SEC Info - Wisconsin Power & Light Co - ‘S-3/A’ on 6/24/97

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Wisconsin Power & Light Co – ‘S-3/A’ on 6/24/97

As of: Tuesday, 6/24/97 · Accession #: 897069-97-276 · File #: 33-60917

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/24/97  Wisconsin Power & Light Co        S-3/A                  2:218K                                   Foley & Lardner/FA

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Wisconsin Power and Light Company                     39±   180K 
 2: EX-4.33     Indenture                                             50±   205K

S-3/A — Wisconsin Power and Light Company
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Available Information Book-Entry Only System Certain Covenants Certain Terms of the Debentures Company, The Debt Securities Description of the Debentures Description of the New Bonds Exhibits Experts General Incorporation of Certain Documents by Reference Indemnification of Directors and Officers Legal Defeasance and Covenant Defeasance Legal Opinions Limitations on Liens Other Expenses of Issuance and Distribution Plan of Distribution Prospectus Supplement Ratios of Earnings to Fixed Charges Relationships with the First Mortgage Trustee Selected Financial Information The Company Undertakings Underwriting Use of Proceeds
1	1st Page - Filing Submission
2	Prospectus Supplement
3	Use of Proceeds
"	Selected Financial Information
"	Certain Terms of the Debentures
"	General
"	Underwriting
4	Debt Securities
5	Available Information
"	Incorporation of Certain Documents by Reference
"	The Company
"	Ratios of Earnings to Fixed Charges
"	Description of the New Bonds
"	Relationships with the First Mortgage Trustee
"	Description of the Debentures
"	Certain Covenants
"	Limitations on Liens
"	Legal Defeasance and Covenant Defeasance
"	Book-Entry Only System
"	Plan of Distribution
"	Legal Opinions
"	Experts
7	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
"	Item 16. Exhibits
"	Item 17. Undertakings

S-3/A 1st “Page” of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
Registration No. 33-60917

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
AMENDMENT NO. 2
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________
WISCONSIN POWER AND LIGHT COMPANY
(Exact name of registrant as specified in its charter)

Wisconsin 39-0714890
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

222 West Washington Avenue
Madison, Wisconsin 53703
(608) 252-3311
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
______________________________
Edward M. Gleason
Controller, Treasurer and Corporate Secretary
Wisconsin Power and Light Company
222 West Washington Avenue
Madison, Wisconsin 53703
(608) 252-3311
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
______________________________

with a copy to:

Benjamin F. Garmer, III Dennis J. Friedman
Foley & Lardner Claude S. Serfilippi
777 East Wisconsin Avenue Chadbourne & Parke LLP
Milwaukee, Wisconsin 53202 30 Rockefeller Plaza
New York, New York 10112
________________________
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
________________________

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [_]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [X]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) of the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]

_________________

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
______________________________________

S-3/A 2nd “Page” of 9 TOC 1st Previous Next ↓Bottom Just 2nd
SUBJECT TO COMPLETION, DATED JUNE 24, 1997

PROSPECTUS SUPPLEMENT
(To Prospectus dated June , 1997)

$105,000,000

Wisconsin Power and Light Company

% Debentures due , 2007
____________________

Interest on the % Debentures due , 2007 (the
"Debentures") is payable semi-annually on and of
each year, commencing , 1997. The Debentures will be general
unsecured obligations of Wisconsin Power and Light Company (the "Company")
and will rank on a parity with all other unsecured and unsubordinated debt
of the Company. The Debentures are not redeemable prior to maturity and
will not be subject to any sinking fund.

The Debentures will be represented by one or more global
securities registered in the name of the nominee of The Depository Trust
Company ("DTC"), as depositary. Book-Entry Interests (as defined in the
accompanying Prospectus) in such global securities will be shown on, and
transfers thereof will be effected only through, records maintained by DTC
or its nominee for such global securities and on the records of DTC and
its participants. Except as described herein and in the accompanying
Prospectus, Debentures in definitive form will not be issued. See
"Certain Terms of the Debentures" herein and "Description of the
Debentures" and "Book-Entry Only System" in the accompanying Prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

Underwriting Proceeds to
Price to Public(1) Discount(2) Company (1)(3)

Per Debenture . . . . . % % %
Total . . . . . . . . . $ $ $

(1) Plus accrued interest, if any, from , 1997.

(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933,
as amended. See "Underwriting."
(3) Before deduction of expenses payable by the Company estimated at
$190,000.

The Debentures are being offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, subject to
approval of certain legal matters by counsel for the Underwriters and to
certain other conditions. The Underwriters reserve the right to withdraw,
cancel or modify such offer and to reject orders in whole or in part. It
is expected that delivery of the Debentures will be made through the book-
entry facilities of DTC on or about , 1997 against payment
therefor in immediately available funds.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS AND PROSPECTUS SUPPLEMENT
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.

Merrill Lynch & Co.
__________________

The date of this Prospectus Supplement is , 1997.

S-3/A 3rd “Page” of 9 TOC 1st Previous Next ↓Bottom Just 3rd
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

USE OF PROCEEDS

A portion of the net proceeds from the sale of the Debentures will be
used to retire at maturity $55,000,000 aggregate principal amount of the
Company's First Mortgage Bonds, Series Z, 6 %, due July 15, 1997, and the
remainder will be used to repay short-term debt which was incurred by the
Company to repurchase in private transactions approximately $23,000,000
aggregate principal amount of its First Mortgage Bonds, Series V, 9.30%,
due December 1, 2025, and to finance utility construction expenditures.
As of June 20, 1997, the average weighted interest rate on the short-term
debt to be repaid was approximately 5.56% per annum.

SELECTED FINANCIAL INFORMATION

Set forth below is selected financial information for the Company for
the twelve months ended March 31, 1997 and the years ended December 31,
1996, 1995 and 1994.

[Enlarge/Download Table]

Selected Financial Information

Year Ended
Twelve Months December 31,
Ended March 31,
1997 1996 1995 1994
(Unaudited)
(Thousands of Dollars)

Income Statement Data:
Operating Revenues . . . . . . . . . . . . . . . . . $769,046 $759,275 $689,672 $687,811
Income Before Interest Expense . . . . . . . . . . . $104,780 $113,957 $112,473 $102,643
Net Income for Common Stock . . . . . . . . . . . . . $ 69,748 $ 79,175 $ 75,342 $ 68,185
Ratio of Earnings to Fixed Charges (unaudited) (1) . 4.35 4.81 4.23 4.29

At March 31, 1997 (Unaudited)

Percent of
As Capitalization
Actual Adjusted(2) As Adjusted
(Thousands of Dollars)

Capitalization (3):
Current maturities of long-term debt. . . . . . . . . . . . $ 55,000 $ 0 0.0%
First mortgage bonds, net (4) . . . . . . . . . . . . . . . 258,676 258,676 25.7
Debentures . . . . . . . . . . . . . . . . . . . . . . . . 0 105,000 10.4
Preferred stock without mandatory
redemption . . . . . . . . . . . . . . . . . . . . . . . 59,963 59,963 6.0
Common shareowners' investment . . . . . . . . . . . . . . 583,785 583,785 57.9
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $957,424 $1,007,424 100.0%

_________________
(1) For the purpose of computing the ratios of earnings to fixed
charges, earnings have been calculated by adding to income before
interest expense, Federal and state income taxes and the estimated
interest component of rentals. Fixed charges represent interest
expense, amortization of debt discount, premium and expense and the
estimated interest component of rentals.

(2) As adjusted for the issuance of the Debentures and the application
of the net proceeds as described under "Use of Proceeds."

(3) For the purpose of this presentation, capitalization includes current
maturities of long-term debt.

(4) Excludes variable rate demand bonds in the amount of $56.975 million
and unamortized discount relating to outstanding First Mortgage
Bonds in the amount of $1.223 million.

CERTAIN TERMS OF THE DEBENTURES

The following description of the particular terms of the Debentures
supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debentures set
forth in the accompanying Prospectus under "Description of the
Debentures," to which description reference is hereby made.

General

The Debentures will be unsecured general obligations of the Company
and will be issued as a separate series of securities under the Indenture,
dated as of June 20, 1997 (the "Unsecured Debt Indenture"), between the
Company and Firstar Trust Company, as Trustee. At March 31, 1997, the
Company had no Securities (as defined in the accompanying Prospectus)
outstanding under the Indenture but had $371,874,000 of secured debt
outstanding. The Unsecured Debt Indenture does not limit the Company's
ability to issue additional First Mortgage Bonds or to enter into sale and
leaseback transactions. See "Description of the New Bonds" in the
accompanying Prospectus.

Maturity and Interest

The Debentures will be limited to $105,000,000 aggregate principal
amount and will mature on , 2007. Each Debenture will bear
interest from , 1997 or from the most recent interest payment
date to which interest has been paid, at the rate per annum specified on
the cover page hereof, payable semi-annually on and ,
commencing , 1997, to the person in whose name such
Debenture is registered at the close of business on the preceding
and , respectively.

No Redemption Prior to Maturity

The Debentures will not be redeemable prior to maturity.

Other Terms

The covenant described in the accompanying Prospectus under
"Description of the Debentures--Certain Covenants--Limitations on Liens"
will apply to the Debentures. Future series of Securities issued under
the Indenture may or may not have different covenants.

The Debentures will be subject to defeasance under the conditions
described in the accompanying Prospectus.

Book-Entry Procedures

The Debentures will be represented by one or more global securities
registered in the name of DTC or its nominee. Book-Entry Interests in
such global securities will be shown on, and transfers thereof will be
effected only through, records maintained by DTC or its nominee for such
global securities and on the records of DTC Participants (as defined in
the accompanying Prospectus). Except as described below and in the
accompanying Prospectus, Debentures in definitive form will not be issued
and owners of Book-Entry Interests will not be considered the holders
thereof.

The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form.
Such limits and such laws may impair the ability to transfer beneficial
interests in the global securities.

In the event that the book-entry system is discontinued, or DTC is
at any time unwilling or unable to continue as depositary, and a successor
depositary is not appointed by the Company within 90 days, the Company
will issue individual Debentures in certificated form to owners of Book-
Entry Interests in exchange for the Debentures held by DTC or its nominee,
as the case may be.

