[Federal Register Volume 61, Number 204 (Monday, October 21, 1996)]
[Notices]
[Pages 54687-54691]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-26930]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26593]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

October 11, 1996.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated thereunder. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendments thereto is/are available for public 
inspection through the Commission's Office of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by November 5, 1996, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
shall identify specifically the issues of fact or law that are 
disputed. A person who so requests will be notified of any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After said date, the application(s) and/or declaration(s), as 
filed or as amended, may be granted and/or permitted to become 
effective.

General Public Utilities, Inc. (70-8113)

    General Public Utilities, Inc. (``GPU''), 100 Interpace Parkway, 
Parsippany, New Jersey 07054, a registered holding company, has filed a 
post-effective amendment to its declaration under section 12(b) of the 
Act and rules 45 and 54 thereunder.
    By orders dated December 10, 1987 (HCAR No. 24522) and April 23, 
1993

[[Page 54688]]

(HCAR No. 25805) (``Original Orders''), the Commission, among other 
things, authorized GPU to guarantee the payment of non-funded benefits 
under employee benefit plans of GPU Service, Inc. (``GPUS'') and GPU 
Nuclear, Inc. (``GPUN''), each of which is a subsidiary service company 
of GPU (collectively, ``Original Subsidiaries''), from time-to-time 
until December 31, 2002, in an aggregate amount not to exceed $50 
million. These plans (collectively, ``Plans'') included, among others, 
the GPUS and GPUN Elected Officers Deferred Compensation Plans and 
Short-Term and Long-Term Disability Plans, the GPUS Senior Officers 
Deferred Compensation Plan, the GPUS and GPUN Employees Pension Plans, 
life annuities or supplemental pension payments for retired officers or 
other individuals (``Participants'') performing services for the 
Original Subsidiaries which are awarded on an individual basis, 
severance payment plans in effect from time-to-time for officers of 
GPUS and GPUN, the GPUS Senior Executive Life Insurance Program, under 
which GPU is obligated to make premium payments on ``split-dollar'' 
senior executive life insurance policies, and any other employee 
benefit plans that may be adopted in the future.
    Since the issuance of the April 23, 1993 Order, GPU has: (1) 
organized GPU Generation, Inc. (``Genco'') to operate the non-nuclear 
generating facilities of the GPU System; (2) expanded the activities of 
GPU International, Inc. (formerly, Energy Initiatives, Inc.) 
(``International''), a non-utility subsidiary which develops, owns and 
operates independent power projects; and (3) organized GPU Power, Inc. 
(formerly, EI Power, Inc.) (``Power''), and GPU Electric, Inc. 
(formerly, EI Energy, Inc.) (``Electric'') to pursue investments in 
exempt wholesale generators and foreign utility companies, 
respectively. Genco, International, Power, Electric and all other 
existing or yet-to-be formed subsidiaries of GPU are collectively 
referred to as the ``Additional Subsidiaries.''
    GPU now requests authority from time-to-time through December 31, 
2002 to: (1) guarantee the payment of non-funded benefits due under the 
existing or future Plans of the Additional Subsidiaries; and (2) 
increase the aggregate amount of non-funded benefits under the Plans 
for which it may assure payment for the Original Subsidiaries and the 
Additional Subsidiaries to an aggregate of $100 million. The Additional 
Subsidiaries may include Jersey Central Power & Light Company, 
Metropolitan Edison Company and Pennsylvania Electric Company, the 
electric utility subsidiaries of GPU, to enable GPU to provide officers 
and other Participants of such subsidiaries with equivalent assurance 
of payment of benefits as may be provided for the officers and other 
officers and Participants of other GPU subsidiaries.

