-----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, S5FEipKzusCCOyouATQgl2/PgYGDWJvUfG+hZTX7gXziCNhWT70JovzXuz84tV2e pu9sfjxJQGpMLCADPT8d6Q== 0000897069-96-000096.txt : 19960430 0000897069-96-000096.hdr.sgml : 19960430 ACCESSION NUMBER: 0000897069-96-000096 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960429 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPL HOLDINGS INC CENTRAL INDEX KEY: 0000352541 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 391380265 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-09894 FILM NUMBER: 96552914 BUSINESS ADDRESS: STREET 1: 222 W WASHINGTON AVE CITY: MADISON STATE: WI ZIP: 53703 BUSINESS PHONE: 6082523311 MAIL ADDRESS: STREET 1: P O BOX 2568 CITY: MADISON STATE: WI ZIP: 53701-2568 10-K405/A 1 WPL HOLDINGS, INC. FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 1-9894 WPL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Wisconsin 39-1380265 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 222 West Washington Avenue, Madison, Wisconsin 53703 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (608) 252-3311 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered Common Stock (Par Value $.01 Per Share) New York Stock Exchange Common Stock Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[X] The aggregate market value of the voting stock held by nonaffiliates of the registrant: $969,368,022 based upon the closing price as of January 31, 1996 of the registrant's Common Stock, $.01 par value, on the New York Stock Exchange as reported in the Wall Street Journal. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class Outstanding at January 31, 1996 Common Stock, $.01 par value 30,773,588 shares DOCUMENTS INCORPORATED BY REFERENCE: None The undersigned Registrant hereby amends Items 10 through 14 of its Annual Report on Form 10-K for the fiscal year ended December 31, 1995 to provide in their entirety as follows: ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS OF THE COMPANY It is currently expected that three directors will be elected at the Company's 1996 Annual Meeting of Shareowners. Rockne G. Flowers, Katharine C. Lyall and Henry C. Prange are currently expected to be named as nominees for such positions in the Company's proxy statement for the 1996 Annual Meeting of Shareowners. Such proxy statement will be mailed to the Company's shareowners in advance of the 1996 Annual Meeting. Brief biographies of the expected director nominees and continuing directors follow. These biographies include their age (as of December 31, 1995), an account of their business experience, and the names of publicly-held and certain other corporations of which they are also directors. Except as otherwise indicated, each nominee and continuing director has been engaged in his or her present occupation for at least the past five years. Expected Nominees Rockne G. Flowers Principal Occupation: President and Director of Nelson Industries, Inc. (a muffler, filter, industrial silencer, and active sound and vibration control technology and manufacturing firm), Stoughton, Wisconsin. Age: 64 Served as director since 1981 Annual Meeting at which expected nominated term of office would expire: 1999 Other Information: Mr. Flowers has served as a director of Wisconsin Power and Light Company ("WP&L") since 1994. He previously served as a director of WP&L from 1979 to 1990. Mr. Flowers is also a director of RMT, Inc., a subsidiary of Heartland Development Corporation ("HDC"); Digisonix, Inc.; American Family Mutual Insurance Company; Janesville Sand and Gravel Company; M&I Madison Bank; Meriter Health Services, Inc.; Meriter Hospital; and the Wisconsin History Foundation. He is also a member of the University of Wisconsin-Madison School of Business Board of Visitors. Katharine C. Lyall Principal Occupation: President, University of Wisconsin System, Madison, Wisconsin. Age: 54 Served as director from 1986 to 1990 and since 1994 Annual Meeting at which expected nominated term of office would expire: 1999 Other Information: Ms. Lyall has served as President of the University of Wisconsin System since April 1992. Prior to becoming President, she served as Executive Vice President of the University of Wisconsin System. Ms. Lyall has served as a director of WP&L since 1986. She also serves on the Board of Directors of the Kemper National Insurance Companies and the Carnegie Foundation for the Advancement of Teaching. She is a member of a variety of professional and community organizations, including the American Economic Association; the Association of American Universities (currently serving on the executive committee); the Wisconsin Academy of Sciences, Arts and Letters; the American Red Cross (Dane County); Competitive Wisconsin, Inc.; and Forward Wisconsin. In addition to her administrative position, she is a professor of economics at the University of Wisconsin-Madison. Henry C. Prange Principal Occupation: Retired Chairman of the Board, H. C. Prange Company (retail stores), Green Bay, Wisconsin. Age: 68 Served as director since 1986 Annual Meeting at which expected nominated term of office would expire: 1999 Other Information: Mr. Prange has served as a director of WP&L since 1965. Continuing Directors L. David Carley Principal Occupation: Consultant to institutions and associations in higher education and health delivery; financial advisor to small businesses. Age: 67 Served as director from 1986 to 1990 and since 1994 Annual Meeting at which current term of office will expire: 1998 Other Information: Mr. Carley has served as a director of WP&L from 1975 to 1977, and again since 1983. He is also a trustee of the Kennedy Presidential Library, and is the Chairman of the Board of Alliance Therapies Inc., a health rehabilitation firm. Erroll B. Davis, Jr. Principal Occupation: President and Chief Executive Officer of the Company; President and Chief Executive Officer of WP&L; Chairman of the Board of HDC. Age: 51 Served as director since 1982 Annual Meeting at which current term of office will expire: 1997 Other Information: Mr. Davis was elected President of the Company in January 1990, and was elected President and Chief Executive Officer of the Company effective July 1, 1990. He has served as a director of WP&L since 1984. Mr. Davis joined WP&L in August 1978 and was elected President in July 1987. He was elected to his current position with WP&L in August 1988. Mr. Davis was elected Chairman of the Board of HDC effective July 1, 1990. He is a director of the Edison Electric Institute, the Association of Edison Illuminating Companies, Amoco Oil Company, Competitive Wisconsin, Inc., Electric Power Research Institute, PPG Industries, Inc., Sentry Insurance Company (a mutual company), and the Wisconsin Utilities Association. Mr. Davis is also a director and immediate past chair of the Wisconsin Association of Manufacturers and Commerce and a director and vice chair of Forward Wisconsin. Donald R. Haldeman Principal Occupation: Executive Vice President and Chief Executive Officer, Rural Insurance Companies (a mutual group), Madison, Wisconsin. Age: 59 Served as director from 1986 to 1990 and since 1994 Annual Meeting at which current term of office will expire: 1998 Other Information: Mr. Haldeman has served as a director of WP&L since 1985. Mr. Haldeman is also a director of Competitive Wisconsin, Inc., and a member of the Board of Directors of the Natural Resources Foundation of Wisconsin, Inc. Arnold M. Nemirow Principal Occupation: President and Chief Executive Officer, Bowater, Inc. (a pulp and paper manufacturer), Greenville, South Carolina. Age: 52 Served as director since 1991 Annual Meeting at which current term of office will expire: 1998 Other Information: Mr. Nemirow served as President, Chief Executive Officer and Director of Wausau Paper Mills Company, a pulp and paper manufacturer, from 1990 until joining Bowater, Inc., in September 1994. Mr. Nemirow has served as a director of WP&L since 1994. He is a member of the New York Bar. Milton E. Neshek Principal Occupation: President, Chief Executive Officer and Director of the law firm of Godfrey, Neshek, Worth, and Leibsle, S.C., Elkhorn, Wisconsin, and General Counsel, Assistant Secretary and Manager, New Market Development, Kikkoman Foods, Inc. (a food products manufacturer), Walworth, Wisconsin. Age: 65 Served as director since 1986 Annual Meeting at which current term of office will expire: 1997 Other Information: Mr. Neshek has served as a director of WP&L since 1984. Mr. Neshek is a director of Heartland Properties Inc. and Capital Square Financial Corporation, a subsidiary of HDC. He is also a director of Kikkoman Foods, Inc.; Midwest U.S.