Settlement for the Debentures will be made by the Underwriters in
immediately available funds. All payments of principal and interest on
global securities will be made by the Company in immediately available
funds.

See "Book-Entry Only System" in the accompanying Prospectus.

UNDERWRITING

Subject to the terms and conditions set forth in a purchase
agreement ("the Purchase Agreement") among the Company and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, acting on behalf of itself and Robert
W. Baird & Co. Incorporated, A.G. Edwards & Sons, Inc. and Utendahl
Capital Partners, L.P. (the "Underwriters"), the Company has agreed to
sell to the Underwriters, and the Underwriters have severally agreed to
purchase, the respective principal amounts of the Debentures set forth
after their names below.

Principal
Underwriters Amount

Merrill Lynch, Pierce, Fenner & Smith $
Incorporated . . . . . . . . . . . . . .
Robert W. Baird & Co. Incorporated . . . . .

A.G. Edwards & Sons, Inc. . . . . . . . . . .

Utendahl Capital Partners, L.P. . . . . . . . ____________

Total . . . . . . . . . . . . . . . . . $105,000,000
============

The Purchase Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the Debentures if any
are purchased.

The Underwriters have advised the Company that they will initially
offer the Debentures to the public initially at the public offering price
set forth on the cover page of this Prospectus Supplement, and to certain
dealers at such price less a concession not in excess of % of the
principal amount of the Debentures. The Underwriters may allow, and such
dealers may reallow, a discount not in excess of % of the principal
amount on sales to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be
changed.

The Debentures are a new issue of securities with no established
trading market. The Company does not intend to list the Debentures on any
securities exchange. The Underwriters have advised the Company that they
currently intend to make a market in the Debentures; however, the
Underwriters are not obligated to do so, and any Underwriter may
discontinue any such market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the
Debentures.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.

S-3/A 4th “Page” of 9 TOC 1st Previous Next ↓Bottom Just 4th
PROSPECTUS

$105,000,000

Wisconsin Power and Light Company

Debt Securities
____________________

Wisconsin Power and Light Company (the "Company") may from time to
time offer up to $105 million aggregate principal amount of its debt
securities (the "Debt Securities"). The Debt Securities may be offered in
one or more series and may be either First Mortgage Bonds (the "New
Bonds") or unsecured debt securities consisting of notes, debentures or
other evidences of indebtedness (the "Debentures"). The Debt Securities
will be offered to the public on terms determined at the time or times of
sale. An accompanying supplement to this Prospectus (the "Prospectus
Supplement") will set forth the specific terms and conditions of the Debt
Securities offered thereby, including, without limitation, the title,
aggregate principal amount, denominations, maturity, rate (which may be
fixed or variable) and time of payment of interest, any terms for
redemption or conversion, any terms for sinking or analogous fund
payment(s), any listing on a registered national securities exchange and
the initial public offering price.

The Company may sell the Debt Securities to or through underwriters
(which may include Merrill Lynch, Pierce, Fenner & Smith Incorporated) or
dealers, and may also sell Debt Securities directly to other purchasers or
through agents designated from time to time by the Company. See "Plan of
Distribution." The names of such underwriters, dealers or agents, any
applicable commissions or discounts and the net proceeds to the Company
from the sale of the Debt Securities will be set forth in the accompanying
Prospectus Supplement.

The issue and sale of the Debt Securities are subject to the prior
approval and authorization of the Public Service Commission of Wisconsin,
which has been or will be obtained prior to the sale of the Debt
Securities.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Merrill Lynch & Co.

The date of this Prospectus is June , 1997.

S-3/A 5th “Page” of 9 TOC 1st Previous Next ↓Bottom Just 5th
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Midwest Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and Northeast Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, such reports, proxy statements and other
information concerning the Company can be inspected at the offices of the
American Stock Exchange, 86 Trinity Place, New York, New York 10006.
Certain securities of the Company are listed on such exchange.

In addition, the Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of
such Web site is http://www.sec.gov.

The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments, schedules and
exhibits thereto referred to herein as the "Registration Statement") under
the Securities Act of 1933, as amended, with respect to the Debt
Securities offered hereby. This Prospectus does not contain all of the
information set forth in such Registration Statement, certain parts of
which have been omitted in accordance with the rules and regulations of
the Commission. For further information, reference is made to such
Registration Statement which may be inspected and copied in the manner and
at the sources described above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company (under
File No. 0-337) with the Commission pursuant to the Exchange Act (to the
extent disclosures therein relate to the Company) are hereby incorporated
herein by reference:

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.

2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.

All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering made by this
Prospectus shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the respective dates of filing of
such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Prospectus shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained in this Prospectus or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
in this Prospectus modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the documents that
have been or may be incorporated by reference in this Prospectus (not
including exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents). Requests should be
directed to Edward M. Gleason, Controller, Treasurer and Corporate
Secretary, Wisconsin Power and Light Company, 222 West Washington Avenue,
Madison, Wisconsin 53703 (Telephone: (608) 252-3311).

THE COMPANY

The Company, a Wisconsin corporation and a subsidiary of WPL
Holdings, Inc. ("WPLH"), is a public utility engaged primarily in
generating, purchasing, distributing and selling electric energy in
portions of southern and central Wisconsin. The Company also purchases,
distributes, transports and sells natural gas in parts of such areas and
supplies water in two communities. A wholly owned subsidiary of the
Company supplies electric, gas and water service principally in Winnebago
County, Illinois.

The Company provides electricity in a service territory of
approximately 16,000 square miles. As of December 31, 1996, the Company
furnished retail electric service to approximately 385,000 customers in
615 cities, villages and towns, and wholesale electric service to 24
municipal utilities, one privately owned utility, three rural electric
cooperatives, one Native American nation and one municipal electric
utility which provides retail service to nine communities. The two
largest cities served by the Company are Janesville and Sheboygan,
Wisconsin. During 1996, the Company's electric operating revenues were
derived from the following types of customers: residential and
farm--34.2%, industrial--24.4%, commercial--17.9%, wholesale and
municipal--22.3% and other--1.2%.

The Company's total net generating capability is approximately
2,300 megawatts. The maximum net hourly peak load on the Company's
electric system in 1996 was 2,124 megawatts. During 1996, the Company's
net kilowatt-hour generation of electricity was derived from the following
fuel sources: 84% coal, 12.7% nuclear and 3.3% hydroelectric, oil and
natural gas. The Company's electro-generating facilities include: four
coal-fired generating stations (including nine units; four jointly owned),
seven natural-gas-fired peaking units, eight hydro-electric plants (two
jointly owned), one gas-fired steam generating plant and one nuclear power
plant (jointly owned).

As of December 31, 1996, the Company provided retail natural gas
service to approximately 151,000 customers in 243 cities, villages and
towns. During 1996, the Company's gas operating revenues were derived
from the following types of customers: residential--54.6%, commercial and
industrial, firm--30.3%, interruptible--3.2%, transportation and
other--11.9%.

The Company is subject to the jurisdiction of, among other
regulatory agencies, the Public Service Commission of Wisconsin as to
various phases of its operations, including rates, service and issuance of
securities. The Company's Illinois subsidiary is subject to the
jurisdiction of the Illinois Commerce Commission with respect to such
matters. The Company and its Illinois subsidiary also are subject to the
jurisdiction of the Federal Energy Regulatory Commission.

The principal executive offices of the Company are located at 222
West Washington Avenue, Madison, Wisconsin 53703 and its telephone number
is (608) 252-3311.

WPLH, the Company's parent corporation, IES Industries Inc., a
holding company incorporated under the laws of State of Iowa ("IES"), and
Interstate Power Company, an operating public utility incorporated under
the laws of the State of Delaware ("IPC"), among others, have entered into
an Agreement and Plan of Merger, dated as of November 10, 1995, as amended
(the "Merger Agreement"), providing for: (i) IPC becoming a wholly-owned
subsidiary of WPLH and (ii) the merger of IES with and into WPLH, which
merger will result in the combination of IES and WPLH as a single holding
company. The holding company will be renamed Interstate Energy
Corporation ("Interstate Energy"). Under the terms of the Merger
Agreement, each outstanding share of IES common stock will be cancelled
and converted into the right to receive 1.14 shares of Interstate Energy
common stock and each outstanding share of IPC common stock will be
cancelled and converted into the right to receive 1.11 shares of
Interstate Energy common stock. The outstanding shares of WPLH common
stock will remain unchanged and outstanding as shares of Interstate Energy
common stock.

WPLH, IES and IPC held separate shareowner meetings on September 5,
1996. At these meetings, the shareowners of all three companies approved
the Merger Agreement. In addition to shareowner approval, approvals must
be secured from regulatory agencies at the federal and state level. The
merger partners currently expect the merger to be completed during 1997.

Following the merger, the Company will be a subsidiary of
Interstate Energy. The merger will not affect the separate corporate
existence of the Company nor will it impair the lien of the Company's
Indenture of Mortgage or Deed of Trust, dated August 1, 1941, securing its
First Mortgage Bonds or the rights and powers of the trustees or
debtholders thereunder.

USE OF PROCEEDS

The Company intends to use the net proceeds from the sale of the
Debt Securities offered hereby to repay indebtedness, including the
retirement, redemption or refinancing of existing series of the Company's
First Mortgage Bonds. Unless otherwise specified in the Prospectus
Supplement, any proceeds not used for the foregoing purpose will be added
to the general funds of the Company and used for general corporate
purposes.

RATIOS OF EARNINGS TO FIXED CHARGES

Set forth below are the ratios of earnings to fixed charges
(unaudited) for the Company for the twelve months ended March 31, 1997 and
for the last five years:

Twelve Months
Year Ended December 31,
Ended
March 31,
1997 1996 1995 1994 1993 1992

4.35 4.81 4.23 4.29 3.74 3.47

For the purpose of computing the ratios of earnings to fixed
charges, earnings have been calculated by adding to income before interest
expense, Federal and state income taxes and the estimated interest
component of rentals. Fixed charges represent interest expense,
amortization of debt discount, premium and expense and the estimated
interest component of rentals.