WPL Holdings, Inc., et al. (70-8891)

    WPL Holdings, Inc. (``WPLH''), 222 West Washington Avenue, Madison, 
Wisconsin 53703, and IES Industries Inc. (``IES''), 200 First Street 
S.E., Cedar Rapids, Iowa 52401, both public utility holding companies 
exempt from regulation under all but section 9(a)(2) of the Act, and 
Interstate Power Company (``IPC''), 1000 Main Street, Dubuque, Iowa 
52004, a combination gas and electric public utility company 
(collectively, ``Applicants''), have filed jointly an application-
declaration under sections 4, 5, 6(a), 7, 8, 9, 10, 11, 12(b), 13(b), 
32 and 33 of the Act and rules 42, 54, 82, 83, 86, 88, 90 and 91 
thereunder.
    The Applicants propose to combine WPLH, IES and IPC, pursuant to an 
amended Agreement and Plan of Merger, dated November 10, 1995 (``Merger 
Agreement''), under which IES' utility subsidiary, IES Utilities, Inc. 
(``Utilities''), and IPC will become subsidiaries of WPLH (the 
``Transaction''). WPLH will be renamed Interstate Energy Corporation 
(``Interstate Energy'') at or prior to such time, and will register 
with the Commission under section 5 of the Act. The Applicants also 
propose to engage in other Transaction-related activities, including 
Interstate Energy's retention of combination gas and electric public 
utilities, retention of combination gas and electric public utilities, 
retention of all of the Applicants' nonutility subsidiaries, and 
formation of a service company.

The Applicants

    WPLH has one direct public utility subsidiary company, Wisconsin 
Power & Light Company (``WP&L''), a combination electric and gas public 
utility that, in turn, is an exempt public utility holding company with 
100% and 33\1/3\% ownership interests, respectively, in two public 
utility subsidiary companies: South Beloit Water, Gas and Electric 
Company (``South Beloit''), a combination electric and gas public 
utility, and Wisconsin River Power Company (``WRPC''), which owns and 
operates two hydroelectric facilities on the Wisconsin River.
    WP&L is engaged principally in the generation, purchase, 
distribution and sale of electric energy in 35 counties in southern and 
central Wisconsin. WP&L provides retail electric service to 
approximately 370,000 customers in 663 cities, villages and towns, and 
wholesale service to 27 municipal utilities, three rural electric 
cooperatives, the Wisconsin Public Power Incorporated System, which 
provides retail service to nine communities, and one privately owned 
utility. WP&L also purchases natural gas and distributes and sells 
natural gas to approximately 141,000 retail customers in 22 counties in 
southern and central Wisconsin. WP&L supplies water to approximately 
31,620 customers in two Wisconsin communities, including the cities of 
Ripon and Beloit and adjacent areas. South Beloit supplies retail 
electric, gas and water services to customers in the cities of South 
Beloit and Rockton, Illinois, and the adjacent rural areas, serving 
approximately 7,005 electric customers, 5,128 gas customers, and 1,598 
water customers. South Beloit's service territory is located in 
Illinois and is adjacent to the service territory of WP&L in Wisconsin.
    WPLH owns 98.1% of one nonutility subsidiary, Heartland Development 
Corporation (``HDC''),\1\ a holding company for WPLH's nonutility 
activities. HDC has six subsidiaries that engage, directly and 
indirectly, in: environmental consulting and engineering;\2\ the 
development, ownership, underwriting and sales of, and asset management 
services in connection with, affordable multi-family housing;\3\ 
financing services, including the origination, sale and servicing of 
mortgages, for tax advantaged affordable housing properties;\4\ energy-
related businesses, which include brokering and marketing of natural 
gas, gas supply and fuel management services, and energy project 
development and implementation for energy supply projects;\5\ and 
consulting on the