-Japan Association; Regional Transportation Authority (for southeast Wisconsin); and Wisconsin-Chiba, Inc. Mr. Neshek was the Chairman of the Governor's Commission on University of Wisconsin System Compensation from 1991 through 1995 and is a former member of the University of Wisconsin Accountability Task Force. He is a fellow in the American College of Probate Counsel. Mr. Neshek is active in the Walworth County Bar Association and the State Bar of Wisconsin and is a member of the Wisconsin Sesquicentennial Commission. Judith D. Pyle Principal Occupation: Vice Chair and Senior Vice President of Corporate Marketing of Rayovac Corporation (a battery and lighting products manufacturer), Madison, Wisconsin. Age: 52 Served as a director since 1992 Annual Meeting at which current term of office will expire: 1998 Other Information: Ms. Pyle has served as a director of WP&L since 1994. Ms. Pyle is also a director of Rayovac Corporation, Firstar Corporation, and Oshkosh B'Gosh. She is also a member of the Board of Visitors at the University of Wisconsin School of Business and the School of Family Resources and Consumer Sciences. Further, Ms. Pyle is a member of Boards of Directors of the United Way Foundation, Greater Madison Chamber of Commerce, Madison Art Center, and Wisconsin Taxpayers Alliance, and is a trustee of the White House Endowment Fund. Carol T. Toussaint Principal Occupation: Consultant Age: 66 Served as director from 1986 to 1990 and since 1994 Annual Meeting at which current term of office will expire: 1997 Other Information: Mrs. Toussaint has served as a director of WP&L since 1976. She is a Senior Associate of Hayes Briscoe, a national fund development firm. She also works as an independent consultant to nonprofit organizations and operates a lecture program business. She is a member of the President's Advisory Council on the Arts of the Kennedy Center for the Performing Arts, and serves on the Board of Governors of the Madison Community Foundation and as Vice Chair of the Madison Rotary Foundation. Mrs. Toussaint also serves as a director of the Evjue Foundation, the Madison Civic Center Foundation and the Wisconsin History Foundation. At the University of Wisconsin-Madison, she serves as a director of the Research Park, the School of Business Dean's Advisory Board and the Foundation's Council on Women's Giving, and as a director of the Alumni Association and convener of its Cabinet 99 Women's Initiative. EXECUTIVE OFFICERS OF THE COMPANY The information required by Item 10 relating to the executive officers is set forth in Part I of this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION COMPENSATION OF DIRECTORS No fees are paid to directors who are officers of the Company and/or any of its subsidiaries (presently Mr. Davis). Nonmanagement directors, each of whom serve on the Boards of the Company, WP&L, and HDC, receive an annual retainer of $32,800 for service on all three boards. Travel expenses are paid for each meeting day attended. All nonmanagement directors also receive a 25% matching contribution in Company Common Stock for limited optional cash purchases, up to $10,000 of Company Common Stock through the Company's Dividend Reinvestment and Stock Purchase Plan. Matching contributions of $2,500 each for calendar year 1995 were made for the following directors: L. Aspin, L. D. Carley, R. G. Flowers, D. R. Haldeman, K. C. Lyall, A. M. Nemirow, M. E. Neshek, H. C. Prange, J. D. Pyle, H. F. Scheig and C. T. Toussaint. Mr. Scheig retired as a director effective May 17, 1995. Mr. Aspin passed away on May 21, 1995. Director's Charitable Award Program - The Company maintains a Director's Charitable Award Program for the nonmanagement members of the Board of Directors of the Company beginning after three years of service. The purpose of the program is to recognize the interest of the Company and its directors in supporting worthy institutions, and enhance the Company's director benefit program so that the Company is able to continue to attract and retain directors of the highest caliber. Under the program, when a director dies, the Company will donate a total of $500,000 to one qualified charitable organization, or divide that amount among a maximum of four qualified charitable organizations, selected by the individual director. The individual director derives no financial benefit from the program. All deductions for charitable contributions are taken by the Company, and the donations are funded by the Company through life insurance policies on the directors. Over the life of the program, all costs of donations and premiums on the life insurance policies, including a return of the Company's cost of funds, will be recovered through life insurance proceeds on the directors. The program, over its life, will not result in any material cost to the Company. Director's Life Insurance Program - The Company maintains a split- dollar Director's Life Insurance Program for nonemployee directors, beginning after three years of service, which provides a maximum death benefit of $500,000 to each eligible director. Under the split-dollar arrangement, directors are provided a death benefit only and do not have any interest in the cash value of the policies. The Life Insurance Program is structured to pay a portion of the total death benefit to the Company to reimburse the Company for all costs of the program, including a return on its funds. The Life Insurance Program, over its life, will not result in any material cost to the Company. COMPENSATION OF EXECUTIVE OFFICERS The following Summary Compensation Table sets forth the total compensation paid by the Company and its subsidiaries for all services rendered during 1995, 1994, and 1993 to the Chief Executive Officer and the four other most highly compensated executive officers of the Company or its subsidiaries who perform policy making functions for the Company. SUMMARY COMPENSATION TABLE
Long-Term Annual Compensation Compensation Awards Other Securities Name and Annual Restricted Underlying All Other Principal Compen- Stock Options/ Compen- Position Year Salary/1 Bonus sation/2 Awards/3 SARs/4 sation/5 Erroll B. Davis, Jr. 1995 $426,038 $125,496 $18,963 $ 0 13,100 $61,513 President and CEO 1994 426,038 128,232 14,958 272,000 0 57,723 1993 427,616 115,796 10,262 0 0 55,674 William D. Harvey 1995 203,846 47,340 5,746 0 4,700 23,534 Senior Vice President- 1994 193,654 56,080 5,203 0 0 22,632 WP&L 1993 168,962 42,104 4,152 0 0 24,003 Eliot G. Protsch 1995 200,000 47,520 4,169 0 4,700 20,178 Senior Vice President- 1994 190,000 56,080 3,930 0 0 18,346 WP&L 1993 154,549 42,104 3,194 0 0 15,371 Lance W. Ahearn 1995 195,000 34,125 3,814 0 0 29,663 President and CEO-HDC 1994 186,533 33,576 0 0 0 30,811 1993 170,500 84,609 0 0 0 3,570 Anthony J. Amato 1995 156,804 40,046 5,144 0 3,650 18,059 Senior Vice President- 1994 152,885 43,138 5,328 0 0 17,021 WP&L 1993 140,769 33,240 4,181 0 0 17,842 ____________________ 1 Includes vacation days sold back to the Company. 2 For all except Mr. Davis, amounts for 1995 consist of income tax gross-ups for reverse split-dollar life insurance. For Mr. Davis, amount for 1995 consists of income tax gross-ups for (a) reverse split-dollar life insurance - $14,352, and (b) financial counseling benefit - $4,611. 3 The restricted stock award to Mr. Davis consists of 1.67 shares of HDC common stock which had an estimated net book value of $269,132 at December 31, 1995. Dividends are not paid on Mr. Davis' restricted stock. These shares vest at a rate of 0.4175 shares per year beginning on December 21, 1994, and will be fully vested on March 31, 1997, subject to earlier vesting in certain cases. These shares are subject to transfer restrictions in accordance with a Restricted Stock Agreement between the Company, HDC and Mr. Davis. The Company loaned to Mr. Davis $125,053 which equals the income taxes withheld in connection with shares vested as of December 31, 1995. Mr. Davis is charged interest on the loan at the prime rate. 4 Stock option grants made in 1995 were in combination with contingent dividend awards as described in the table entitled "Long-Term Incentive Awards in 1995." 5 All Other Compensation for 1995 consists of: matching contributions to 401(k) plan, Mr. Davis -$12,781, Mr. Harvey - $6,202, Mr. Protsch - $6,000, Mr. Ahearn - $4,620 and Mr. Amato $4,704; financial counseling benefit, Mr. Davis - $5,000; split dollar life insurance premiums, Mr. Davis - $28,171, Mr. Harvey - $11,102, Mr. Protsch - $9,669, Mr. Ahearn - $18,002, and Mr. Amato - $6,908; reverse split dollar life insurance, Mr. Davis - $15,561, Mr. Harvey - $6,230, Mr. Protsch - $4,509, Mr. Ahearn - $7,041, and Mr. Amato - $6,447. The split dollar and reverse split dollar insurance premiums are calculated using the "foregone interest" method.