DESCRIPTION OF THE NEW BONDS

The term "Company" as used under this heading does not include its
subsidiaries. The properties of the Company's subsidiaries, which are not
material in the aggregate, are not subject to the lien of the First
Mortgage Indenture hereinafter referred to and do not constitute bondable
property under such First Mortgage Indenture.

General

The New Bonds will be issued by the Company under the Indenture of
Mortgage or Deed of Trust, dated August 1, 1941, executed by the Company
to First Wisconsin Trust Company (now known as Firstar Trust Company) and
George B. Luhman (Gene E. Ploeger being now the individual trustee under
said Indenture), as Trustees (collectively, the "First Mortgage Trustee"),
as amended by the several indentures supplemental thereto heretofore
executed and as to be further amended and supplemented by one or more
supplemental indentures creating the series in which the New Bonds are to
be issued (said Indenture, as so amended, being herein called the "First
Mortgage Indenture").

The following statements, unless the context otherwise indicates,
are brief summaries of the substance or general effect of certain
provisions of the First Mortgage Indenture, which is filed with the
Commission as an exhibit to the Registration Statement for the Debt
Securities. Such statements are not complete and are qualified in their
entirety by reference to the First Mortgage Indenture. The specific
references below are to provisions of the First Mortgage Indenture.

Terms

Reference is made to the Prospectus Supplement relating to any
series of the New Bonds for the following terms thereof, among others:
(a) the title or designation of the New Bonds; (b) the date of the New
Bonds; (c) the date or dates on which the New Bonds may mature; (d) the
rate or rates (which may be fixed or variable) per annum at which the New
Bonds will bear interest, if any, and the date from which such interest,
if any, will accrue; (e) the times at which any such interest will be
payable; (f) any provisions governing redemption, medium of payment and
sinking funds or analogous funds; and (g) any limit on the aggregate
principal amount of the New Bonds. (Article I, Section 1)

Unless otherwise indicated in the Prospectus Supplement relating
thereto, (a) the New Bonds are to be issuable only in definitive fully
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000; (b) the transfer and exchange of the New Bonds will
be made without charge, except for any stamp tax or other governmental
charge; and (c) the New Bonds will be transferable and exchangeable in
Milwaukee, Wisconsin or New York, New York.

The New Bonds of a series may be issued in whole or in part in the
form of one or more global bonds that will be deposited with, or on behalf
of, a depositary identified in the Prospectus Supplement relating to the
series. The specific terms of the depositary arrangement with respect to
any global bonds of a series will be described in the Prospectus
Supplement relating to the series. See "Book- Entry Only System."

Maintenance and Repair

For all series of First Mortgage Bonds issued prior to the bonds of
Series W (the "Series W Bonds"), the First Mortgage Indenture provides
that during each year such previously issued bonds are outstanding the
Company will expend, and certify to the First Mortgage Trustee, amounts
aggregating not less than 15% of the gross operating revenues (less the
cost of power, gas and water purchased for exchange or resale) derived
during such year from the operation of the physical properties on which
the First Mortgage Indenture is a lien, for (a) maintenance and repair of
such properties, (b) bondable property on which the First Mortgage
Indenture is a first mortgage lien, and/or (c) retirement of bonds; or
will deposit with the First Mortgage Trustee cash to the extent of any
deficiency in such amount, after applying any available credit for unused
excess expenditures made for those purposes in any prior year. Such cash
may be withdrawn to the extent of 100% of net expenditures or excess gross
expenditures for bondable property, or applied to the redemption of bonds
if then redeemable or to the purchase of bonds. (Article VII, Section 1)
The supplemental indenture, dated March 1, 1992, creating the Series W
Bonds amended the First Mortgage Indenture to delete the covenant
requiring the annual expenditure of at least 15% of the Company's gross
operating revenues as described above for all subsequently issued bonds
beginning with the Series W Bonds (including the New Bonds) and, as a
result, the Company will be required to comply with such covenant for so
long as bonds issued prior to the Series W Bonds remain outstanding or
until the holders of the requisite principal amount of the previously
issued bonds consent to such amendment.

The First Mortgage Indenture also provides that (a) the Company
shall maintain the mortgaged properties in good repair and working order;
(b) the First Mortgage Trustee may, and if requested by holders of a
majority in principal amount of all outstanding bonds and furnished with
the necessary funds therefor shall, cause such properties to be inspected
by an independent engineer (not more often than at five-year intervals) to
determine whether they have been so maintained and whether any property,
not retired on the books, should be classified as retired for the purpose
(among others) of computing "net expenditures" for bondable property; and
(c) the Company shall make good any deficiency in maintenance disclosed by
such engineer's report as rendered or as modified by arbitration.
(Article III, Sections 7 and 8)

Security

The New Bonds will be secured by the lien of the First Mortgage
Indenture and will rank pari passu with all bonds at any time outstanding
under the First Mortgage Indenture, except as to differences between
series permitted by the First Mortgage Indenture and not affecting the
rank of the lien. The First Mortgage Indenture constitutes a first
mortgage lien, subject only to permitted encumbrances and liens, as
defined, on all or substantially all the permanent fixed properties (other
than excepted property) now owned by the Company. (Granting Clause and
Excepted Property Clause) The First Mortgage Indenture contains
provisions subjecting "after-acquired property" (other than excepted
property) to the lien thereof. (Granting Clause) However, the priority
of the lien on "after-acquired property" would date from the filing or
recording of a subsequent instrument confirming of record that such
property is subject to the lien. In addition, such provisions might not
be effective as to property acquired, and as to certain rents, issues and
products accruing, subsequent to the filing of any case with respect to
the Company under the Federal Bankruptcy Code. The First Mortgage
Indenture excepts from the lien thereof all cash, securities, accounts and
bills receivable, choses in action and certain judgments not deposited or
pledged with the First Mortgage Trustee, all tangible personal property
held for sale, rental or consumption in the ordinary course of business,
the last day of each term under any lease of property, all gas, oil and
other minerals upon or under any real estate subject thereto, and certain
real estate described therein.

The First Mortgage Indenture does not prevent a merger or
consolidation of the Company, a sale by the Company of all or
substantially all of its assets, a recapitalization of the Company or
other comparable transaction as long as the lien of the First Mortgage
Indenture is preserved on the property then subject to such lien. The
First Mortgage Indenture also does not restrict the amount of unsecured
debt (including, without limitation, Debentures) the Company can incur.
Other than the security afforded by the lien of the First Mortgage
Indenture and the restrictions on the issuance of additional bonds
described below, there are no covenants or provisions of the First
Mortgage Indenture which provide protection to bondholders in the event of
a highly leveraged transaction involving the Company.

Release and Substitution of Property

The Company may sell or otherwise dispose of property subject to
the lien of the First Mortgage Indenture, and the First Mortgage Trustee
shall release such property from the lien of the First Mortgage Indenture,
upon receipt by the First Mortgage Trustee, or the trustee under any
mortgage constituting a prior lien on such property, of any money and/or
purchase money obligations received by the Company in consideration for
such property in an amount not less than the fair value of such property.
(Article VIII, Section 2)

Issuance of Additional Bonds

The First Mortgage Indenture does not fix an overall limitation on
the total principal amount of bonds that may be issued or outstanding
thereunder, but limits the principal amount of bonds of each presently
outstanding series that may be so outstanding.

Additional bonds currently may be issued from time to time under
the First Mortgage Indenture, subject to the terms thereof, in a principal
amount not to exceed: (a) 60% of "net expenditures" made for bondable
property (as defined) constructed or acquired by the Company on or after
August 1, 1941, and on which the First Mortgage Indenture is a first
mortgage lien, subject only to permitted encumbrances and liens and
prepaid liens, as defined; (b) the principal amount of bonds, previously
authenticated under the First Mortgage Indenture, which have been retired
or for the retirement of which the First Mortgage Trustee holds the
necessary funds, other than certain bonds retired through the operation of
the debt retirement or the maintenance and repair provisions of the First
Mortgage Indenture; and/or (c) the amount of cash deposited with the First
Mortgage Trustee for that purpose, which cash may be applied to the
retirement of bonds or may be withdrawn in lieu of the authentication of
an equal principal amount of bonds under the First Mortgage Indenture
provisions referred to in clauses (a) and (b). (Article II, Sections 2, 3
and 4) Bondable property means, in general, any electric, gas or water
utility plant, property or equipment constructed or acquired by the
Company on or after August 1, 1941, and used or useful in such utility
business. "Net expenditures" for bondable property are determined as
provided in the First Mortgage Indenture. In connection with the issuance
of the Series W Bonds, the supplemental indenture creating such bonds
amended the First Mortgage Indenture to allow for the issuance of
additional bonds based on 70% of net expenditures made for bondable
property as compared with the current 60%. Notwithstanding the amendment
effected by the supplemental indenture creating the Series W Bonds, the
60% limitation will continue to govern the issuance of additional bonds
for so long as bonds issued prior to the Series W Bonds remain outstanding
or until the holders of the requisite principal amount of the previously
issued bonds consent to such amendment.