[[Page 54689]]

development, maintenance and marketing of electric generation computer 
software programs, models and options.\6\
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    \1\ The remaining 1.9% interest in HDC held by two officers will 
be eliminated in connection with the Transaction.
    \2\ These activities are performed by Heartland Environmental 
Holding Company (``HEHC'') and its subsidiaries: RMT, Inc.; RMT/
Jones & Neuse, Inc.; Quality Environmental Services, Inc.; RMT North 
Carolina and RMT New York; and Advanced Environmental Management, 
Ltd., which is a Finish start-up environmental consulting and 
engineering business.
    \3\ These activities are performed by Heartland Properties, Inc. 
and its direct and indirect subsidiaries: Heartland Affordable 
Housing, Inc.; Capital Company, L.L.C.; and Heartland Asset 
Management, Inc.
    \4\ Capital Square Financial Corp.
    \5\ Heartland Environmental Group and its subsidiaries, 
Heartland Energy Services and Enserv. Enserv performs turnkey energy 
project development and implementation for customer energy supply 
projects, including feasibility studies, engineering, financing, 
construction, management, and project ownership.
    \6\ Entec.
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    WPLH also has indirect interests in nonutility businesses through 
WP&L and South Beloit. WP&L owns and operates the Ripon Water System 
and the Beloit Water System. WP&L's wholly owned subsidiary, Reac, 
Inc., purchases and holds real property primarily for use in WP&L's 
public utility operations. WP&L also owns a 13% interest in Wisconsin 
Valley Improvement Company, which manages and controls water flow 
through a series of reservoirs and dams on the upper Wisconsin River. 
In addition, WP&L's Board of Directors elects annually the directors of 
the Wisconsin Power and Light Foundation, a Wisconsin non-stock, non-
profit corporation that uses WP&L contributions for charitable, 
literary and scientific purposes. South Beloit owns and operates the 
South Beloit Water system.
    WPLH common stock is listed on the New York Stock Exchange 
(``NYSE''), the Boston Stock Exchange (``BSE''), the Chicago Stock 
Exchange (``CSE'') and the Pacific Stock Exchange (``PSE''). As of July 
10, 1996, there were 30,795,260 shares of WPLH common stock 
outstanding. WPLH has no shares of preferred stock outstanding, 
although as of July 10, 1996, there were 1,049,225 shares of WP&L 
preferred stock outstanding. The rights of holders of WP&L's 
outstanding preferred stock will not be impacted by the Transaction.
    For the year ended December 31, 1995, WPLH's operating revenues on 
a consolidated basis were approximately $811 million, of which 
approximately $550 million were derived from electric operations, $139 
million from gas operations and $122 million from other operations. 
Approximately 15% of the WPLH's consolidated operating revenues were 
derived from its nonutility investments. Consolidated assets of WPLH 
and its subsidiaries at December 31, 1995, were approximately $1.875 
billion, consisting of approximately $1.23 billion in identifiable 
electric utility property, plant and equipment; approximately $250 
million in identifiable gas utility property, plant and equipment; and 
approximately $395 million in other corporate assets. Less than 13.34% 
of WPLH's consolidated assets were invested in nonutility businesses.
    IES has one wholly owned combination electric and gas public 
utility company subsidiary, Utilities. Utilities provides retail 
electric service to approximately 333,000 customers in 525 communities 
and natural gas to 174,000 retail customers in 222 communities across 
Iowa. Utilities also provides wholesale electric service to 30 Iowa 
municipalities. To a limited extent, Utilities also provides steam used 
for heating and industrial purposes in downtown Cedar Rapids, Iowa.\7\ 
In addition, Utilities owns a 70% interest in and operates a nuclear 
generating station, Duane Arnold Energy Center.
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    \7\ Utilities currently delivers low- and high-pressure steam to 
more than 200 residential and business customers; steam sales make 
up approximately 1.7% of Utilities' operating revenues.
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    IES's wholly owned subsidiary, IES Diversified, Inc. 
(``Diversified'') was formed as a holding company for most of IES's 
nonutility activities, which include: transportation; \8\ non-regulated 
energy businesses; \9\ foreign utility investments; \10\ and 
investments in telecommunications, real estate and other miscellaneous 
projects.\11\ IES also has indirect interests in certain other 
nonutility activities through Utilities and its wholly owned 