Stock Options The Company has in effect the WPL Holdings, Inc. Long-Term Equity Incentive Plan pursuant to which, among other awards, options to purchase Company Common Stock may be granted to key employees (including executive officers) of the Company and its subsidiaries. The following table sets forth certain information concerning stock options granted during 1995 to the executive officers named in the Summary Compensation Table. OPTION/SAR GRANTS IN 1995
Potential Realizable Value at Assumed Annual Rates of Stock Appreciation for Option Individual Grants Term/2 Number of % of Total Securities Options/SARs Underlying Granted to Exercise or Options/ Employees in Base Price Expiration Name SARs Granted/1 Fiscal Year ($/Share) Date 5% ($) 10% ($) Erroll B. Davis, Jr. 13,100 31% 27.50 1/3/05 226,630 574,304 William D. Harvey 4,700 11% 27.50 1/3/05 81,310 206,048 Eliot G. Protsch 4,700 11% 27.50 1/3/05 81,310 206,048 Lance W. Ahearn NA NA NA NA NA NA Anthony J. Amato 3,650 9% 27.50 1/3/05 63,145 160,016 1 Consists of non-qualified stock options to purchase shares of Company Common Stock granted pursuant to WPL Holdings, Inc.'s Long-Term Equity Incentive Plan. Options were granted on January 3, 1995, and will fully vest on January 3, 1998. These options were granted with an equal number of contingent dividend awards as described in the table entitled "Long-Term Incentive Awards in 1995", and have per share exercise prices equal to the fair market value of a share of Company Common Stock on the date of grant. Upon a "change in control" of the Company as defined in the Long-Term Equity Incentive Plan or upon retirement, disability or death of the option holder, these options shall become immediately exercisable. Upon exercise of an option, the optionee purchases all or a portion of the shares covered by the option by paying the exercise price multiplied by the number of shares as to which the option is exercised, either in cash or by surrendering shares of Company Common Stock already owned by the optionee. 2 The hypothetical potential appreciation shown for the named executives is required by rules of the Securities and Exchange Commission. The amounts shown do not represent either the historical or expected future performance of the Company's Common Stock. For example, in order for the named executives to realize the potential values set forth in the 5% and 10% columns in the table above, the price per share of Company Common Stock would be $44.80 and $71.34, respectively, as of the expiration date of the options.
The following table provides information for the executive officers named in the Summary Compensation Table regarding the number and value of unexercised options. No options were exercised by such officers during 1995. OPTION/SAR EXERCISES IN 1995 AND OPTION/SAR VALUES AT DECEMBER 31, 1995 Number of Securities Underlying Value of Unexercised Unexercised In-the-Money Options/SARs at Year Options/SARs at Year End End/1 Name Exercis- Unexercis- Exercis- Unexercis- able able able able Erroll B. Davis, Jr. 0 13,100 0 $40,938 William D. Harvey 0 4,700 0 14,688 Eliot G. Protsch 0 4,700 0 14,688 Lance W. Ahearn NA NA NA NA Anthony J. Amato 0 3,650 0 11,406 1 Based on the closing per share price on December 29, 1995 of Company Common Stock of $30 5/8. Long-Term Incentive Awards The following table provides information concerning long-term incentive awards made in 1995 to the executive officers named in the Summary Compensation Table. LONG-TERM INCENTIVE AWARDS IN 1995
ESTIMATED FUTURE PAYOUTS UNDER NON- STOCK PRICE-BASED PLANS/2 NUMBER OF PERFORMANCE OR SHARES, OTHER PERIOD UNITS OR UNTIL MATURATION NAME OTHER RIGHTS OR PAYOUT THRESHOLD TARGET MAXIMUM (#)/1 ($) ($) ($) Erroll B. Davis, Jr. 13,100 1/3/98 61,622 77,028 134,799 William D. Harvey 4,700 1/3/98 22,109 27,636 48,363 Eliot G. Protsch 4,700 1/3/98 22,109 27,636 48,363 Lance W. Ahearn NA NA NA NA NA Anthony J. Amato 3,650 1/3/98 17,170 21,462 37,559 1 Consists of Performance Units awarded under the WPL Holdings, Inc. Long-Term Equity Incentive Plan in combination with stock options (as described in the table entitled "Option/SAR Grants in 1995"). These Performance Units are entirely in the form of contingent dividends and will be paid if total shareowner return over a three-year period ending January 3, 1998 equals or exceeds the median return earned by the companies in a peer group of utility holding companies, except that there will be no payment if the Company's total return is negative over the course of such period. If payable, each participant shall receive an amount equal to the accumulated dividends paid on one share of Company Common Stock during the period of January 3, 1995 through January 2, 1998 multiplied by the number of Performance Units awarded to the participant, and modified by a performance multiplier which ranges from 0 to 1.75 based on the Company's total return relative to the peer group. 2 Assumes, for purposes of illustration only, a two cent per share increase in the annual dividend on shares of Company Common Stock for 1996 and 1997.
Agreements with Executives The Company has entered into employment and severance agreements with certain of its executive officers and certain executive officers of its subsidiaries, including Messrs. Davis, Harvey, Protsch, Ahearn and Amato. These agreements provide executives with a measure of security against changes in their relationship with the Company and its subsidiaries in the event of a change in control of the Company. These agreements provide that each executive officer that is a party thereto is entitled to benefits if, within five years after a change in control of the Company (as defined in the agreements), the officer's employment is ended through (a) termination by the Company or its subsidiaries, other than by reason of death or disability or for cause (as defined in the agreements), or (b) termination by the officer due to a breach of the agreement by the Company or its subsidiaries or a significant change in the officer's responsibilities, or (c) in the case of Mr. Davis' agreement only, termination by Mr. Davis following the first anniversary of the change in control. The benefits provided under each of the agreements include: (a) a cash termination payment of one, two or three times (depending on which executive is involved) the sum of the executive officer's annual salary and his or her average annual bonus during the three years before the termination and (b) continuation for up to five years of equivalent hospital, medical, dental, accident, disability and life insurance coverage as in effect at the time of termination. The agreements also provide the foregoing benefits in connection with certain terminations which are effected in anticipation of a change in control. Each agreement provides that if any portion of the benefits under the agreement or under any other agreement for the officer would constitute an excess payment for purposes of the Internal Revenue Code, benefits will be reduced so that the officer will be entitled to receive $1 less than the maximum amount which he or she could have received without becoming subject to the 20% excise tax imposed by the Internal Revenue Code on certain excess payments, or which the Company may pay without the loss of deduction under the Internal Revenue Code. The Board of Directors of the Company has authorized that each of the foregoing agreements be amended to specifically provide that the consummation of the proposed combination (the "Proposed Merger") involving the Company, IES Industries Inc. ("IES") and Interstate Power Company ("IPC") will constitute a change in control in certain cases for purposes of the agreements in the event of termination without cause. Based on the compensation paid to the executives in 1995 and assuming the occurrence of a termination for which severance benefits would be payable following a change of control of the Company, the maximum amounts payable to each of Messrs. Davis, Harvey, Protsch, Ahearn and Amato and all of the other executives of the Company as a group (eight persons) under their employment and severance agreements would be $1,623,524, $745,524, $745,704, $737,310, $577,962 and $2,583,641, respectively. The Company and HDC also entered into a Restricted Stock Agreement with Mr. Davis in relation to the award to Mr. Davis in 1994 of 1.67 shares of HDC common stock as shown in the Summary Compensation Table. (See footnote 3 to the Summary Compensation Table for additional information on the award of HDC stock to Mr. Davis.) The agreement restricts the transfer of the HDC stock awarded to Mr. Davis and gives HDC the right of first refusal on any proposed transfer of the stock, at prices per share as determined in accordance with the agreement. The agreement also provides for the sale of the stock by Mr. Davis to HDC in the event of a sale of HDC, and, beginning on March 31, 1997, provides for the conversion of the HDC stock into Company Common Stock over a period of five years at a ratio as determined in accordance with the agreement. The Company and HDC also have in place a Restricted Stock Agreement with Mr. Ahearn in connection with an award to Mr. Ahearn of five shares of HDC common stock in 1991. The final portion of Mr. Ahearn's restricted stock vested in 1994. The provisions