No additional bonds may be authenticated under the First Mortgage
Indenture provisions referred to in clauses (a) and (c) above, and no
bonds bearing a higher rate of interest than the bonds for the retirement
of which they are to be issued may be authenticated under the First
Mortgage Indenture provisions referred to in clause (b) above more than
five years before the maturity of the bonds to be retired, unless, in each
case, the net earnings of the Company for 12 consecutive months ending
within 90 days next preceding such authentication were at least equal to
twice the interest for one year on (i) all the bonds to be outstanding
under the First Mortgage Indenture immediately after such authentication,
other than those for the retirement of which the necessary funds are held
by the First Mortgage Trustee, and (ii) all other indebtedness secured by
an equal or prior lien on any part of the Company's property. "Net
earnings" for any period means the total gross earnings and income of the
Company, less all of its operating expenses (including depreciation and
taxes other than taxes measured by income) for the period, computed as
provided in the First Mortgage Indenture. (Article II, Section 5)

Modification of First Mortgage Indenture

The First Mortgage Indenture may not be amended without the consent
of bondholders, except for certain limited purposes therein provided.
Such purposes include, among others, (a) any change of the provisions of
the First Mortgage Indenture provided that such change be made effective
only with respect to bonds authenticated after the execution of the
supplemental indenture effecting such change and only if it would not
adversely affect the bonds then outstanding under the First Mortgage
Indenture and (b) any other change not inconsistent with the terms and
which would not impair the security of the First Mortgage Indenture.
(Article XVI, Section 1)

By supplemental indenture dated May 15, 1978, the First Mortgage
Indenture was amended, effective upon the retirement or redemption, or
with the consent of the holders, of all outstanding bonds of all series
issued prior to the bonds of Series R, to provide that, with the consent
of the holders of not less than 66-2/3% in principal amount of bonds then
outstanding, the First Mortgage Indenture may be amended in any respect,
except that without the consent of the holder of each outstanding bond
affected thereby no such amendment shall, among other things, (a) extend
the time for, reduce or otherwise affect the terms of payment of the
principal of or interest or premium on any bond, (b) permit the creation
of any lien ranking prior to or on a parity with the lien of the First
Mortgage Indenture, other than permitted encumbrances and liens or prepaid
liens, (c) reduce the percentage in principal amount of bonds the consent
of the holders of which is required for any such amendment, (d) impair the
right of any bondholder to institute suit for the enforcement of any
payment in respect of such bondholder's bonds or (e) deprive any
non-consenting bondholder of a lien upon the mortgaged property for the
security of such bondholder's bonds. (Article XVIII)

Other First Mortgage Indenture Provisions

The First Mortgage Indenture provides in effect, with respect to
(a) bondholders' rights to direct the First Mortgage Trustee to take
action thereunder, (b) defaults thereunder and notice to bondholders with
respect thereto and (c) compliance with First Mortgage Indenture
provisions, as follows:

(1) Holders of a majority in principal amount of the bonds secured
by the First Mortgage Indenture have the right to direct the time, method
and place of conducting proceedings for remedies available to, or
exercising any trust or power of, the First Mortgage Trustee. However,
the First Mortgage Trustee may decline to follow such directions under
certain circumstances specified in the First Mortgage Indenture, and is
not required to exercise powers of entry or sale under the First Mortgage
Indenture. (Article X, Section 12)

(2) A "default" or an "event of default" means: (a) failure to
pay the principal of any bond secured by the First Mortgage Indenture when
due at maturity or otherwise; (b) failure to pay bond interest within 60
days after its due date; (c) failure to pay the principal of, or interest
on, any prior lien bond, continued beyond the default period (if any)
specified in the lien securing such bond; (d) failure of the Company for
90 days after written demand to comply with any other covenant or
condition in the First Mortgage Indenture or in any such bond or any prior
lien or bond secured thereby; or (e) the occurrence of certain events of
bankruptcy, insolvency, assignment or receivership in respect to the
Company. (Article X, Section 1) The First Mortgage Trustee may withhold
giving notice to bondholders of defaults (other than any default in
payment of interest, principal or sinking or purchase fund installment in
respect of any bond secured by the First Mortgage Indenture) if it
determines in good faith that such withholding is in the interests of the
bondholders. (Article XV, Section 2) Upon default, the First Mortgage
Trustee may, and upon written notice from the holders of a majority in
principal amount of bonds then outstanding shall, declare the principal of
all bonds secured by the First Mortgage Indenture to be immediately due
and payable. (Article X, Section 4) Upon certain terms and conditions,
the declaration of acceleration may be rescinded and waived.

(3) The Company shall furnish to the First Mortgage Trustee
certificates of officers and engineers and, in certain cases, of
accountants in connection with the authentication of bonds, withdrawal of
money, release of property and other matters, and opinions of counsel as
to the lien of the First Mortgage Indenture and other matters. No
periodic evidence is required to be filed with the First Mortgage Trustee
as to the absence of defaults; and no such evidence is required to be
filed as to compliance with the terms of the First Mortgage Indenture,
except for the filing annually of certificates with respect to the
satisfaction of the maintenance and renewal and the debt retirement
provisions of the First Mortgage Indenture and of an opinion of counsel
with respect to the lien of the First Mortgage Indenture.

Relationships with the First Mortgage Trustee

The Company maintains general checking accounts with several banks
which are affiliates of the First Mortgage Trustee. The Company has $10
million in lines of credit with such banks, which are part of $70 million
in lines of credit maintained with various banks. In addition, the
Company and its parent, WPLH, each maintain short-term borrowing
agreements with the First Mortgage Trustee pursuant to which the Company
and WPLH may borrow up to $50 million and $50 million, respectively.
Judith D. Pyle, a Director of the Company, is a Director of the First
Mortgage Trustee's parent corporation, Firstar Corporation.

DESCRIPTION OF THE DEBENTURES

The Debentures will be issued in one or more series under the
Indenture, dated as of June 20, 1997 (the "Unsecured Debt Indenture"),
between the Company and Firstar Trust Company, as Trustee (the "Unsecured
Debt Trustee"), which is filed as an exhibit to the Registration Statement
for the Debt Securities. The following summaries of certain provisions of
the Unsecured Debt Indenture and the Debentures do not purport to be
complete and are subject to, and qualified in their entirety by reference
to, all of the provisions of the Unsecured Debt Indenture and any
Officers' Certificates or supplemental indentures relating thereto,
including the definitions therein of certain terms. Whenever particular
Sections or defined terms of the Unsecured Debt Indenture are referred to
herein or in a Prospectus Supplement, such Sections or defined terms are
incorporated by reference herein or therein, as the case may be.

The term "Securities," as used under this heading, refers to all
Securities issued under the Unsecured Debt Indenture and includes the
Debentures.

General

The Unsecured Debt Indenture does not limit the amount of
Securities that can be issued thereunder and provides that the Securities
may be issued from time to time in one or more series pursuant to the
terms of one or more Officers' Certificates or supplemental indentures
creating such series. As of the date of this Prospectus, there were no
Securities outstanding under the Unsecured Debt Indenture. The Debentures
will be unsecured and will rank on a parity with all other unsecured and
unsubordinated debt of the Company. Although the Unsecured Debt Indenture
provides for the possible issuance of Securities in other forms or
currencies, the only Securities covered by this Prospectus will be
Securities denominated in U.S. dollars in registered form without coupons.

Substantially all of the permanent fixed properties of the Company
are subject to the lien of the First Mortgage Indenture under which the
Company's First Mortgage Bonds are outstanding. See "Description of the
New Bonds."

Terms

Reference is made to the Prospectus Supplement relating to any
series of the Debentures for the following terms thereof, among others:
(a) the title or designation, aggregate principal amount, currency or
composite currency and denominations of the Debentures; (b) the price at
which the Debentures will be issued and, if an index formula or other
method is used, the method for determining amounts of principal or
interest; (c) the maturity date and other dates, if any, on which
principal will be payable; (d) the rate or rates (which may be fixed or
variable) per annum at which the Debentures will bear interest, if any;
(e) the date or dates from which interest will accrue and on which
interest will be payable, and the record dates for the payment of
interest; (f) the manner of paying principal and interest; (g) the place
or places where principal and interest will be payable; (h) the terms of
any mandatory or optional redemption by the Company; (i) the terms of any
redemption at the option of Holders; (j) whether the Debentures are to be
issuable as registered Securities, bearer Securities, or both, and whether
and upon what terms any registered Securities may be exchanged for bearer
Securities and vice versa; (k) whether the Debentures are to be
represented in whole or in part by a Security in global form and, if so,
the terms thereof and the identity of the depositary for any global
Security; (l) any tax indemnity provisions; (m) if the Debentures provide
that payments of principal or interest may be made in a currency other
than that in which Debentures are denominated, the manner for determining
such payments; (n) the portion of principal payable upon acceleration of a
Discounted Security (as defined below); (o) whether and upon what terms
Debentures may be defeased; (p) whether the covenant referred to below
under "Certain Covenants--Limitations on Liens" applies, and any events of
default or restrictive covenants in addition to or in lieu of those set
forth in the Unsecured Debt Indenture; (q) provisions for electronic
issuance of Debentures or for Debentures in uncertificated form; and (r)
any additional provisions or other special terms not inconsistent with the
provisions of the Unsecured Debt Indenture, including any terms that may
be required or advisable under United States or other applicable laws or
regulations, or advisable in connection with the marketing of the
Debentures. (Section 2.01)

The Securities of a series may be issued in whole or in part in the
form of one or more global Securities that will be deposited with, or on
behalf of, a depositary identified in the Prospectus Supplement relating
to the series. Global Securities may be issued in registered, bearer or
uncertificated form and in either temporary or permanent form. Unless and
until it is exchanged in whole or in part for Securities in definitive
form, a global Security may not be transferred except as a whole by the
depositary to a nominee or a successor depositary. (Section 2.12) The
specific terms of the depositary arrangement with respect to any
Securities of a series will be described in the Prospectus Supplement
relating to the series. See "Book-Entry Only System."

Securities of any series may be issued as registered Securities,
bearer Securities or uncertificated Securities, as specified in the terms
of the series. (Section 2.01) Unless otherwise indicated in the
Prospectus Supplement, registered Securities will be issued in
denominations of $1,000 and whole multiples thereof and bearer Securities
will be issued in denominations of $5,000 and whole multiples thereof.
One or more global Securities will be issued in a denomination or
aggregate denominations equal to the aggregate principal amount of
outstanding Securities of the series to be represented by such global
Security or Securities. (Section 2.12)

In connection with its original issuance, no bearer Security will
be offered, sold, resold, or mailed or otherwise delivered to any location
in the United States and a bearer Security in definitive form may be
delivered in connection with its original issuance only if the person
entitled to receive the bearer Security furnishes certification as
described in United States Treasury regulation section
1.163-5(c)(2)(i)(D)(3). (Section 2.04)

For purposes of this Prospectus, unless otherwise indicated,
"United States" means the United States of America (including the States
thereof and the District of Columbia), its territories and possessions and
all other areas subject to its jurisdiction. "United States person" means
a citizen or resident of the United States, any corporation, partnership
or other entity created or organized in or under the laws of the United
States or a political subdivision thereof or any estate or trust the
income of which is subject to United States Federal income taxation
regardless of its source. Any special United States Federal income tax
considerations applicable to bearer Securities will be described in the
Prospectus Supplement relating thereto.