subsidiary, Ventures, whose two subsidiaries are: IES Midland 
Development Inc., which owns and operates a landfill in Ottumwa, Iowa; 
and Aqua Ventures, L.C., which operates an aquaculture facility that 
raises fish for human consumption.\12\ Utilities also owns 33.3% of 
Unitrain Services, which is a coal car management company.
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    \8\ IES Transportation Inc. was formed as a holding company for 
IES's transportation subsidiaries: (1) Cedar Rapids & Iowa City 
Railway Company (``CRANDIC''), which directly and indirectly owns 
and operates a shortline railway for rail freight service between 
Cedar Rapids, Iowa City and Amana, Iowa, owns and operates rail 
lines between Council Bluffs, Iowa and Bureau, Illinois, and 
operates trackage rights between Bureau and Chicago, Illinois; (2) 
IES Barge Services Inc., which provides private harbor barge 
terminal facilities for rail car and barge loading and unloading; 
and (3) IES Transfer Services Inc., which owns and operates a 
warehouse and outdoor storage facility linked to CRANDIC.
    \9\ IES Energy Inc. (``IES Energy'') was formed to hold IES's 
energy-related businesses: (1) Industrial Energy Applications, which 
brokers and markets energy and designs, builds and operates 
generating facilities; (2) Whiting Petroleum Corporation that, 
through its subsidiaries, purchases, develops and produces crude oil 
and natural gas; and (3) Ely Inc., which is currently inactive.
    \10\ IES International was formed to hold IES's foreign utility 
investments; its sole subsidiary is IES New Zealand Inc., which 
owns, respectively, a 6% and 7% interest in two New Zealand utility 
distribution companies.
    \11\ IES Investments Inc. (``Investments''), through 
subsidiaries, holds investments in: (1) Iowa Land and Building 
Company, a real estate holding company subsidiary that, primarily 
for economic development, acquires, manages and sells real estate 
largely within Utilities' service area, including an interest in the 
development of a business park in Cedar Rapids; (2) 2001 Development 
Corporation, organized to promote economic development in downtown 
Cedar Rapids (which through affiliate real estate entities invests 
in the construction and operation of multifamily rental apartments 
in Cedar Rapids, the Five Seasons Hotel, a downtown hotel and 
conference center, and the management and sale of resort 
properties); and (3) IES Investco Inc., a wholly-owned holding 
company with equity investments in DLJ Partners, an investment fund, 
and McLeod, Inc., a provider of integrated local and long distance 
telecommunications services. Investments also has equity and debt 
holdings in certain economic development and venture capital 
investments in Utilities' service territory.
    \12\ Ventures holds a 35% interest in Aqua Ventures.
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    IES is a member of the Cedar Rapids Electric Transportation 
Consortium (``CRETC''), a joint venture with the City of Cedar Rapids, 
Iowa, Westinghouse Electric Corp. and Blue Bird Co., formed to evaluate 
electric mass transit vehicle technology in northern climates. CRETC is 
partially funded through federal grants.
    IES Industries Charitable Foundation is a non-profit corporation, 
which funds a broad spectrum of agencies and institutions in the 
educational, arts, health and social concern fields.
    IES common stock is listed on the NYSE, the BSE, the CSE and the 
PSE. As of July 10, 1996, there were 29,923,233 shares of IES common 
stock outstanding. IES has no shares of preferred stock outstanding, 
although as of July 10, 1996, there were 120,000 shares of Utilities 
4.30% Preferred Stock, 146,354 shares of Utilities 4.80% Preferred 
Stock, and 100,000 shares of Utilities 6.10% Preferred Stock 
outstanding. As of December 31, 1995, IES's revenues on a consolidated 
basis were approximately $851 million, of which approximately $560 
million were derived from electric operations, $190 million from gas 
operations and $100 million from other operations. IES's consolidated 
assets as of December 31, 1995, were approximately $1.986 billion, 
consisting of approximately $1.396 billion in identifiable electric 
utility property, plant and equipment; $199 million in identifiable gas 
utility property, plant and equipment; and $391 million in other 
corporate assets. IES's nonutility subsidiaries and investments 
constituted approximately 20% of IES's consolidated assets, and 
operating revenues from the nonutility activities represented 
approximately 12% of IES's consolidated total operating revenues for 
the year ended December 31, 1995.
    IPC is engaged primarily in the generation, purchase, transmission, 
distribution and sale of electric energy