of the agreement with Mr. Ahearn are similar to the provisions of the agreement with Mr. Davis. HDC has loaned to Mr. Ahearn an amount of $485,401 which equals the income taxes withheld in connection with HDC shares awarded to him. Mr. Ahearn is charged interest on the loan at the prime rate. Retirement and Employee Benefit Plans Salaried employees (including officers) of the Company and WP&L are eligible to participate in a Retirement Plan maintained by WP&L. Mr. Ahearn is not eligible to participate in the plan. All of the other executive officers named in the Summary Compensation Table participated in the plan during 1995. Contributions to the plan are determined actuarially, computed on a straight-life annuity basis, and cannot be readily calculated as applied to any individual participant or small group of participants. For purposes of the plan, compensation means payment for services rendered, including vacation and sick pay, and is substantially equivalent to the salary amounts reported in the foregoing Summary Compensation Table. Retirement Plan benefits depend upon length of plan service (up to a maximum of 30 years), age at retirement, and amount of compensation (determined in accordance with the plan) and are reduced by up to 50 percent of Social Security benefits. Credited years of service under the plan for covered persons named in the foregoing Summary Compensation Table are as follows: Mr. Davis, 16 years; Mr. Protsch, 16 years; Mr. Amato, 9 years; and Mr. Harvey, 8 years. Assuming retirement at age 65, a Retirement Plan participant (in conjunction with the Unfunded Supplemental Retirement Plan described below) would be eligible at retirement for a maximum annual retirement benefit as follows: Retirement Plan Table
Average Annual Annual Benefit After Specified Years in Plan* Compensation 5 10 15 20 25 30 $125,000 $10,210 $20,421 $30,631 $40,841 $51,052 $61,262 150,000 12,502 25,004 37,506 50,008 62,510 75,012 200,000 17,085 34,171 51,256 68,341 85,427 102,512 250,000 21,669 43,337 65,006 86,675 108,343 130,012 300,000 26,252 52,504 78,756 105,008 131,260 157,512 350,000 30,835 61,671 92,506 123,341 154,177 185,012 400,000 35,419 70,837 106,256 141,675 177,093 212,512 450,000 40,002 80,004 120,006 160,008 200,010 240,012 475,000 42,294 84,587 126,881 169,175 211,468 253,762 500,000 44,585 89,171 133,756 178,341 222,927 267,512 525,000 46,877 93,754 140,631 187,508 234,385 281,262
* Average annual compensation is based upon the average of the highest 36 consecutive months of compensation. The Retirement Plan benefits shown above are net of estimated Social Security benefits and do not reflect any deductions for other amounts. The annual retirement benefits payable are subject to certain maximum limitations (in general, $120,000 for 1995 and $120,000 for 1996) under the Internal Revenue Code. Under the Retirement Plan and a supplemental survivors income plan, if a Retirement Plan participant dies prior to retirement, the designated survivor of the participant is entitled to a monthly income benefit equal to approximately 50 percent (100 percent in the case of certain executive officers and key management employees) of the monthly retirement benefit which would have been payable to the participant under the Retirement Plan if the participant had remained employed by the Company until eligible for normal retirement. Unfunded Supplemental Retirement Plan - WP&L maintains an Unfunded Supplemental Retirement Plan which provides funds for payment of retirement benefits above the limitations on payments from qualified pension plans in those cases where an employee's retirement benefits exceed the qualified plan limits. Additionally, the plan provides for payments of supplemental retirement benefits to employees holding the position of Vice President or higher, who have been granted additional months of service by the Board of Directors of the Company for purposes of computing retirement benefits. The benefits payable under this plan are included in the amounts disclosed in the Retirement Plan Table set forth above. Unfunded Executive Tenure Compensation Plan - WP&L maintains an Unfunded Executive Tenure Compensation Plan to provide incentive for key executives to remain in the service of WP&L by providing additional compensation which is payable only if the executive remains with WP&L until retirement (or other termination if approved by the Board of Directors of the Company). Participants in the plan must be designated by the Chief Executive Officer of WP&L and approved by the WP&L Board. Mr. Davis was the only active participant in the plan as of December 31, 1995. The plan provides for monthly payments to a participant after retirement (at or after age 65, or with approval of the WP&L Board, prior to age 65) for 120 months. The payments will be equal to 25 percent of the participant's highest average salary for any consecutive 36-month period. If a participant dies prior to retirement or before 120 payments have been made, the participant's beneficiary will receive monthly payments equal to 50 percent of such amount for 120 months in the case of death before retirement, or if the participant dies after retirement, 50 percent of such amount for the balance of the 120 months. Annual benefits of $104,500 would be payable to Mr. Davis upon retirement, assuming he continues in WP&L's service until retirement at the same salary as was in effect on December 31, 1995. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OWNERSHIP OF VOTING SECURITIES Listed in the following table are the shares of Company Common Stock owned by the executive officers listed in the Summary Compensation Table and all directors of the Company, as well as the number of shares owned by directors and officers as a group as of March 1, 1996. The table also sets forth each person known by the Company to beneficially own as of March 1, 1996 five percent or more of the outstanding shares of Company Common Stock. Shares Beneficially Percent Name of Beneficial Owner Owned of Class Executive(1) Lance W. Ahearn . . . . . . 24,461(2) * A. J. (Nino) Amato . . . . . 2,249(3) * William D. Harvey . . . . . 7,131(3) * Eliot G. Protsch . . . . . . 8,005(3) * Expected Director Nominees Rockne G. Flowers . . . . . 7,738 * Katharine C. Lyall . . . . . 4,688 * Henry C. Prange . . . . . . 9,496(3) * Continuing Directors L. David Carley . . . . . . 3,514 * Erroll B. Davis, Jr. . . . 10,274(3)(4) * Donald R. Haldeman . . . . . 3,454 * Arnold M. Nemirow . . . . . 6,722 * Milton E. Neshek . . . . . . 10,486 * Judith D. Pyle . . . . . . . 4,519 * Carol T. Toussaint . . . . . 8,804 * All Executive and Directors as a Group 27 people, including those listed above . . . . . . . . . . 104,409 * Other Beneficial Owners(5) IES . . . . . . . . . . . . 6,123,944 16.6% IPC . . . . . . . . . . . . 6,123,944 16.6% * Less than one percent of the total outstanding shares of Company Common Stock. (1) Stock ownership of Mr. Davis is shown with continuing directors. (2) Mr. Ahearn owns 5 shares of HDC common stock subject to the terms of a Restricted Stock Agreement with HDC and the Company. Pursuant to such agreement, Mr. Ahearn may exchange up to one-third of his shares of HDC common stock for Company Common Stock on March 31, 1996. Based on the terms of the agreement and the most recent available appraisal of HDC, pursuant to which the exchange ratio is calculated, Mr. Ahearn could receive 23,506 shares of Company Common Stock in exchange for one-third of his HDC shares. Accordingly, Mr. Ahearn's beneficial ownership reflected in the table above includes the shares of Company Common Stock he could receive pursuant to such an exchange. (3) Included in the beneficially owned shares shown are the following indirect ownership interests with shared voting and investment powers: Mr. Amato - 880; Mr. Harvey - 1,558; Mr. Protsch - 394; Mr. Davis - 4,602; and Mr. Prange - 248. (4) Mr. Davis has been awarded 1.67 shares of HDC common stock subject to a Restricted Stock Agreement with HDC and the Company. (5) By reason of stock option agreements entered into in connection with the Proposed Merger, each of IES and IPC may be deemed to have sole voting and dispositive power with respect to the shares listed above which are subject to their respective options granted by the Company and, accordingly, each of IES and IPC may be deemed to beneficially own all of such shares (assuming exercise of its option and the nontriggering of the other party's right to exercise its option for Company Common Stock). However, each of IES and IPC expressly disclaim any beneficial ownership of such shares because the options are exercisable only in certain circumstances. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by Item 13 is included as part of the disclosures contained in Item 12 under the caption "Compensation of Executive Officers," which disclosures are incorporated herein by reference. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) (1) Consolidated Financial Statements of the Company Included in Part II of this report: Report of Independent Public Accountants Consolidated Statements of Income for the Years Ended December 31, 1995, 1994 and 1993 Consolidated Balance Sheets, December 31, 1995 and 1994 Consolidated Statements of Cash Flows for the Years Ended December 31, 1995, 1994 and 1993 Consolidated Statements of Capitalization, December 31, 1995 and 1994 Consolidated Statements of Common Shareowners' Investment Notes to Consolidated Financial Statements (a) (2) Financial Statement Schedules of the Company For each of the years ended December 31, 1995, 1994 and 1993 Schedule I. Parent Company Financial Statements Schedule II. Valuation and Qualifying Accounts and Reserves All other schedules are omitted because they are not applicable or not required, or because the required information is shown either in the consolidated financial statements or in the notes thereto. Wisconsin Power and Light Company Employees' Retirement Savings Plan Financial Statements and Schedules Included as part of this Item 14: Report of Independent Public Accountants Statements of Net Assets Available for Benefits as of December 31, 1995 and 1994 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1995 and 1994 Notes to Financial Statements Schedule I - Schedule of Assets Held for Investment Purposes Schedule II - Schedule of Reportable Transactions (a) (3) Exhibits The following Exhibits are filed herewith or incorporated herein by reference. Documents indicated by an asterisk (*) are incorporated herein by reference. (2A*) Agreement and Plan of Merger, dated as of November 10, 1995, by and among WPL Holdings, Inc., IES Industries Inc., Interstate Power Company and AMW Acquisition, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, dated November 10, 1995) (2B*) Option Grantor/Option Holder Stock Option and Trigger Payment Agreement, dated as of November 10, 1995, by and among WPL Holdings, Inc. and IES Industries Inc. (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K dated November 10, 1995) (2C*) Option Grantor/Option Holder Stock Option and Trigger Payment Agreement, dated as of November 10, 1995, by and among WPL Holdings, Inc. and Interstate Power Company (incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K dated November 10, 1995) (2D*) Option Grantor/Option Holder Stock Option and Trigger Payment Agreement, dated as of November 10, 1995, by and among IES Industries Inc. and WPL Holdings, Inc. (incorporated by reference to Exhibit 2.4 to the Company's Current Report on Form 8-K dated November 10, 1995) (2E*) Option Grantor/Option Holder Stock Option and Trigger Payment Agreement, dated as of November 10, 1995, by and among IES Industries Inc. and Interstate Power Company (incorporated by reference to Exhibit 2.5 to the Company's Current Report on Form 8-K dated November 10, 1995) (2F*) Option Grantor/Option Holder Stock Option and Trigger Payment Agreement, dated as of November 10, 1995, by and among Interstate Power Company and WPL Holdings, Inc. (incorporated by reference to Exhibit 2.6 to the Company's Current Report on Form 8-K dated November 10, 1995) (2G*) Option Grantor/Option Holder Stock Option and Trigger Payment Agreement, dated as of November 10, 1995, by and among Interstate Power Company and IES Industries Inc. (incorporated by reference to Exhibit 2.7 to the Company's Current Report on Form 8-K dated November 10, 1995) 3A* Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 4.1 to the Company's Form S-3 Registration Statement No. 33-59972) 3B Amendments to By-Laws of the Company 3C By-Laws of the Company as amended 4A* Indenture of Mortgage or Deed of Trust dated August 1, 1941, between WP&L and First Wisconsin Trust Company and George B. Luhman, as Trustees, incorporated by reference to Exhibit 7(a) in File No. 2-6409, and the indentures supplemental thereto dated, respectively, January 1, 1948, September 1, 1948, June 1, 1950, April 1, 1951, April 1, 1952, September 1, 1953, October 1, 1954, March 1, 1959, May 1, 1962, August 1, 1968, June 1, 1969, October 1, 1970, July 1, 1971, April 1, 1974, December 1, 1975, May 1, 1976, May 15, 1978, August 1, 1980, January 15, 1981, August 1, 1984, January 15, 1986, June 1, 1986, August 1, 1988, December 1, 1990, September 1, 1991, October 1, 1991, March 1, 1992, May 1, 1992, June 1, 1992 and July 1, 1992 (incorporated by reference to Second Amended Exhibit 7(b) in File No. 2-7361; Amended Exhibit 7(c) in File No. 2-7628; Amended Exhibit 7.02 in File No. 2-8462; Amended Exhibit 7.02 in File No. 2-8882; Second Amended Exhibit 4.03 in File No. 2-9526; Amended Exhibit 4.03 in File No. 2-10406; Amended Exhibit 2.02 in File No. 2-11130; Amended Exhibit 2.02 in File No. 2-14816; Amended Exhibit 2.02 in File No. 2-20372; Amended Exhibit 2.02 in File No. 2-29738; Amended Exhibit 2.02 in File No. 2-32947; Amended Exhibit 2.02 in File No. 2-38304; Amended Exhibit 2.02 in File No. 2-40802; Amended Exhibit 2.02 in File No. 2-50308; Exhibit 2.01(a) in File No. 2-57775; Amended Exhibit 2.02 in File No. 2-56036; Amended Exhibit 2.02 in File No. 2-61439; Exhibit 4.02 in File No. 2-70534; Amended Exhibit 4.03 File No. 2-70534; Exhibit 4.02 in File No. 33-2579; Amended Exhibit 4.03 in File No. 33-2579; Amended Exhibit 4.02 in File No. 33-4961; Exhibit 4B to WPL's Form 10-K for the year ended December 31, 1988; Exhibit 4.1 to WP&L's Form 8-K dated December 10, 1990; Amended Exhibit 4.26 in File No. 33-45726; Amended Exhibit 4.27 in File No.33-45726; Exhibit 4.1 to WP&L's Form 8-K dated March 9, 1992; Exhibit 4.1 to WP&L's Form 8-K dated May 12, 1992; Exhibit 4.1 to WP&L's Form 8-K dated June 29, 1992; and Exhibit 4.1 to WP&L's Form 8-K dated July 20, 1992) 4B* Rights Agreement, dated as of February 22, 1989, between the Company and Morgan Shareholder Services Trust Company (incorporated by reference to Exhibit 4 to the Company's Form 8-K dated February 27, 1989) 10A*# Executive Tenure Compensation Plan, as revised November 1992 (incorporated by reference to Exhibit 10A to the Company's Form 10-K for the year ended December 31, 1992) 10B*# Form of Supplemental Retirement Plan, as revised November 1992 (incorporated by reference to Exhibit 10B to the Company's Form 10-K for the year ended December 31, 1992) 10C*# Forms of Deferred Compensation Plans, as amended June 1990 (incorporated by reference to Exhibit 10C to the Company's Form 10-K for the year ended December 31, 1990) 10C.1*# Officer's Deferred Compensation Plan II, as adopted September 1992 (incorporated by reference to Exhibit 10C.1 to the Company's Form 10-K for the year ended December 31, 1992) 10C.2*# Officer's Deferred Compensation Plan III, as adopted January 1993 (incorporated by reference to Exhibit 10C.2 to the Company's Form 10-K for the year ended December 31, 1993) 10D*# Pre-Retirement Survivor's Income Supplemental Plan, as revised November 1992 (incorporated by reference to Exhibit 10F to the Company's Form 10-K for the year ended December 31, 1992) 10E*# Wisconsin Power and Light Company Management Incentive Plan (incorporated by reference to Exhibit 10H to the Company's Form 10-K for the year ended December 31, 1992) 10F*# Deferred Compensation Plan for Directors, as amended January 17, 1995 (incorporated by reference to Exhibit 10F to the Company's Form 10-K for the year ended December 31, 1994) 10G*# WPL Holdings, Inc. Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994) 10H*# Key Executive Employment and Severance Agreement by and between WPL Holdings, Inc., and E.B. Davis, Jr. (incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994) 10I*# Form of Key Executive Employment and Severance Agreement by and between WPL Holdings, Inc. and each of L.W. Ahearn, W.D. Harvey, E.G. Protsch and A.J. Amato (incorporated by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994) 10J*# Form of Key Executive Employment and Severance Agreement by and between WPL Holdings, Inc. and each of E.M. Gleason, B.J. Swan, D.A. Doyle, N.E. Boys, D.E. Ellestad, P.J. Wegner and K.K. Zuhlke (incorporated by reference to Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994) 10K*# Restricted Stock Agreement -- Lance Ahearn (incorporated by reference to Exhibit 10J to the Company's Form 10-K for the year ended December 31, 1992) 10L*# Restricted Stock Agreement -- Erroll B. Davis (incorporated by reference to Exhibit 10O to the Company's Form 10-K for the year ended December 31, 1994) 21 Subsidiaries of the Company 23A Consent of Independent Public Accountants (regarding the audited financial statements of the Company) 23B Consent of Independent Public Accountants (regarding the audited financial statements of the Wisconsin Power and Light Company Employees' Retirement Savings Plan) 27 Financial Data Schedule _______________ # A management contract or compensatory plan or arrangement. Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Company hereby agrees to furnish to the Securities and Exchange Commission, upon request, any instrument defining the rights of holders of unregistered long-term debt not filed as an exhibit to this Form 10-K. No such instrument authorizes securities in excess of 10 percent of the total assets of the Company. (b) Reports on Form 8-K. The Company filed a Current Report on Form 8-K, dated November 10, 1995, reporting (under Item 5) that it had entered into an Agreement and Plan of Merger with IES Industries Inc. and Interstate Power Company, and certain related documents. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1994 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of the Wisconsin Power and Light Company Employees' Retirement Savings Plan: We have audited the accompanying statements of net assets available for benefits of WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN (the "Plan") as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits, with fund information, for the years then ended. These financial statements and the supplemental schedules referred to below are the responsibility of the Plan administrator. Our responsibility is to express an opinion on these financial statements and supplemental schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994, and the changes in its net assets available for benefits, with fund information, for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, as listed in the accompanying table of contents, are presented for purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits with fund information is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Milwaukee, Wisconsin, April 4, 1996 WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1995