To the extent set forth in the Prospectus Supplement, except in
special circumstances set forth in the Unsecured Debt Indenture, principal
and interest on bearer Securities will be payable only upon surrender of
bearer Securities and coupons at a paying agency of the Company located
outside of the United States. During any period thereafter for which it
is necessary in order to conform to United States tax law or regulations,
the Company will maintain a paying agent outside the United States to
which the bearer Securities and coupons may be presented for payment and
will provide the necessary funds therefor to the paying agent upon
reasonable notice. (Section 2.04)

Registration of transfer of registered Securities may be requested
upon surrender thereof at any agency of the Company maintained for that
purpose and upon fulfillment of all other requirements of the agent.
(Sections 2.03 and 2.07) Bearer Securities and the coupons related
thereto will be transferable by delivery.

Securities may be issued under the Unsecured Debt Indenture as
Discounted Securities to be offered and sold at a substantial discount
from the principal amount thereof. Special United States Federal income
tax and other considerations applicable thereto will be described in the
Prospectus Supplement relating to such Discounted Securities. "Discounted
Security" means a Security where the amount of principal due upon
acceleration is less than the stated principal amount of such Security.

Certain Covenants

The Debentures will not be secured by any properties or assets and
will represent unsecured debt of the Company. The Unsecured Debt
Indenture does not limit the amount of unsecured debt that the Company can
incur. As indicated under "General" above, substantially all of the
permanent fixed properties of the Company are subject to the lien of the
First Mortgage Indenture securing the Company's First Mortgage Bonds.

As discussed below, the Unsecured Debt Indenture includes certain
limitations on the Company's ability to create liens. Such limitations
will apply if the Officers' Certificate or supplemental indenture
establishing the terms of a series so provides. If applicable, the
limitations are subject to a number of qualifications and exceptions. The
Unsecured Debt Indenture does not limit the Company's ability to issue
additional First Mortgage Bonds or to enter into sale and leaseback
transactions.

The covenant described below will apply if so indicated in a
Prospectus Supplement. Any obligations under the Unsecured Debt Indenture
are subject to termination upon defeasance. See "Legal Defeasance and
Covenant Defeasance" below. Also, unless otherwise indicated in a
Prospectus Supplement, the Unsecured Debt Indenture does not afford
holders of the Securities protection in the event of a highly leveraged or
other transaction involving the Company that may adversely affect holders
of the Securities.

Limitations on Liens. The Unsecured Debt Indenture provides that,
so long as there remain outstanding any Securities of any series to which
this limitation applies, and subject to termination as referred to above,
the Company will not, and will not permit any Subsidiary to, create or
suffer to be created or to exist any mortgage, pledge, security interest,
or other lien (collectively, "Lien") on any of its properties or assets
now owned or hereafter acquired to secure any indebtedness, without making
effective provision whereby the Securities of such series shall be equally
and ratably secured. This restriction does not apply to or prevent the
creation or existence of (a) the First Mortgage Indenture securing the
Company's First Mortgage Bonds or any indenture supplemental thereto
subjecting any property to the Lien thereof or confirming the Lien thereof
upon any property, whether owned before or acquired after the date of the
Unsecured Debt Indenture; (b) Liens on property existing at the time of
acquisition or construction of such property (or created within one year
after completion of such acquisition or construction), whether by
purchase, merger, construction or otherwise (or on the property of a
Subsidiary at the date it became a Subsidiary), or to secure the payment
of all or any part of the purchase price or construction cost thereof,
including the extension of any such Liens to repairs, renewals,
replacements, substitutions, betterments, additions, extensions and
improvements then or thereafter made on the property subject thereto; (c)
any extensions, renewals or replacements (or successive extensions,
renewals or replacements), in whole or in part, of Liens (including,
without limitation, the First Mortgage Indenture) permitted by the
foregoing clauses (a) and (b); (d) the pledge of any bonds or other
securities at any time issued under any of the Liens permitted by clauses
(a), (b) or (c) above; or (e) Permitted Encumbrances. (Section 4.07)

"Permitted Encumbrances" include, among other items, (a) the pledge
or assignment in the ordinary course of business of electricity, gas
(either natural or artificial) or steam, accounts receivable or customers'
installment paper, (b) Liens affixing to property of the Company or a
Subsidiary at the time a Person consolidates with or merges into, or
transfers all or substantially all of its assets to, the Company or a
Subsidiary, provided that in the opinion of the Board of Directors of the
Company or Company management (evidenced by a certified Board resolution
or an Officers' Certificate delivered to the Unsecured Debt Trustee) the
property acquired pursuant to the consolidation, merger or asset transfer
is adequate security for the Lien; and (c) Liens or encumbrances not
otherwise permitted if, at the incurrence of and after giving effect
thereto, the aggregate of all obligations of the Company and its
Subsidiaries secured thereby does not exceed 10% of Tangible Net Worth.
"Tangible Net Worth" means (i) common stockholders' equity appearing on
the most recent balance sheet of the Company (or consolidated balance
sheet of the Company and its Subsidiaries if the Company then has one or
more consolidated Subsidiaries) prepared in accordance with generally
accepted accounting principles less (ii) intangible assets (excluding
intangible assets recoverable through rates as prescribed by applicable
regulatory authorities). (Section 4.06)

Further, this restriction will not apply to or prevent the creation
or existence of leases made, or existing on property acquired, in the
ordinary course of business. (Section 4.07)

Other Covenants. Any other restrictive covenants which may apply
to a particular series of Securities will be described in the Prospectus
Supplement relating thereto.

Successor Obligor

The Unsecured Debt Indenture provides that, unless otherwise
specified in the Officers' Certificate or supplemental indenture
establishing a series of Securities, the Company will not consolidate with
or merge into, or transfer all or substantially all of its assets to, any
Person, unless (a) the Person is organized under the laws of the United
States or a State thereof; (b) the Person assumes by supplemental
indenture all the obligations of the Company under the Unsecured Debt
Indenture, the Securities and any coupons; and (c) immediately after the
transaction no Default (as defined) exists. The successor will be
substituted for the Company, and thereafter all obligations of the Company
under the Unsecured Debt Indenture, the Securities and any coupons shall
terminate. (Section 5.01)

Exchange of Securities

Registered Securities may be exchanged for an equal aggregate
principal amount of registered Securities of the same series and date of
maturity in such authorized denominations as may be requested upon
surrender of the registered Securities at an agency of the Company
maintained for such purpose and upon fulfillment of all other requirements
of the agent. (Section 2.07)

To the extent permitted by the terms of a series of Securities
authorized to be issued in registered form and bearer form, bearer
Securities may be exchanged for an equal aggregate principal amount of
registered or bearer Securities of the same series and date of maturity in
such authorized denominations as may be requested upon surrender of the
bearer Securities with all unpaid coupons relating thereto (except as may
otherwise be provided in the Securities) at an agency of the Company
maintained for such purpose and upon fulfillment of all other requirements
of the agent. (Section 2.07) As of the date of this Prospectus, it is
expected that the terms of a series of Securities will not permit
registered Securities to be exchanged for bearer Securities.

Defaults and Remedies

Unless the Officers' Certificate or supplemental indenture
establishing the series otherwise provides, an "Event of Default" with
respect to a series of Securities will occur if:

(1) the Company defaults in any payment of interest on any
Securities of the series when the same becomes due and payable and the
Default continues for a period of 60 days;

(2) the Company defaults in the payment of the principal of any
Securities of the series when the same becomes due and payable at
maturity or upon redemption, acceleration or otherwise;

(3) the Company defaults in the payment or satisfaction of any
sinking fund obligation with respect to any Securities of a series as
required by the Officers' Certificate or supplemental indenture
establishing such series and the Default continues for a period of 60
days;

(4) the Company defaults in the performance of any of its other
agreements applicable to the series and the Default continues for 90
days after the notice specified below;

(5) the Company pursuant to or within the meaning of any
Bankruptcy Law:

(a) commences a voluntary case,

(b) consents to the entry of an order for relief against it
in an involuntary case,

(d) makes a general assignment for the benefit of its
creditors;

(6) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:

(a) is for relief against the Company in an involuntary case,

(b) appoints a Custodian for the Company or for all or
substantially all of its property, or

(7) there occurs any other Event of Default provided for in the
series. (Section 6.01)

The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or State law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or a similar official
under any Bankruptcy Law. (Section 6.01)

"Default" means any event which is, or after notice or passage of
time would be, an Event of Default. A Default under subparagraph (4)
above is not an Event of Default until the Unsecured Debt Trustee or the
Holders of at least 25% in principal amount of the series notify the
Company of the Default and the Company does not cure the Default within
the time specified after receipt of the notice. (Section 6.01) The
Unsecured Debt Trustee may require indemnity reasonably satisfactory to it
before it enforces the Unsecured Debt Indenture or the Securities of the
series. (Section 7.01) Subject to certain limitations, Holders of a
majority in principal amount of the Securities of the series may direct
the Unsecured Debt Trustee in its exercise of any trust or power.
(Section 6.05) The Unsecured Debt Trustee may withhold from
Securityholders of the series notice of any continuing Default (except a
Default in payment of principal or interest) if it in good faith
determines that withholding notice is in their interest. (Section 7.04)
The Company is required to furnish the Unsecured Debt Trustee, not less
than annually, a brief certificate as to the Company's compliance with all
conditions and covenants under the Unsecured Debt Indenture. (Section
4.04)

The failure to redeem any Securities subject to a Conditional
Redemption (as defined) is not an Event of Default if any event on which
such redemption is so conditioned does not occur before the redemption
date. (Section 6.01)

The Unsecured Debt Indenture does not have a cross-default
provision. Thus, a default by the Company on any other debt would not
constitute an Event of Default.