[[Page 54690]]

in parts of twenty-five counties in northern and northeastern Iowa, 
twenty-two counties in southern Minnesota, and four counties in 
northwestern Illinois. IPC also engages in the distribution and sale of 
natural gas in 41 communities, including Albert Lea, Minnesota; 
Clinton, Mason City and Clear Lake, Iowa; Fulton and Savanna, Illinois; 
and a number of smaller Minnesota, Iowa and Illinois communities. As of 
December 31, 1995, IPC provided electric service to 163,344 retail 
customers and 19 full and partial requirements wholesales customers, 
and natural gas to 48,823 retail customers. IPC also engages in the 
transportation of natural gas within Iowa, Minnesota and in interstate 
commerce.
    IPC has one wholly owned nonutility subsidiary, IPC Development, 
which provides real estate services that consist principally of buying 
homes from IPC employees who have been relocated by the company and 
purchasing real estate intended for future use in IPC's utility 
operations.
    IPC's common stock is listed on the NYSE, the CSE and the PSE. As 
of July 10, 1996, there were 9,595,028 shares of IPC common stock and 
761,381 shares of IPC preferred stock outstanding. For the year ended 
December 31, 1995, IPC's operating revenues were approximately $319 
million, of which approximately $275 million were derived from electric 
operations and $44 million from gas operations. IPC's assets at 
December 31, 1995, were approximately $634 million, consisting of 
approximately $459 million in identifiable net electric utility 
property, plant and equipment, and $39 million in identifiable net gas 
utility property, plant and equipment, and $135 million in other 
corporate assets. IPC's nonutility investments constituted less than 
0.2% of IPC's consolidated assets, and there were no operating revenues 
from IPC's nonutility activities, all as of December 31, 1995.

Summary of Merger Related Transactions

    In addition to the Transaction itself, described more fully below, 
the Applicants propose: (1) to transfer certain of Interstate Energy's 
nonutility interests to its subsidiary, Interstate Hold; (2) to form 
under rule 88 of the Act a new service company, Interstate Services, 
Inc. (``Interstate Services''), which will issue and sell 9,000 shares 
of its $0.01 par value stock to Interstate Energy; \13\ (3) to execute 
utility and nonutility and nonutility system companies; (4) to retain, 
under Interstate Energy, the gas properties of WP&L, Utilities and IPC 
and continue their operation as combination gas and electric utilities; 
(5) to retain under Interstate Energy the nonutility businesses and 
affiliates of WPLH, IES and IPC; (6) to retain all outstanding intra-
system obligations and guarantees; (7) to issue shares of Interstate 
Energy common stock, $0.01 par value (``Interstate Energy Common 
Stock'') in connection with the Transaction; (8) to issue, and/or 
acquire in open-market or privately negotiated transactions, for up to 
five years from the date of an order in this matter, up to 11 million 
shares of Interstate Energy Common Stock under dividend reinvestment 
and stock-based management incentive and employee benefit plans; (9) to 
issue rights to purchase shares of Interstate Energy Common Stock under 
the terms of the Rights Agreement, dated February 22, 1989, between 
WPLH and Morgan Shareholder Services Trust Company, as Rights Agent, 
and to sell and issue Interstate Energy Common Stock upon exercise of 
the rights and other transactions encompassed in the Rights Agreement; 
and (10) to obtain an exemption from the at cost standards of rules 90 
and 91 with respect to certain transactions described below.
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    \13\ Interstate Services will be incorporated in Wisconsin to 
serve as the service company for the Interstate Energy system 
providing administrative, management and support services.
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The Transaction