Participant Directed Fixed Interna- Equity Growth Income tional Balanced Fund Fund Fund Fund Fund Investments: Participant directed, at fair value: Mellon Capital Management Stock Index Fund $25,285,772 Fidelity Advisor Income and Growth Fund $7,762,936 Fidelity Advisor Equity Portfolio Growth Fund $20,351,811 WPL Holdings, Inc. Common Stock Templeton Foreign Fund $1,821,242 Marshall Money Market Fund $259,604 Loans to Participants Participant directed, at contract value: Guaranteed Investment Contracts 21,648,592 Non-participant directed, at fair value: WPL Holdings, Inc. Common Stock Marshall Money Market Fund ---------- ---------- ---------- --------- --------- Total Investments 25,285,772 20,351,811 21,908,196 1,821,242 7,762,936 ---------- ---------- ---------- --------- --------- Cash ---------- ---------- ---------- --------- --------- Net Assets Available for Benefits $25,285,772 $20,351,811 $21,908,196 $1,821,242 $7,762,936 ========== ========== ========== ========= ========== Non- Participant Directed WPL Holdings, WPL Holdings, Inc. Common Inc. Common Total Loan Stock Stock All Fund Fund Fund Funds Investments: Participant directed, at fair value: Mellon Capital Management Stock Index Fund $25,285,772 Fidelity Advisor Income and Growth Fund 7,762,936 Fidelity Advisor Equity Portfolio Growth Fund 20,351,811 WPL Holdings, Inc. Common Stock $33,859,770 33,859,770 Templeton Foreign Fund 1,821,242 Marshall Money Market Fund 266,941 526,545 Loans to Participants $1,584,836 1,584,836 Participant directed, at contract value: Guaranteed Investment Contracts 21,648,592 Non-participant directed, at fair value: WPL Holdings, Inc. Common Stock $6,566,306 6,566,306 Marshall Money Market Fund 51,859 51,859 ---------- ---------- ---------- ----------- Total Investments 34,126,711 6,618,165 119,459,669 ---------- ---------- ---------- ----------- Cash 97 97 ---------- ---------- ---------- ----------- Net Assets Available for Benefits $1,584,836 $34,126,808 $6,618,165 $119,459,766 ========= ========== ========= ===========
The accompanying notes are an integral part of this statement. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN A STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1994
Participant Directed Fixed Interna- Equity Growth Income tional Balanced Fund Fund Fund Fund Fund INVESTMENTS: Participant- directed, at fair value: Mellon Capital Management Stock Index Fund $15,710,838 Fidelity Advisor Income and Growth Fund $6,969,061 Fidelity Advisor Equity Portfolio Growth Fund $10,887,304 Templeton Foreign Fund $311,673 WPL Holdings, Inc. Common Stock Marshall Money Market Fund $2,237,787 Loans to Participants Participant- directed, at contract value: Guaranteed Investment Contracts 19,451,314 Non-participant directed, at fair value: WPL Holdings, Inc. Common Stock ---------- ---------- ---------- ---------- --------- Total Investments 15,710,838 10,887,304 21,689,101 311,673 6,969,061 ---------- ---------- ---------- --------- --------- Cash 23 Interest Receivable 76,297 Contribution Receivable 43,331 65,341 41,956 229 44,249 ---------- ---------- ---------- --------- --------- Net Assets Available for Benefits $15,754,169 $10,952,645 $21,807,377 $311,902 $7,013,310 ========== ========== ========== ========= ========= Non Participant Directed WPL Holdings, WPL Holdings, Inc. Common Inc. Common Total Loan Stock Stock All Fund Fund Fund Funds INVESTMENTS: Participant- directed, at fair value: Mellon Capital Management Stock Index Fund $15,710,838 Fidelity Advisor Income and Growth Fund 6,969,061 Fidelity Advisor Equity Portfolio Growth Fund 10,887,304 Templeton Foreign Fund 311,673 WPL Holdings, Inc. Common Stock $30,742,626 30,742,626 Marshall Money Market Fund 1,911,536 4,149,323 Loans to Participants $1,539,783 1,539,783 Participant- directed, at contract value: Guaranteed Investment Contracts 19,451,314 Non-participant directed, at fair value: WPL Holdings, Inc. Common Stock $4,189,380 4,189,380 ---------- ---------- ---------- ---------- Total Investments 1,539,783 32,654,162 4,189,380 93,951,302 ---------- ---------- ---------- ---------- Cash 23 Interest Receivable 6,544 82,841 Contribution Receivable 34,161 46,732 275,999 ---------- ---------- ---------- --------- Net Assets Available for Benenfits $1,539,783 $32,694,867 $4,236,112 $94,310,165 ========== ========== ========= ==========
The accompanying notes are an integral part of this statement. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995
Participant Directed Fixed Income International Equity Fund Growth Fund Fund Fund Balanced Fund Additions to Net Assets Attributed to: Investment Income: Dividend Income $681,454 $996,849 $102,462 $312,555 Interest Income $1,519,613 Net Appreciation (Depreciation) in Fair Value of Investments 5,594,860 3,667,620 (61,319) 11,876 656,573 -------- ---------- ---------- --------- ---------- 6,276,314 4,664,469 1,458,294 114,338 969,128 Contributions: Employer Employee 1,599,832 1,965,268 1,643,790 246,126 1,117,254 --------- --------- ---------- ------- ---------- 1,599,832 1,965,268 1,643,790 246,126 1,117,254 --------- --------- ---------- ------- ---------- Total Additions 7,876,146 6,629,737 3,102,084 360,464 2,086,382 --------- --------- ---------- -------- ---------- Deductions from Net Assets Attributed to: Distributions to Participants 516,862 390,041 1,881,691 18,005 367,884 Other Expenses 34,644 750 900 200 -------- --------- ---------- ----------- ---------- Total Deductions 551,506 390,791 1,882,591 18,005 368,084 --------- ---------- ----------- ------------ ---------- Transfers Between Funds 2,206,963 3,160,220 (1,118,674) 1,166,881 (968,672) -------- ---------- ------------ ----------- ----------- Net Assets Available for Benefits: Beginning of Year 15,754,169 10,952,645 21,807,377 311,902 7,013,310 --------- ---------- ----------- ---------- --------- End of Year $25,285,772 $20,351,811 $21,908,196 $1,821,242 $7,762,936 =========== ============ ========== =========== ========== Non-Participant Participant Directed Directed WPL Holdings, WPL Holdings, Inc. Common Inc. Common Loan Fund Stock Fund Stock Fund Total All Funds Additions to Net Assets Attributed to: Investment Income: Dividend Income $2,272,280 $294,408 $4,660,008 Interest Income $141,532 40,519 1,701,664 Net Appreciation (Depreciation) in Fair Value of Investments 3,504,843 608,376 13,982,829 -------- ---------- ---------- --------- 141,532 5,817,642 902,784 20,344,501 Contributions: Employer 1,726,917 1,726,917 Employee 1,282,399 7,854,669 --------- --------- ---------- --------- 1,282,399 1,726,917 9,581,586 --------- --------- ---------- --------- Total Additions 141,532 7,100,041 2,629,701 29,926,087 --------- --------- ---------- -------- Deductions from Net Assets Attributed to: Distributions to Participants 53,366 1,263,245 247,648 4,738,742 Other Expenses 1,250 37,744 -------- --------- ---------- ----------- Total Deductions 53,366 1,264,495 247,648 4,776,486 --------- ---------- ----------- ------------ Transfers Between Funds (43,113) (4,403,605) -------- ---------- ------------ ----------- Net Assets Available for Benefits: Beginning of Year 1,539,783 32,694,867 4,236,112 94,310,165 --------- ---------- ----------- ---------- End of Year $1,584,836 $34,126,808 $6,618,165 $119,459,766 =========== ============ ========== ===========
The accompanying notes are an integral part of this statement. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN A STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994