Amendments and Waivers

The Unsecured Debt Indenture and the Securities or any coupons of
the series may be amended, and any default may be waived as follows: The
Securities and the Unsecured Debt Indenture may be amended with the
consent of the Holders of not less than a majority in aggregate principal
amount of the Securities of all series affected voting as one class.
(Section 9.02) A Default on a series may be waived with the consent of
the holders of a majority in principal amount of the Securities of the
series. (Section 6.04) However, without the consent of each
Securityholder affected, no amendment or waiver may (a) reduce the amount
of Securities whose Holders must consent to an amendment or waiver, (b)
reduce the interest on or change the time for payment of interest on any
Security, (c) change the stated maturity of any Security, (d) reduce the
principal of any non-Discounted Security or reduce the amount of principal
of any Discounted Security that would be due on acceleration thereof, (e)
change the currency in which principal or interest on a Security is
payable, or (f) waive any Default in payment of interest on or principal
of a Security. (Sections 6.04 and 9.02) Without the consent of any
Securityholder, the Unsecured Debt Indenture, the Securities or any
coupons may be amended to cure any ambiguity, omission, defect or
inconsistency; to provide for assumption of Company obligations to
Securityholders in the event of a merger or consolidation requiring such
assumption; to provide that specific provisions of the Unsecured Debt
Indenture shall not apply to a series of Securities not previously issued;
to create a series and establish its terms; to provide for a separate
Unsecured Debt Trustee for one or more series; or to make any change that
does not materially adversely affect the rights of any Securityholder.
(Section 9.01)

Legal Defeasance and Covenant Defeasance

Securities of a series may be defeased in accordance with their
terms and, unless the Officers' Certificate or supplemental indenture
establishing the terms of the series otherwise provides, as set forth
below. The Company at any time may terminate as to a series all of its
obligations (except for certain obligations, including obligations with
respect to the defeasance trust and obligations to register the transfer
or exchange of a Security, to replace destroyed, lost or stolen Securities
and coupons and to maintain agencies in respect of the Securities) with
respect to the Securities of the series and any related coupons and the
Unsecured Debt Indenture ("legal defeasance"). The Company at any time
may terminate as to a series its obligations with respect to the
Securities and coupons of the series under the covenant described under
"Certain Covenants--Limitations on Liens" and any other restrictive
covenants which may be applicable to a particular series ("covenant
defeasance").

The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. If
the Company exercises its legal defeasance option, a series may not be
accelerated because of an Event of Default. If the Company exercises its
covenant defeasance option, a series may not be accelerated by reference
to the covenant described under "Certain Covenants--Limitations on Liens"
or any other restrictive covenants which may be applicable to a particular
series. (Section 8.01)

To exercise either defeasance option as to a series, the Company
must deposit in trust (the "defeasance trust") with the Unsecured Debt
Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the Securities of the series to
redemption or maturity and must comply with certain other conditions. In
particular, the Company must obtain an opinion of tax counsel that the
defeasance will not result in recognition of any gain or loss to Holders
for Federal income tax purposes. "U.S. Government Obligations" are direct
obligations of the United States of America which have the full faith and
credit of the United States of America pledged for payment and which are
not callable at the issuer's option, or certificates representing an
ownership interest in such obligations. (Section 8.02)

Regarding the Unsecured Debt Trustee

Firstar Trust Company will act as Unsecured Debt Trustee and
Registrar for Securities issued under the Unsecured Debt Indenture and,
unless otherwise indicated in a Prospectus Supplement, the Unsecured Debt
Trustee will also act as Transfer Agent and Paying Agent with respect to
the Securities. (Section 2.03) The Company may remove the Unsecured Debt
Trustee with or without cause if the Company so notifies the Unsecured
Debt Trustee six months in advance and if no Default occurs during the
six-month period. (Section 7.07) The Unsecured Debt Trustee is also one
of the trustees under the First Mortgage Indenture for the Company's First
Mortgage Bonds, including the New Bonds, and provides services for the
Company and certain affiliates, including WPLH. See "Description of the
New Bonds--Relationships with the First Mortgage Trustee."

BOOK-ENTRY ONLY SYSTEM

The Debt Securities of any series may be issued initially in the
form of one or more global securities under a book-entry only system
operated by a securities depositary. Unless otherwise specified in the
Prospectus Supplement, the Depository Trust Company ("DTC") will act as
securities depositary for the Debt Securities, which would be registered
in the name of CEDE & Co., as registered securityholder and nominee for
DTC. Individual purchases of Book-Entry Interests (as herein defined) in
any such Debt Securities will be made in book-entry form. Purchasers of
Book-Entry Interests in such Debt Securities will not receive certificates
representing their interests in such Debt Securities. So long as CEDE &
Co., as nominee of DTC, is the securityholder, references herein to
holders of the Debt Securities or registered owners will mean CEDE & Co.,
rather than the owners of Book-Entry Interests in Debt Securities.

DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code
and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act. DTC holds securities deposited by its
participants (the "DTC Participants") and facilitates the settlement of
securities transactions among DTC Participants in such securities through
electronic computerized book-entry changes in accounts of the DTC
Participants, thereby eliminating the need for physical movement of
securities certificates. Direct DTC Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations, some of whom (including, possibly, the
underwriters with respect to the Debt Securities), together with the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc., own DTC. Access to the
DTC system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a
custodial relationship with a DTC Participant, either directly or
indirectly (the "Indirect Participants").

DTC Participants purchasing Book-Entry Interests (as defined below)
in any Debt Securities will not receive certificates. Each DTC
Participant will receive a credit balance in the records of DTC in the
amount of such DTC Participant's interest in such Debt Securities, which
will be confirmed in accordance with DTC's standard procedures. The
ownership interest of each actual purchaser of a Book-Entry Interest in a
Debt Security (the "Book-Entry Interests") will be recorded through the
records of the DTC Participant or through the records of the Indirect
Participant. Owners of Book-Entry Interests should receive from the DTC
Participant or Indirect Participant a written confirmation of their
purchase providing details of the Book-Entry Interests acquired.
Transfers of Book-Entry Interests will be accomplished by book entries
made by the DTC Participants or Indirect Participants who act on behalf of
the owners of Book-Entry Interests. Owners of Book-Entry Interests will
not receive certificates representing their ownership of Book-Entry
Interests with respect to any Debt Securities except as described below
upon the resignation of DTC.

Under the First Mortgage Indenture and the Unsecured Debt
Indenture, payments made by the respective Trustee to DTC or its nominee
will satisfy the Company's obligations under the First Mortgage Indenture
or the Unsecured Debt Indenture, as the case may be, to the extent of the
payments so made. Owners of Book-Entry Interests will not be or be
considered by the Company or the respective Trustee to be, and will not
have any rights as, holders of New Bonds under the First Mortgage
Indenture or Debentures under the Unsecured Debt Indenture, as the case
may be.

NEITHER THE COMPANY NOR THE TRUSTEES UNDER THE FIRST MORTGAGE
INDENTURE AND UNSECURED DEBT INDENTURE WILL HAVE ANY RESPONSIBILITY OR
OBLIGATION TO ANY DTC PARTICIPANT, INDIRECT PARTICIPANT OR ANY OWNER OF A
BOOK-ENTRY INTEREST OR ANY OTHER PERSON NOT SHOWN ON THE REGISTRATION
BOOKS OF SUCH TRUSTEE AS BEING A HOLDER OF DEBT SECURITIES WITH RESPECT
TO: (1) ANY NEW BONDS OR DEBENTURES, AS THE CASE MAY BE; (2) THE ACCURACY
OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT OR INDIRECT
PARTICIPANT; (3) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OR INDIRECT
PARTICIPANT OF ANY AMOUNT DUE TO ANY OWNER OF A BOOK-ENTRY INTEREST IN
RESPECT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON SUCH DEBT
SECURITIES; (4) THE DELIVERY BY DTC OR ANY DTC PARTICIPANT OR INDIRECT
PARTICIPANT OF ANY NOTICE TO ANY OWNER OF A BOOK-ENTRY INTEREST WHICH IS
REQUIRED OR PERMITTED UNDER THE TERMS OF THE FIRST MORTGAGE INDENTURE OR
UNSECURED DEBT INDENTURE TO BE GIVEN TO HOLDERS OF NEW BONDS OR
DEBENTURES, RESPECTIVELY; (5) THE SELECTION OF THE OWNERS OF A BOOK-ENTRY
INTEREST TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF ANY
DEBT SECURITIES; OR (6) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR
ITS NOMINEE AS HOLDER OF DEBT SECURITIES.

Principal and redemption price of, and interest payments on, Debt
Securities registered in the name of DTC or its nominee will be made to
DTC or such nominee, as registered owner of such Debt Securities. DTC is
responsible for disbursing such payments to the appropriate DTC
Participants and such DTC Participants, and any Indirect Participants, are
in turn responsible for disbursing the same to the owners of Book-Entry
Interests. Unless it has reason to believe it will not receive payment,
DTC's current practice is to credit the accounts of the DTC Participants
on a payment date in accordance with their respective holdings shown on
the records of DTC. Payments by DTC Participants and Indirect
Participants to owners of Book-Entry Interests will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered
in "street name", and will be the responsibility of such DTC Participant
or Indirect Participant and not of DTC, the Company or the respective
Trustee, subject to any statutory and regulatory requirements as may be in
effect from time to time.

DTC Participants and Indirect Participants carry the "position" of
the ultimate Book-Entry Interest owner on their records, and will be
responsible for providing information to the ultimate Book-Entry Interest
owner as to the Debt Securities in which the Book-Entry Interest is held,
debt service payments received, and other information. Each person for
whom a DTC Participant or Indirect Participant acquires an interest in
Debt Securities, as nominee, may desire to make arrangements with such DTC
Participant or Indirect Participant to receive a credit balance in the
records of such DTC Participant or Indirect Participant, to have all
notices of redemption or other communications to or by DTC which may
affect such persons forwarded in writing by such DTC Participant or
Indirect Participant, and to have notification made of all debt service
payments.

Purchases, transfers and sales of Book-Entry Interests by the
ultimate Book-Entry Interest owners may be made through book entries made
by DTC Participants or Indirect Participants or others who act for the
ultimate Book-Entry Interest owner. The respective Trustee under the
First Mortgage Indenture and Unsecured Debt Indenture, the Company and the
underwriters, as such, have no role in those purchases, transfers or
sales.