    The Transaction will be effected by merging IES with and into WPLH, 
with WPLH as the surviving corporation, and merging WPLH Acquisition 
Co., a wholly owned subsidiary of WPLH formed for purposes of the 
Transaction, with and into IPC, which will result in IPC becoming a 
subsidiary of WPLH.\14\ The shareholders of each of the Applicants have 
approved the Transaction.
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    \14\ If the Applicants determine, however, that Wisconsin 
regulatory requirements mandate that the utility subsidiaries of 
Interstate Energy be Wisconsin corporations, then the transaction 
will be consummated in a manner designed to comply with such 
requirements (``Alternative Transaction'').
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    The common shareholders of IES and IPC will have the right to 
receive 1.14 and 1.11 shares, respectively, of Interstate Energy Common 
Stock in exchange for one share of IES and IPC Common Stock (excluding 
shares owned directly or indirectly by WPLH, IES or IPC). The 
Transaction will have no effect on the outstanding shares of Utilities 
Preferred Stock, $50 par value, or IPC's Preferred Stock, $50 par value 
(other than shares held by IPC preferred stockholders who perfect 
dissenter's rights under applicable state law); each series and each 
share of Utilities Preferred Stock and IPC Preferred Stock will remain 
unchanged.\15\ Each issued and outstanding share of WPLH common stock 
will remain outstanding and unchanged as one share of Interstate Energy 
Common Stock. The Applicants believe that the Transaction will qualify 
as a tax-free reorganization and will be treated as a pooling of 
interests for accounting purposes.
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    \15\ Under the Alternative Transaction, the shareholders of 
preferred stock will exchange their shares (other than dissenting 
shareholders) for preferred stock, with terms and designations 
substantially identical, in the requisite Wisconsin corporations.
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    Upon completion of the Transaction, Interstate Energy will own, 
directly and indirectly, four combination electric and gas utility 
companies: WP&L, South Beloit, Utilities, and IPC. The headquarters of 
Interstate Energy will be in Madison, Wisconsin, and its board of 
directors will consist of fifteen members, designated as follows: six 
by IES, six by WPLH, and three by IPC.

Services

    Interstate Services proposes to enter service agreements with WP&L, 
Utilities, IPC and South Beloit (``Utility Service Agreement'') and the 
nonutility companies in the system (``Nonutility Service Agreement''). 
Functions that Interstate Services may provide under the Utility 
Service Agreement include: information systems; meters; transportation; 
electric and gas system maintenance; marketing and customer relations; 
electric and gas transmission and distribution engineering and 
construction; human resources; materials management; facilities; 
accounting; power planning; public affairs; legal; rates; finance; land 
and rights of way; internal auditing; environmental affairs; fuels, 
including procurement and transportation; investor relations; planning; 
executive; gas acquisition and dispatch; gas production engineering and 
construction; steam system maintenance; steam distribution and supply 
engineering and construction; steam planning; water system maintenance 
and water distribution and supply engineering and construction; and 
water planning. Costs for services will be directly assigned or 
allocated between the utility companies; charges will be on an at cost 
basis in accordance with section 13(b) of the Act and rules 90 and 91 
thereunder. Interstate Services will be staffed primarily by 
transferring personnel from WP&L, IES and IPC and their subsidiaries.
    The Nonutility Service Agreement provides for services to 
nonutility

[[Page 54691]]

associate companies to be charged on an ``at cost'' basis except as 
permitted by rule or order of the Commission. The Applicants request an 
exemption from section 13(b) of the Act and the at cost standards of 
rules 90 and 91 thereunder for services provided by Interstate Services 
to foreign utility companies (``FUCOs'') or to any associate company 
which does not derive, directly or indirectly, any material part of its 
income from sources within the United States and which is not a public 
utility operating within the United States.
    The Applicants also propose that Interstate Energy subsidiaries may 
provide goods and services, including operation and maintenance and 
consulting, and request an exemption from the at cost standards of 
section 13(b) and the rules thereunder for the sale of such services 
and goods, to entities that will qualify as FUCOs following the 
Transaction.
    Finally, the Applicants state that WP&L, South Beloit, Utilities 
and IPC may provide each other with services incidental to their 
utility businesses, in accordance with rule 87(a)(3), such as meter 
reading, materials management, gas purchasing, transportation, and line 
and gas trouble crews. The Applicants state such services will be 
provided at cost.

