by the Board of Directors, except directors or members who are salaried officers or employees of this Corporation, shall be paid such fees for services and attendance at meetings as the Board of Directors shall from time to time prescribe. Article 8 Section 1. The general officers of this Corporation shall be a president, two or more vice presidents, a cashier and one or more assistant cashiers, a secretary and one or more assistant secretaries, one or more trust officers, and such other officers as may be appropriate for the transaction of its business. The officers of this Corporation shall be elected by a viva voce vote of the Board of Directors unless objection is made, whereupon such election shall be by ballot; provided, however, that whenever he deems it appropriate to take such action in the interim periods between meetings of the Board of Directors, the president may appoint any other officer. Any appointment made by the president shall take effect immediately but shall be reported and confirmed at the next regular meeting of the Board of Directors. The Chairman of the Board, if there be one, the senior executive officer in charge of conducting the business of this Corporation and the officer in charge of the Trust Department of this Corporation shall be chosen from among the directors. Section 2. The Board of Directors and, with respect to other officers and to the extent not inconsistent with actin taken by the Board of Directors, the president, shall have authority to define the duties and obligations of all officers, and to fill vacancies in offices. The Board of Directors and, with respect to other officers appointed by him and to the extent not inconsistent with action taken by the Board of Directors, the president, shall have the authority to fix the compensation of officers, to dismiss them at pleasure, and to require any officer to provide a satisfactory bond for the faithful performance of his duties. Unless otherwise prescribed by the Board of Directors or, with respect to other officers, the president, each officer shall have the duties and authority prescribed by law or ordinarily incidental to his office in similar corporations. Section 3. The Board of Directors shall designate the officer to be the chief executive officer in charge of the Trust Department of this Corporation. All fiduciary powers of this Corporation shall be exercised through such officer who shall be generally responsible for and supervise and direct the activities of the Trust Department and do and perform all acts and things necessary and proper in carrying on the business of the Trust Department in accordance with the provisions of applicable laws and regulations and the directions of the Board of Directors, appropriate committees of the Board and his superior officers and shall cause to be kept under his supervision books of account of the transactions of this Corporation in a fiduciary capacity. Section 4. The executive officers shall have authority to employ and discharge all necessary agents and servants of this Corporation whose appointments shall not be provided for by the Board, to define their duties, and to fix their compensations. Article 9 The Board of Directors may by resolution provide for this Corporation to indemnify each director or officer, whether or not then in office, against all expense and liability relating to a claim, action, suit, or proceeding against him or to which he may be made a party by reason of his being or having been a director or officer of this Corporation, or of any other company which he served as a director of officer at the request of this Corporation, except in any case where he was finally adjudged to have been derelict in the performance of his duties as such director or officer. Such resolution may include provisions for this Corporation (1) to assume or provide at its expense and risk the defense or settlement of any such action, (2) to purchase commercial insurance for the benefit of a director or officer, including one adjudged guilty of negligence or misconduct, and (3) to assume or share any additional expense or liability as the Board of Directors deems warranted upon consideration of the circumstances. Article 10 The Board of Directors may by resolution adopt emergency provisions to prevail notwithstanding any contrary provisions of these By-laws, to take effect when a state of emergency results in this Corporation being unable to continue its normal functions under the direction of established management or at its regular location (which provisions may include, but shall not be limited to procedures for establishing temporary offices, an emergency executive committee, and emergency officer succession). Article 11 The shares of stock of this Corporation shall be transferable only on the books of this Corporation upon surrender of the certificate issued therefor. Article 12 These by-laws may be altered, amended, or repealed in whole or in part in any manner not inconsistent with the provisions of law at any time by a resolution of the Board of Directors adopted at any regular or special meeting of the Board, or by vote of the stockholders representing a majority of the capital stock, such a vote to be taken at an annual or special meeting. EXHIBIT 6 CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE TRUST INDENTURE ACT OF 1939 Firstar Trust Company, as Trustee herein named, hereby consents that reports of examination of said Trustee by Federal and State authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. FIRSTAR TRUST COMPANY, as Trustee By: /s/ Amy E. Nolde Amy E. Nolde, Assistant Vice President (Name and