Owners of Book-Entry Interests may be charged a sum sufficient to
cover any tax, fee, or other governmental charge that may be imposed in
relation to any transfer or exchange of a Book-Entry Interest.

Each Trustee will recognize and treat DTC (or any successor
securities depositary) or its nominee as the holder of Debt Securities
registered in its name or the name of its nominee for all purposes,
including payment of debt service, notices, enforcement of remedies and
voting. Under DTC's current practice, a proxy will be given to the DTC
Participants holding Book-Entry Interests in Debt Securities in connection
with any matter on which holders of such Debt Securities are asked to vote
or give their consent. Crediting of debt service payments and transmittal
of notices and other communications by DTC to DTC Participants, by DTC
Participants to Indirect Participants and by DTC Participants and Indirect
Participants to the ultimate Book-Entry Interest owners are the
responsibility of those persons and will be handled by arrangements among
them and are not the responsibility of either Trustee, the Company or any
underwriter, as such.

Each Trustee, so long as a book-entry system is used for any series
of Debt Securities, will send any notice of redemption and any other
notices required by the First Mortgage Indenture or Unsecured Debt
Indenture to be sent to holders of such New Bonds or Debentures,
respectively, only to DTC (or such successor securities depositary) or its
nominee. Any failure of DTC to advise any DTC Participant, or of any DTC
Participant or Indirect Participant to notify the Book-Entry Interest
owner, of any such notice and its content or effect will not affect the
validity of the redemption of the Debt Securities called for redemption,
or any other action premised on that notice. In the event of a call for
redemption, the Trustee's notification to DTC will initiate DTC's standard
call process, and, in the event of a partial call, its lottery process by
which the call will be randomly allocated to DTC Participants holding
positions in the Debt Securities to be redeemed. When DTC and DTC
Participants allocate the call for redemption, the owners of the Book-
Entry Interests that have been called should be notified by the broker or
other person responsible for maintaining the records of those interests
and subsequently credited by that person with the proceeds once such Debt
Securities are redeemed.

The Company, the Trustees under the First Mortgage Indenture and
the Unsecured Debt Indenture and any underwriter or agent cannot and do
not give any assurances that DTC, DTC Participants or others will
distribute payments of debt service on Debt Securities made to DTC or its
nominee as the registered owner, or any redemption or other notices, to
the Book-Entry Interest owners, or that they will do so on a timely basis,
or that DTC will serve and act in the manner described in this Prospectus.

The Company understands that the current "Rules" applicable to DTC
and DTC Participants are on file with the Commission, and that the current
"Procedures" of DTC to be followed in dealing with DTC Participants are on
file with DTC.

If DTC is at any time unwilling or unable to continue as
depositary, and a successor depositary is not appointed by the Company
within 90 days, the Company will issue individual certificates to owners
of Book-Entry Interests in exchange for the Debt Securities held by DTC or
its nominee, as the case may be. In such instance, an owner of a Book-
Entry Interest will be entitled to physical delivery of certificates equal
in principal amount to such Book-Entry Interest and to have such
certificates registered in its name. Individual certificates so issued
will be issued in denominations of $1,000 or any multiple thereof.

Neither the Company, the Trustees under the First Mortgage
Indenture and the Unsecured Debt Indenture nor any underwriter makes any
representation as to the accuracy of the above description of DTC's
business, organization and procedures, which is based upon information
furnished by DTC.

PLAN OF DISTRIBUTION

The Company may sell the Debt Securities in one or more of the
following ways: (a) through underwriters or dealers; (b) directly to a
limited number of purchasers or to a single purchaser; or (c) through
agents. The Prospectus Supplement with respect to each series of the Debt
Securities sets forth, among other things, the terms of the offering of
the Debt Securities, including the name or names of the underwriters,
dealers or agents, the purchase price of the Debt Securities and proceeds
to the Company from such sale, any underwriting discounts and other items
constituting underwriters' or agents' compensation and any discounts and
commissions allowed or reallowed or paid to dealers and any registered
securities exchanges on which the Debt Securities may be listed. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.

If any series of the Debt Securities are sold to underwriters or
dealers, the Prospectus Supplement relating thereto will describe the
nature of the obligation of the underwriters or dealers to purchase and
pay for the Debt Securities. The Debt Securities may be offered to the
public either through an underwriting syndicate represented by Merrill
Lynch, Pierce, Fenner & Smith Incorporated as managing underwriter, or
directly by such firm acting as an underwriter. The underwriter or
underwriters with respect to a particular underwritten offering of the
Debt Securities will be named in the Prospectus Supplement relating to
such offering, and if an underwriting syndicate is used, the managing
underwriter or underwriters will be set forth on the cover of such
Prospectus Supplement. Unless otherwise set forth in the Prospectus
Supplement, the obligations of underwriters to purchase the Debt
Securities will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all the Debt Securities if any
are purchased. The distribution of the Debt Securities by the
underwriters may be effected from time to time in one or more transactions
at a fixed price or prices, which may be changed, or at market prices
prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.

The Debt Securities may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in
the offer or sale of the Debt Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement
relating thereto. Unless otherwise indicated in the Prospectus
Supplement, any such agent is acting on a best efforts basis for the
period of its agency.

Underwriters, dealers or agents designated by the Company in
connection with the distribution of the Debt Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, or to
contribution with respect to payments which the underwriters or agents may
be required to make in respect thereof.

In the event that the Debt Securities are not listed on a
registered national securities exchange, certain broker-dealers may make a
market in the Debt Securities, but will not be obligated to do so and may
discontinue any market-making at any time without notice. No assurance
can be given that any broker-dealer will make a market in the Debt
Securities or as to the liquidity of the trading market for the Debt
Securities, whether or not the Debt Securities are listed on a registered
national securities exchange. The Prospectus Supplement with respect to
any series of the Debt Securities will state, if known, whether or not any
broker-dealer intends to make a market in the Debt Securities. If no such
determination has been made, the Prospectus Supplement will so state.

LEGAL OPINIONS

The validity of the Debt Securities will be passed upon for the
Company by Foley & Lardner, Milwaukee, Wisconsin. Certain legal matters
will be passed upon for the underwriters, dealers, purchasers or agents by
Chadbourne & Parke LLP, New York, New York.

EXPERTS

The consolidated financial statements and schedule of the Company
at December 31, 1996 and 1995 and for each of the three years in the
period ending December 31, 1996 incorporated by reference in this
Prospectus and in the Registration Statement have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving
said reports.

S-3/A 6th “Page” of 9 TOC 1st Previous Next ↓Bottom Just 6th
No dealer, salesperson or other
person has been authorized to
give any information or to make
any representations other than $105,000,000
those contained or incorporated
by reference in this Prospectus
and, if given or made, such [WP&L LOGO]
information or representations
must not be relied upon as
having been authorized. Neither ____% Debentures
the delivery of this Prospectus
nor any sale made hereunder Due _________ ___, 2007
shall under any circumstances
create any implication that
there has been no change in the
affairs of the Company since the
date hereof. This Prospectus
does not constitute an offer or
solicitation by anyone in any
jurisdiction in which such offer __________
or solicitation is not
authorized or in which the PROSPECTUS SUPPLEMENT
person making such offer or __________
solicitation is not qualified to
do so or to anyone to whom it is
unlawful to make such offer or
solicitation.

_______________________ Merrill Lynch & Co.

TABLE OF CONTENTS

Page

Prospectus Supplement

Use of Proceeds......... S-2
Selected Financial
Information........... S-3
Certain Terms of the
Debentures............ S-4
Underwriting............ S-5

Prospectus

Available Information... 2
Incorporation of Certain
Documents by
Reference............. 2
The Company............. 3
Use of Proceeds......... 4
Ratios of Earnings
to Fixed Charges...... 4
Description of the
New Bonds............. 4
Description of the
Debentures............ 9
Book-Entry Only System.. 16
Plan of Distribution.... 19
Legal Opinions.......... 20
Experts................. 20

S-3/A 7th “Page” of 9 TOC 1st Previous Next ↓Bottom Just 7th
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The expenses in connection with the issuance and distribution of
the securities covered hereby, other than underwriting and other discounts
and commissions, are, subject to future contingencies, estimated to be as
follows:

Securities and Exchange Commission
registration fee . . . . . . . . . . . . . $ 34,327
Fee of Public Service Commission
of Wisconsin . . . . . . . . . . . . . . . 1,000
Printing and Engraving Expenses . . . . . 30,000
Fees of Rating Agencies . . . . . . . . . . 23,200
Trustee Fees and Expenses . . . . . . . . 13,000
Accounting Fees and Expenses . . . . . . 15,000
Legal Fees and Expenses . . . . . . . . . . 60,000
Blue Sky Fees and Expenses . . . . . . . . 5,000
Miscellaneous Expenses . . . . . . . . . . 8,473
---------
Total . . . . . . . . . . . . . . . $190,000
=========

Item 15. Indemnification of Directors and Officers.

Pursuant to the provisions of the Wisconsin Business Corporation
Law and Article X of the Registrant's Bylaws, directors and officers of
the Registrant are entitled to mandatory indemnification from the
Registrant against certain liabilities (which may include liabilities
under the Securities Act of 1933) and expenses (i) to the extent such
officers or directors are successful in the defense of a proceeding; and
(ii) in proceedings in which the director or officer is not successful in
defense thereof, unless it is determined that the director or officer
breached or failed to perform his or her duties to the Registrant and such
breach or failure constituted: (a) a willful failure to deal fairly with
the Registrant or its shareholders in connection with a matter in which
the director or officer had a material conflict of interest; (b) a
violation of criminal law unless the director or officer had a reasonable
cause to believe his or her conduct was lawful or had no reasonable cause
to believe his or her conduct was unlawful; (c) a transaction from which
the director or officer derived an improper personal profit; or (d)
willful misconduct. Additionally, under the Wisconsin Business
Corporation Law, directors of the Registrant are not subject to personal
liability to the Registrant, its shareholders or any person asserting
rights on behalf thereof, for certain breaches or failures to perform any
duty resulting solely from their status as directors, except in
circumstances paralleling those outlined in (a) through (d) above.