Issuance of Stock: Benefits and Shareholder Protection Plans

    The Applicants propose, from time to time for five years from the 
date of an order issued in this matter, to issue and/or acquire in open 
market or privately negotiated transactions up to 11 million shares of 
authorized Interstate Energy Common Stock under its dividend 
reinvestment and stock purchase plan, long-term equity incentive plan 
and certain other employee benefit plans.
    Each of the Applicants has an existing dividend reinvestment and 
stock purchase plan. Following consummation of the Transaction, the IES 
and IPC plans will cease and participants in those plans may elect to 
participate in the WPLH plan, which will become the Interstate Energy 
dividend reinvestment plan (``DRIP''). Participants in the DRIP may 
invest cash dividends and/or optional cash payments in shares of 
Interstate Energy. Shares purchased directly from Interstate Energy 
will be authorized but unissued Treasury shares. Following the 
Transaction, decisions to purchase shares for the DRIP directly from 
Interstate Energy, in the open market, or in privately negotiated 
transactions will be based on Interstate Energy's need for common 
equity and other relevant factors. Proceeds from the purchase of shares 
from Interstate Energy will be available for general corporate 
purposes, and Interstate Energy will not use such proceeds to acquire 
an interest in any EWG or FUCO.
    WPLH currently has in effect a Long-Term Equity Incentive Plan, 
which will remain in place and become Interstate Energy's plan (the 
``Long-Term Plan'') following consummation of the Transaction. The 
Long-Term Plan will provide stock awards to key employees of Interstate 
Energy and its subsidiaries, and will replace the IES Long-Term 
Incentive Plan. Pursuant to the Merger Agreement, participants in the 
IES plan will receive, based on awards and outstanding options and 
tandem stock appreciation rights, the right to exchange shares of IES 
common stock, using the exchange ratio, for Interstate Energy Common 
Stock.
    Each of WPLH, IES and IPC also has plans that provide for the 
issuance of shares of its common stock to employees participating in 
various stock purchase plans, such as retirement savings plans, 
employee savings plans, bonus stock ownership plans, and 401(k) plans. 
The plans will remain in effect following the consummation of the 
Transaction, and each plan will be modified to provide for the 
acquisition of Interstate Energy Common Stock.
    The Applicants also propose to implement the terms of the Rights 
Agreement to: (1) issue the right, attached to each outstanding share 
of Interstate Energy Common Stock (including shares issued to effect 
the Transaction), to purchase additional shares of Interstate Energy 
Common Stock under certain circumstances (``Rights''); (2) issue and 
sell Interstate Energy Common Stock or other Interstate Energy 
securities or assets upon the exercise of the Rights; (3) redeem the 
Rights of issue Interstate Energy Common Stock or other Interstate 
Energy securities in exchange for the Rights; and (4) amend the Rights 
Agreement as permitted by its terms. If the Rights become exercisable, 
holders (excluding 20% shareholders) will be entitled to purchase one-
half share of Interstate Energy Common Stock for $30; additional rights 
may accrue under certain circumstances. The Rights become exercisable 
upon the acquisition of 20% or more of Interstate Energy Common Stock. 
Rights may be redeemed at $0.01 per Right before a 20% acquiring party 
exists, and may thereafter be exchanged for one share of Interstate 
Energy Common Stock per Right until the existence of a 50% acquirer. 
The Rights do not have voting or dividend rights, and expire on 
February 22, 1999.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-26930 Filed 10-18-96; 8:45 am]
BILLING CODE 8010-01-M