01—Abstract
Summary
Summary of the 10-K/A filed May 26, 1995. Cited figures are marked; the original filing is the authoritative source.
WPL Holdings, Inc. (now Alliant Energy) filed this annual report on Form 10-K for the year ended December 31, 1994.
The filing consists of the Item 14 exhibit index and financial statements for the company's employee benefit plans. It lists the company's consolidated financial statements for 1994, 1993 and 1992, which are included in Part II of the report, along with Schedules I and II. It also reports that the Form 8-K filings for the period are "None." The company's auditor for the plans was Arthur Andersen LLP, Milwaukee, dated April 12, 1995.
The main financial information in this filing concerns the employee plans. The Wisconsin Power and Light Company Employee Stock Ownership Plan was terminated by the Board of Directors on September 21, 1994. Its final benefit payout on December 14, 1994 totaled $36,466,377,a which represented all of the plan's remaining assets.
Net assets available for benefits were $42,454,339b at December 31, 1993. Separately, the Employees' Retirement Savings Plan B was merged into Plan A effective December 31, 1994, with assets of $35,302,746 transferred. Plan A's net assets rose from $35,250,582 at December 31, 1993 to $94,310,165 at December 31, 1994, and its WPL Holdings, Inc. Common Stock Fund held $34,932,006 at year-end 1994.
The exhibit index also covers corporate governance and compensation documents. These include the restated Articles of Incorporation, the By-Laws revised to February 23, 1994, a Rights Agreement dated February 22, 1989, several executive compensation and severance plans, a Financial Data Schedule (Exhibit 27), and the 1995 Proxy Statement for the annual meeting to be held May 17, 1995.
02—Key points
Key Highlights
- The Wisconsin Power and Light Company Employee Stock Ownership Plan was terminated on September 21, 1994, with a final payout of $36,466,377 on December 14, 1994.
- Employees' Retirement Savings Plan A net assets were $94,310,165 at December 31, 1994, up from $35,250,582 at December 31, 1993.
- Employees' Retirement Savings Plan B was merged into Plan A effective December 31, 1994, with $35,302,746 of assets transferred.
- Plan A's WPL Holdings, Inc. Common Stock Fund held $34,932,006 at December 31, 1994, compared with $8,442,384 at December 31, 1993.
- The company's 1994, 1993 and 1992 consolidated financial statements, along with Schedules I and II, are included in Part II of the report.
- The rights issued under the February 22, 1989 Rights Agreement carry an exercise price of $60.00 per share and expire on February 22, 1999.
- Arthur Andersen LLP audited the employee plan financial statements, with its report dated April 12, 1995, and the filing reports no Form 8-K filings.
03—Questions
Frequently Asked Questions
Why did the WPL employee stock ownership plan end, and what happened to its assets?
The Board of Directors of Wisconsin Power and Light Company voted on September 21, 1994 to terminate the plan. The plan made a final benefit payout of $36,466,377 on December 14, 1994, which represented all of its remaining assets. Participants could take their share in cash or common stock, or roll it over into another company-sponsored plan. The plan's qualification for federal tax purposes was not adversely affected, according to an IRS determination letter dated April 4, 1995.
How did the Employees' Retirement Savings Plan A change in 1994?
Plan A's net assets rose from $35,250,582 at December 31, 1993 to $94,310,165 at December 31, 1994. The increase reflected the transfer of $9,511,207 in ESOP assets into Plan A on December 14, 1994 and the merger of Plan B into Plan A effective December 31, 1994, which transferred $35,302,746. On December 31, 1994, Plan A was renamed the Employees' Retirement Savings Plan.
What do the plan terms say about employee contributions and company matching?
Under the plan, an eligible employee could defer up to 15% of compensation, not to exceed $9,240 for 1994. The company provided a matching contribution equal to 25% of deferred cash contributions, up to 6% of each participant's compensation per pay period. Company contributions were invested in WPL Holdings, Inc. common stock. Participant accounts were fully vested and nonforfeitable.
What does the exhibit list show about the company's governing documents and compensation arrangements?
The exhibit index includes the restated Articles of Incorporation (incorporated by reference to Form S-3 Registration Statement No. 33-59972), By-Laws revised to February 23, 1994, and the Rights Agreement dated February 22, 1989 with Morgan Shareholder Services Trust Company. It also lists executive tenure, supplemental retirement, deferred compensation, and key executive employment and severance agreements, along with the Subsidiaries of the Company (Exhibit 21) and the Financial Data Schedule (Exhibit 27).
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