The indemnification provided by the Wisconsin Business Corporation
Law and the Registrant's Bylaws is not exclusive of any other rights to
which a director or officer of the Registrant may be entitled. The
Registrant also carries directors' and officers' liability insurance.

The proposed forms of Underwriting Agreements for the Debt
Securities contain provisions under which the underwriters agree to
indemnify the directors and officers of the Registrant against certain
liabilities, including liabilities under the Securities Act of 1933.

Item 16. Exhibits.

The exhibits listed in the accompanying Exhibit Index are filed
(except where otherwise indicated) as part of this Registration Statement.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement;

(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Madison, State
of Wisconsin, on June 23, 1997.

WISCONSIN POWER AND LIGHT COMPANY

By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature Title Date

/s/ Erroll B. Davis, Jr. President, Chief Executive June 23, 1997
Erroll B. Davis, Jr. Officer and Director
(Principal Executive
Officer)

/s/ Edward M. Gleason Controller, Treasurer and June 23, 1997
Edward M. Gleason Corporate Secretary
(Principal Financial and
Accounting Officer)

L. David Carley* Director June 23, 1997

Rockne G. Flowers* Director June 23, 1997

Donald R. Haldeman* Director June 23, 1997

Katharine C. Lyall* Director June 23, 1997

Arnold M. Nemirow* Director June 23, 1997

Milton E. Neshek* Director June 23, 1997

Henry C. Prange* Director June 23, 1997

Judith D. Pyle* Director June 23, 1997

Carol T. Toussaint* Director June 23, 1997

* By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
Attorney-in-Fact

Pursuant to Transaction Requirement B.2 of Form S-3, the
Registrant reasonably believes that the security rating to be assigned to
the securities registered hereunder will make the securities "investment
grade securities" prior to sale.

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EXHIBIT INDEX

Exhibit
Number Document Description

(1.1)* Proposed form of Purchase Agreement relating to the New
Bonds.

(1.2)* Proposed form of Purchase Agreement relating
to the Debentures.

(2.1) Agreement and Plan of Merger, dated as of
November 10, 1995, as amended, by and among
WPL Holdings, Inc., IES Industries Inc.,
Interstate Power Company, WPLH Acquisition
Co. and Interstate Power Company
(incorporated by reference to Annex A in the
Joint Registration Statement on Form S-4
(Registration No. 333-07931) of WPL
Holdings, Inc. and Interstate Power Company
(WI)).

(2.2) Amendment No. 2 to Agreement and Plan of
Merger, dated as of August 16, 1996, by and
among WPL Holdings, Inc., IES Industries
Inc., Interstate Power Company, WPLH
Acquisition Co. and Interstate Power Company
(incorporated by reference to Annex I in the
Joint Registration Statement on Form S-4
(Registration No. 333-10401) of WPL
Holdings, Inc. and Interstate Power Company
(WI)).

(4.1) Indenture of Mortgage or Deed of Trust dated
August 1, 1941, between the Company and
First Wisconsin Trust Company (n/k/a Firstar
Trust Company) and George B. Luhman, as
Trustees (incorporated by reference to
Exhibit 7(a) in File No. 2-6409).

(4.2) Supplemental Indenture dated January 1, 1948
(incorporated by reference to Second Amended
Exhibit 7(b) in File No. 2-7361).

(4.3) Supplemental Indenture dated September 1,
1948, (incorporated by reference to Amended
Exhibit 7(c) in File No. 2-7628).

(4.4) Supplemental Indenture dated June 1, 1950
(incorporated by reference to Amended
Exhibit 7.02 in File No. 2-8462).

(4.5) Supplemental Indenture dated April 1, 1951
(incorporated by reference to Amended
Exhibit 7.02 in File No 2-8882).

(4.6) Supplemental Indenture dated April 1, 1952
(incorporated by reference to Second Amended
Exhibit 4.03 in File No. 2-9526).

(4.7) Supplemental Indenture dated September 1,
1953 (incorporated by reference to Amended
Exhibit 4.03 in File No. 2-10406).

(4.8) Supplemental Indenture dated October 1, 1954
(incorporated by reference to Amended
Exhibit 2.02 in File No. 2-11130).

(4.9) Supplemental Indenture dated March 1, 1959
(incorporated by reference to Amended
Exhibit 2.02 in File No. 2-14816).

(4.10) Supplemental Indenture dated May 1, 1962
(incorporated by reference to Amended
Exhibit 2.02 in File No. 2-20372).

(4.11) Supplemental Indenture dated August 1, 1968
(incorporated by reference to Amended
Exhibit 2.02 in File No. 2-29738).

(4.12) Supplemental Indenture dated June 1, 1969
(incorporated by reference to Amended
Exhibit 2.02 in File No. 2-32947).

(4.13) Supplemental Indenture dated October 1, 1970
(incorporated by reference to Amended
Exhibit 2.02 in File No. 2-38304).

(4.14) Supplemental Indenture dated July 1, 1971
(incorporated by reference to Amended
Exhibit 2.02 in File No. 2-40802).

(4.15) Supplemental Indenture dated April 1, 1974
(incorporated by reference to Amended
Exhibit 2.02 in File No. 2-50308).

(4.16) Supplemental Indenture dated December 1,
1975 (incorporated by reference to Exhibit
2.01(a) in File No. 2-57775).

(4.17) Supplemental Indenture dated May 1, 1976
(incorporated by reference to Amended
Exhibit 2.02 in File No. 2-56036).

(4.18) Supplemental Indenture dated May 15, 1978
(incorporated by reference to Amended
Exhibit 2.02 in File No. 2-61439).

(4.19) Supplemental Indenture dated August 1, 1980
(incorporated by reference to Exhibit 4.02
File No. 2-70534).

(4.20) Supplemental Indenture dated January 15,
1981 (incorporated by reference to Amended
Exhibit 4.03 in File No. 2-70534).

(4.21) Supplemental Indenture dated August 1, 1984
(incorporated by reference to Exhibit 4.02
in File No. 33-2579).

(4.22) Supplemental Indenture dated January 15,
1986 (incorporated by reference to Amended
Exhibit 4.03 in File No. 33-2579).

(4.23) Supplemental Indenture dated June 1, 1986
(incorporated by reference to Amended
Exhibit 4.02 in File No. 33-4961).

(4.24) Supplemental Indenture dated August 1, 1988
(incorporated by reference to Exhibit 4.24
in File No. 33-45726).

(4.25) Supplemental Indenture dated December 1,
1990 (incorporated by reference to Exhibit
4.25 in File No. 33-45726).

(4.26) Supplemental Indenture dated September 1,
1991 (incorporated by reference to Exhibit
4.26 in File No. 33-45726).

(4.27) Supplemental Indenture dated October 1, 1991
(incorporated by reference to Exhibit 4.27
in File No. 33-45726).

(4.28) Supplemental Indenture dated March 1, 1992
(incorporated by reference to Exhibit 4.1 to
the Company's Form 8-K dated March 9, 1992).

(4.29) Supplemental Indenture dated May 1, 1992
(incorporated by reference to Exhibit 4.1 to
the Company's Form 8-K dated May 12, 1992).

(4.30) Supplemental Indenture dated June 1, 1992
(incorporated by reference to Exhibit 4.1 to
the Company's Form 8-K dated June 29, 1992).

(4.31) Supplemental Indenture dated July 1, 1992
(incorporated by reference to Exhibit 4.1 to
the Company's Form 8-K dated July 20, 1992).

(4.32)** Proposed Form of Supplemental Indenture creating a
series of New Bonds.

(4.33) Indenture, dated as of June 20, 1997, between the Company and
Firstar Trust Company, as Trustee, for the Debentures.

(5)** Opinion of Foley & Lardner (including consent of counsel).

(12)** Statement re computation of ratios of earnings to fixed charges.

(23.1)** Consent of Arthur Andersen LLP

(23.2)** Consent of Foley & Lardner (filed as part of Exhibit
(5)).

(24)** Powers of attorney.

(25.1)** Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Firstar Trust
Company relating to the New Bonds.

(25.2)** Form T-2 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Gene E.
Ploeger relating to the New Bonds.

(25.3)** Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Firstar Trust
Company relating to the Debentures.

__________________

* To be filed by amendment to the Registration Statement or as an
exhibit to a Current Report on Form 8-K.

** Previously filed.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3/A’ Filing	Date	First	Last	Other Filings

	12/1/25	3
	7/15/97	3
Filed on:	6/24/97	2
	6/23/97	8
	6/20/97	3	9
	3/31/97	3	5	10-Q
	12/31/96	3	5	10-K405
	9/5/96	5
	8/16/96	9		10-Q/A
	12/31/95	3	5	10-K405, 10-K405/A
	11/10/95	5	9	8-K
	12/31/94	3		10-K
	7/20/92	9
	7/1/92	9
	6/29/92	9
	6/1/92	9
	5/12/92	9
	5/1/92	9
	3/9/92	9
	3/1/92	5	9
				List all Filings

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/24  Alliant Energy Corp.              10-K       12/31/23  156:42M
12/15/23  Alliant Energy Corp.              S-3ASR     12/15/23   15:1.7M
 2/24/23  Alliant Energy Corp.              10-K       12/31/22  152:44M
 2/18/22  Alliant Energy Corp.              10-K       12/31/21  154:44M
 2/19/21  Alliant Energy Corp.              10-K       12/31/20  151:43M
12/15/20  Alliant Energy Corp.              S-3ASR     12/15/20   14:940K                                   Donnelley … Solutions/FA

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Filing Submission 0000897069-97-000276 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Wisconsin Power & Light Co – ‘S-3/A’ on 6/24/97

As of: Tuesday, 6/24/97 · Accession #: 897069-97-276 · File #: 33-60917

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3Filing Table of Contents

S-3/A — Wisconsin Power and Light CompanyDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

6 Subsequent Filings that Reference this Filing

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

S-3/A — Wisconsin Power and Light Company
Document Table of Contents