title) By: /s/ Pamela Warner Pamela Warner, Assistant Secretary (Name and title) Dated: July 23, 1998 EXHIBIT 7 FIRSTAR TRUST COMPANY BALANCE SHEET December 31, '96 '97 $(000) $(000) ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances 71,523 65,896 Interest-bearing balances 0 0 Securities 35,030 27,243 Federal funds sold and securities purchased under agreements to resell: Federal funds sold 151,887 60,651 Securities purchased under agreements to resell 0 0 Loans and lease financing receivables: Loans and leases, net of unearned income 38,249 93,632 LESS: Allowance for loan and lease losses 73 73 LESS: Allocated transfer risk reserve 0 0 ------- ------- Loans and leases, net of unearned income, allowance, and reserve 38,176 93,632 Assets held in trading accounts 0 0 Premises and fixed assets (including capitalized leases) 1,984 5,379 Other real estate owned 0 0 Investments in unconsolidated subsidiaries and associated companies 0 0 Customers' liability to this bank on acceptances outstanding 0 0 Intangible assets 0 0 Other assets 17,422 24,329 ------- ------- Total assets 316,022 277,130 ======= ======= LIABILITIES Deposits: In domestic offices: Noninterest-bearing 288,221 232,609 Interest-bearing 215 142 ------- ------- Total domestic deposits 288,436 232,751 In foreign offices: 0 0 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased 744 806 Securities sold under agreements to repurchase 0 0 Demand notes issued to the U.S. Treasury 0 0 Other borrowed money 0 0 Mortgage indebtedness and obligations under capitalized leases 0 0 Bank's liability on acceptances executed and outstanding 0 0 Notes and debentures subordinated to deposits 0 0 Other liabilities 7,131 8,814 ------- -------- Total liabilities 296,311 242,371 Limited-life preferred stock 0 0 EQUITY CAPITAL Perpetual preferred stock 0 0 Common stock 1,000 1,000 Surplus 12,638 12,924 Undivided profits and capital reserves 5,935 20,732 LESS: Net unrealized loss on marketable equity securities 138 103 ------- ------- Total equity capital 19,711 34,759 ------- ------- Total liabilities, limited-life preferred stock, and equity capital 316,022 277,130 ======= ======= FIRSTAR TRUST COMPANY INCOME STATEMENT December 31, '96 '97 $(000) $(000) Interest Income Interest and fee income on loans: Loans secured by real estate 14 1 Loans to finance agricultural production and other loans to farmers 0 0 Commercial and industrial loans 155 92 Loans to individuals for household, family, and other personal expenditures: Credit cards and related plans 0 0 Other 0 0 Loans to foreign governments and official institutions 0 0 Obligations (other than securities and leases) of states and political subdivisions in the U.S.: Taxable obligations 0 0 Tax-exempt obligations 0 0 All other loans 0 0 Income from lease financing receivables: Taxable leases 0 0 Tax-exempt leases 0 0 Interest income on balances due from depository institutions 0 0 Interest and dividend income on securities: U.S. Treasury securities and U.S. Government agency and corporation obligations 2,254 1,952 Securities issued by states and political subdivisions in the U.S.: Taxable securities 0 0 Tax-exempt securities 38 36 Other domestic debt securities 34 0 Foreign debt securities 0 0 Equity securities (including investments in mutual funds) 0 0 Interest income from assets held in trading accounts 0 0 Interest income on federal funds sold and securities purchased under agreements to resell 4,876 6,679 -------- ------- Total interest income 7,371 8,760 Interest expense Interest on deposits: Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) 0 0 Nontransaction accounts: Money market deposit accounts (MMDAs) 0 0 Other savings deposits 7 5 Time certificates of deposit of $100,000 or more 0 0 All other time deposits 0 0 Expense of federal funds purchased and securities sold under agreements to repurchase 47 227 Interest on demand notes issued to the U.S. Treasury and on other borrowed money 0 0 Interest on mortgage indebtedness and obligations under capitalized leases 0 0 Interest on notes and debentures subordinated to deposits 0 0 ------- ------- Total interest expense 54 232 ------- ------- Net interest income 7,317 8,528 Provisions: Provision for loan and lease losses 0 0 Provision for allocated transfer risk 0 0 FIRSTAR TRUST COMPANY INCOME STATEMENT (continued) December 31, '96 '97 $(000) $(000) Noninterest income Income from fiduciary activities 67,306 81,406 Service charges on deposit accounts 0 0 Trading gains (losses) and fees from foreign exchange transactions 0 0 Other foreign transaction gains (losses) 0 0 Gains (losses) and fees from assets held in trading accounts 0 0 Other noninterest income: Other fee income 729 446 All other noninterest income 3,735 3,855 ------- ------- Total noninterest income 71,770 85,707 Gains (losses) on securities not held in trading accounts 0 0 Noninterest expense Salaries and employee benefits 25,803 29,507 Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest) 6,139 7,243 Other noninterest expense 24,457 32,708 ------- ------- Total noninterest expense 56,399 69,458 ------- ------- Income (loss) before taxes and extraordinary items and other adjustments 22,688 24,777 Applicable income taxes 9,162 9,980 ------- ------- Income (loss) before extraordinary items and other adjustments 13,526 14,797 Extraordinary items and other adjustments: Extraordinary items and other adjustments, gross of income taxes 0 0 Applicable income taxes 0 0 ------- ------- Extraordinary items and other adjustments, net of income taxes 0 0 ------- ------- Net income (loss) 13,526 14,797 ======= ======= -----END PRIVACY-ENHANCED MESSAGE-----