Participant Directed Money Market Fixed Income International Equity Fund Fund Growth Fund Fund Fund Additions to Net Assets Attributed to: Investment Income: Dividend Income $205,970 $16,960 $23,977 Interest Income 675 $61,825 546 646,377 $26 Net Appreciation (Depreciation) in Fair Value of Investments (206,687) (68,359) 4,656 (6) --------- -------- --------- ----------- ---------- (42) 61,825 (50,853) 675,010 20 Contributions: Employer Employee 675,704 55,140 1,018,430 598,393 5,937 --------- -------- --------- ----------- ---------- 675,704 55,140 1,018,430 598,393 5,937 --------- -------- --------- ----------- ---------- Total Additions 675,662 116,965 967,577 1,273,403 5,957 --------- -------- --------- ----------- ---------- Deductions from Net Assets Attributed to: Distributions to Participants 343,168 93,701 164,613 855,394 Other Expenses 20,995 143 6,905 52,673 --------- -------- --------- ----------- ---------- Total Deductions 364,163 93,844 171,518 908,067 --------- -------- --------- ----------- ---------- Transfers Between Plans 7,776,036 (605,501) 4,899,645 12,204,679 305,945 --------- -------- --------- ----------- ---------- Net Assets Available for Benefits: Beginning of Year 7,666,634 582,380 5,256,941 9,237,362 --------- -------- --------- ----------- ---------- End of Year $15,754,169 $0 $10,952,645 $21,807,377 $311,902 =========== ========= ========== =========== ========== Non-Participant Participant Directed Directed WPL Holdings, WPL Holdings, Balanced Inc. Common Inc. Common Total All Fund Loan Fund Stock Fund Stock Fund Funds Additions to Net Assets Attributed to: Investment Income: Dividend Income $127,247 $281,708 $218,764 $874,626 Interest Income 325 $61,460 8,540 779,774 Net Appreciation (Depreciation) in Fair Value of Investments (228,739) 4,861,162 (618,054) 3,743,973 --------- -------- ---------- ---------- --------- (101,167) 61,460 5,151,410 (399,290) 5,398,373 Contributions: Employer 557,061 557,061 Employee 691,159 534,330 3,579,093 ------- --------- --------- ---------- --------- 691,159 534,330 557,061 4,136,154 ------- --------- --------- ---------- --------- Total Additions 589,992 61,460 5,685,740 157,771 9,534,527 ------- --------- --------- ---------- --------- Deductions from Net Assets Attributed to: Distributions to Participants 88,714 32,741 63,031 168.624 1,809,986 Other Expenses 2,786 16,266 99,768 -------- -------- --------- ---------- ----------- Total Deductions 91,500 32,741 79,297 168,624 1,909,754 -------- --------- ---------- ----------- ------------ Transfers Between Plans 3,115,934 845,277 22,165,018 727,777 51,434,810 ---------- -------- ---------- ------------ ----------- Net Assets Available for Benefits: Beginning of Year 3,398,884 665,787 4,923,406 3,519,188 35,250,582 ---------- --------- ---------- ----------- ---------- End of Year $7,013,310 $1,539,783 $32,694,867 $4,236,112 $94,310,165 ========= ========= ========== ========= ==========
The accompanying notes are an integral part of this statement. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND 1994 Note 1. Description of the Plan On January 1, 1983, Wisconsin Power and Light Company (the "Company") a subsidiary of WPL Holdings, Inc. ("WPLH") implemented a voluntary Employees' Long Range Savings and Investment Plan A ("Plan A") for the benefit of eligible salaried employees. Effective January 1, 1991, the Company changed Plan A's name to the Employees' Retirement Savings Plan A. Plan A is a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code of 1954 (the "Code"), as amended, and meets the applicable requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Information regarding Plan A benefits is provided in the summary plan description which has been made available to all eligible Plan A participants. On December 31, 1994, the Company's Employees' Retirement Savings Plan B (a plan for the benefit of eligible hourly employees, herein referred to as "Plan B") was merged into Plan A. This transfer did not affect Plan B participants' vested benefits earned prior to the merger date. The various investment options available to the former Plan B participants were retained with their participation in Plan A. The aggregate market value of assets transferred was $35,302,746. On December 31, 1994, with the amendment and restatement of Plan A's plan document, Plan A was renamed the Employee's Retirement Savings Plan (the "Plan") reflecting the combination of Plan A and Plan B. Upon merger, the administration, corporate sponsorship activity, trust fund management and investment options became common among all Plan participants. On December 14, 1994, the Company's Employee Stock Ownership Plan ("ESOP") was terminated. On that date, Plan A participants who also were participants in the ESOP were given the option to receive a distribution from the ESOP or rollover their ESOP assets into Plan A. The aggregate market value of ESOP assets transferred into Plan A on December 14, 1994, totaled $9,511,207. The participants invested these assets at their discretion within the investment options described in Note 3. Administration of the Plan is the responsibility of the Pension and Employee Benefits Committee (the "Committee") of the Company. Under the Plan, an eligible employee may elect to defer up to 15% of their compensation (not to exceed $9,240 for 1995) and have such amounts contributed by the Company to an account maintained for the employee. Active salaried employees of the Company and WPLH (formerly Plan A participants, herein referred to as "Salaried Participants") who work at least half-time or have worked at least 1,000 hours are eligible to participate in the Plan after attainment of age 18. Active hourly employees of the Company (formerly Plan B participants, herein referred to as "Hourly Participants") who work at least half- time or work at least 1,000 hours are eligible to participate in the Plan after attainment of age 18. Employee contributions are made to a trust fund (the "Trust Fund") administered by the trustee, Marshall & Ilsley Trust Company (the "Trustee"). Funds are invested by the Trustee according to the investment options selected by the participants. Assets within the Trust Fund are segregated between the Salaried Participants and Hourly Participants. Each participant's account is fully vested and nonforfeitable, except to the extent that provisions of the Internal Revenue Code may prohibit the return of excess contributions in certain limited circumstances. The Company reserves the right to terminate, amend or modify the Plan if future conditions warrant such action. Note 2. Summary of Accounting Policies Basis of Accounting The financial statements have been prepared on the accrual basis of accounting. Plan Merger The merger of Plan B into Plan A has been presented as a transfer of assets from Plan B into Plan A at the date of transfer, December 31, 1994. Accordingly, the additions to and deductions from net assets in the Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1994 reflect only the activity of Plan A prior to the merger. Valuation of Investments Guaranteed investments contracts are all fully benefit responsive and carried at contract value, which approximates fair value. Participant loans are carried at unpaid principal balances due. All other Plan investments are carried at fair value. Net Appreciation in Fair Market Value of Investments Net realized and unrealized appreciation (depreciation) is recorded in the accompanying statement of changes in net assets available for benefits with fund information as net appreciation in fair market value of investments. Expenses Investment management fees are paid from investment earnings prior to crediting earnings to the individual participant account balances. Most other Plan administrative expenses are absorbed by the Company. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could, in some cases, differ from those estimates. Reclassifications Certain reclassifications have been made to the financial statements of the prior year to conform to the presentation for 1995. Note 3. Investment Options The participants' deposits are invested by the Trustee as selected by the participant in one or more of the following investment funds: Equity Fund. Mellon Capital Management Corporation manages the Equity Fund. This fund is invested primarily in common stocks and other equity securities of corporations. Such investments may be made directly, or indirectly through investment in common, collective or pooled investment funds. This fund is currently invested in units of the Mellon Capital Management Stock Index Fund. Fixed Income Fund. M&I Investment Management Corporation administers the Fixed Income Fund. The fund is invested primarily in investment contracts issued by one or more insurance companies or other financial institutions. All contracts and other investments are combined as one investment alternative available to participants. Growth Fund. Fidelity Management and Research manages the Growth Fund which is invested in the Fidelity Advisor Equity Portfolio Growth Fund. This fund invests primarily in stocks and securities convertible into common stocks of those companies that the investment advisor believes have above-average growth characteristics. Balanced Fund. Fidelity Management and Research manages this fund which is invested in the Fidelity Advisor Income and Growth Fund. The Balanced Fund is invested in a broadly diversified portfolio of securities, including foreign and domestic common and preferred stocks, bonds and other liquid securities. International Fund. Templeton Funds, Inc. manages the International Fund which consists of the Templeton Foreign Fund. This fund's objective is long-term capital growth, which it seeks to achieve through a flexible policy of investing in stocks and debt obligations of companies and governments outside the United States. WPL Holdings, Inc. Common Stock Fund. This fund invests in WPLH common stock. Purchases of common stock are made by the Trustee from shares newly issued by WPLH or on the open market. Any dividends received on WPLH common stock in this fund are reinvested by the Trustee in common stock of WPLH. Under the terms of an Agreement and Plan of Merger ("Merger Agreement") dated November 10, 1995, between WPLH, IES Industries Inc. ("IES"), and Interstate Power Co. ("IPC"), the outstanding shares of WPLH common stock will remain unchanged and outstanding as shares of Interstate Energy Corp. ("Interstate Energy") after the merger. Each outstanding share of IES and IPC's common stock will be converted to .98 and 1.11 shares, respectively, of Interstate Energy's common stock. It is anticipated that Interstate Energy will retain WPLH common share dividend payment level as of the effective time of the merger. In February 1989, the Board of Directors of WPLH declared a dividend distribution of one common stock purchase right ("right") on each outstanding share of WPLH common stock. Each right would initially entitle shareowners to buy one-half of one share of WPLH common stock at an exercise price of $60.00 per share, subject to adjustment. The rights are not currently exercisable, but would become exercisable if certain events occurred related to a person or group acquiring or attempting to acquire 20 percent or more of the outstanding shares of WPLH common stock. The rights expire on February 22, 1999, unless the rights are earlier redeemed or exchanged by WPLH. Loan Fund. Upon application of a participant, the Committee may direct the Trustee to make a loan out of the participant's specific account due to special "hardship" circumstances. Participant loans will reduce participant investment funds. Interest rates on participant loans ranged from 7.25% to 9.25% and 7.75% to 9.75% in 1995 and 1994, respectively. Information regarding loan proceeds and repayments included in net transfers is as follows: 1995 1994 Loan Proceeds $ 537,465 $ 262,315 Loan Repayments (580,578) (237,775) Transfers between Plans --- 820,737 --------- -------- Net Transfers $ (43,113) $ 845,277 ========= ======== There are restrictions as to the amounts and number of loans. Loans and interest must be repaid in equal installments in accordance with rules established by the Committee. Other Investment Information Investments held which were greater than 5% of the Plan's net assets available for benefits as of December 31, 1995 and 1994 are as follows: 1995: Fidelity Advisor Equity Portfolio Growth $20,351,811 Fund Fidelity Advisor Income and Growth Fund $7,762,936 Mellon Capital Management Stock Index $25,285,772 Fund WPL Holdings, Inc. Common Stock Fund $40,426,076 M&I Stable Principal Fund $9,639,371 1994: Fidelity Advisor Equity Portfolio Growth $10,887,304 Fund Fidelity Advisor Income and Growth Fund $6,969,061 Mellon Capital Management Stock Index $15,710,765 Fund M&I Stable Principal Fund $10,118,638 WPL Holdings, Inc. Common Stock $34,932,006 Note 4. Employer Contribution The Company provides a matching contribution in an amount equal to 50% and 25% of the deferred cash contributions made on behalf of Salaried Participants and Hourly Participants, respectively, up to 6% of each Participant's compensation per pay period. Company contributions are invested in WPLH common stock. Note 5. Withdrawals Distributions from a participant's account balance will be made to the participant upon retirement, terminations of employment, death or disability or upon request due to special "hardship" circumstances. "Hardship" distributions are paid in a lump sum payment. Termination distributions shall be made in a lump sum within 45 days after the valuation date immediately following the termination date unless the value of a participant's account exceeds $3,500; in such case, distributions will be deferred and will be made or commence within 45 days after the valuation date following the date on which the participant reached age 70-1/2, unless the participant elects to receive the distribution as of an earlier date. Other distributions will be made in a lump sum or in annual installments for up to a 10 year period. Distributions payable to terminated participants totaled $18,710,282 and $19,917,664 as of December 31, 1995 and 1994, respectively. The unpaid portion of all loans made to the participant, including accrued interest, will be deducted from the amount of the participant account to be distributed. Note 6. Transfers and Terminations The Plan allows a participant to either change or terminate investment options daily through an automated voice response system. In the event a participant transfers to employment outside the Company or affiliated companies such that the participant is no longer an eligible employee, the participant is not permitted to make deferred cash elections. Note 7. Tax Status Plans A and B have obtained determination letters from the Internal Revenue Service dated October 6, 1989, approving them as qualified for tax-exempt status. Plan amendments adopted since the last tax determination letters, including the amendment necessary to merge Plan A and Plan B, were included in the Company's filing for a determination letter request on March 31, 1995. In the opinion of the Company's management, the Plan, as currently amended, remains tax-exempt. Note 8. Derivative Financial Instruments The Plan did not invest in any material derivative financial instrument contracts in 1995 and 1994. Note 9. Related Party Transactions As described previously (see Note 3), the Plan maintains investments in WPLH common stock, the Marshall Money Market Fund and in the M&I Stable Principal Fund. In addition, as stated in Note 2, certain administrative expenses are absorbed by the Company. These transactions are not considered prohibited transactions by statutory exemptions under the ERISA regulations. Note 10. Impact of SOP 94-4 The adoption of SOP 94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans," effective January 1, 1995, did not materially impact the Plan financial statements. Schedule I WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995 Face Amount/ Fair or Number of Contract Shares Description Cost Value 189,510 Mellon Capital Management Stock Index Fund $19,996,972 $25,285,772 494,140 Fidelity Advisor Income and Growth Fund 7,256,575 7,762,936 198,392 Templeton Foreign Fund 1,826,223 1,821,242 1,584,836 Loans to Participants (interest rate 7.25%-9.25%) 1,584,836 1,584,836 542,570 Fidelity Advisor Equity Portfolio Growth Fund 17,082,644 20,351,811 1,319,994 WPL Holdings, Inc. Common Stock 31,769,171 40,426,076 578,404 Marshall Money Market Fund 578,404 578,404 Guaranteed Investment Contracts: 1,037,048 Security Life of Denver GIC #FA-0381, 6.90%, due 6/16/00 1,037,048 1,037,048 1,081,908 Hartford GIC #12039, 7.92%, due 12/19/97 1,081,908 1,081,908 1,486,654 CNA 1991 Selection Fund F4, 9.07%, due 3/31/94 through 3/31/96 1,486,654 1,486,654 818,494 Principal Mutual Life Insurance Company GIC #11792, 9%, due 12/31/1995 818,494 818,494 1,060,854 Allstate Life GIC# GA-5760, 7.53%, due 3/31/00 1,060,854 1,060,854 1,056,011 LaSalle National Bank GIC # 355-00-45542, 7.10%, due 3/16/99 1,056,011 1,056,011 1,048,266 Safeco Life GIC # LP1050630, 6.98%, due 9/30/99 1,048,266 1,048,266 3,350,773 Government Plus Synthetic GIC #ADA00083TR 3,350,773 3,350,773 1,069,213 Transamerica Occidental Life GIC # 51240, 7.91%, due 2/14/00 1,069,213 1,069,213 9,639,371 M&I Stable Principle Fund 9,639,371 9,639,371 ---------- ---------- Total Guaranteed Investment Contracts 21,648,592 21,648,592 ---------- ---------- Total Assets Held for Investment Purposes $101,743,417 $119,459,669 =========== =========== Schedule II WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995
Number of Total Value Number of Net Total Cost Purchase of Sales Selling of Description of Assets Transactions Purchases Transactions Price Assets Sold Net Gain Series of transactions involving securities of the same issue, that in the aggregate, exceed 5% of the plan assets as of the beginning of the plan year. Fidelity Advisor Equity Portfolio Growth Fund 228 $8,441,268 151 $2,644,370 $2,412,537 $231,833 Mellon Capital Management Stock Index Fund 229 6,254,705 166 2,274,247 2,017,521 256,726 WPL Holdings, Inc. Common Stock 138 5,199,072 232 7,829,483 5,794,124 2,035,359 Marshall Money Market Fund 302 25,788,873 374 25,290,814 25,290,814 --
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. WPL HOLDINGS, INC. Date: April 29, 1996 By:/s/ Edward M. Gleason Edward M. Gleason Vice President, Treasurer and Corporate Secretary (Principal Financial and Accounting Officer) WPL HOLDINGS, INC. EXHIBIT INDEX Exhibit No. Description 3B* Amendments to By-Laws of the Company 3C* By-Laws of the Company as amended 21* Subsidiaries of the Company 23A* Consent of Independent Public Accountants (regarding the audited financial statements of the Company) 23B Consent of Independent Public Accountants (regarding the audited financial statements of the Wisconsin Power and Light Company Employees' Retirement Savings Plan) 27* Financial Data Schedule _____________ * Previously filed with this Annual Report on Form 10-K. EX-23 2 EXHIBIT 23B CONSENT CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included in this WPL Holdings, Inc. Form 10- K/A into WPL Holdings, Inc.'s previously filed Registration Statements on Form S-8 (Nos. 33-6671, 2-78551 and 33-52215) and Form S-3 (No. 33-21482). ARTHUR ANDERSEN LLP Milwaukee, Wisconsin April 29, 1996 -----END PRIVACY-ENHANCED MESSAGE-----