Registration No. 333-87883
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
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Edward M. Gleason
Vice President-Treasurer and Corporate Secretary
Wisconsin Power and Light Company
222 West Washington Avenue
Madison, Wisconsin 53703
(608) 252-3311
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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with a copy to:
Benjamin F. Garmer, III, Esq. William M. Libit, Esq.
Foley & Lardner Chapman and Cutler
777 East Wisconsin Avenue 111 West Monroe Street
Milwaukee, Wisconsin 53202 Chicago, Illinois 60603
(414) 271-2400 (312) 845-3000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable 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. |_|
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)
under 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.|_|
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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.
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Subject to Completion - February 25, 2000
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Prospectus $100,000,000
Wisconsin Power and Light Company
% Debentures due ,
- --------------------------------------------------------------------------------
Wisconsin Power and Light Company The Offering
o We are a public utility engaged o We are offering $100,000,000 of
mainly in the generation, our unsecured debentures that
transmission, distribution and will rank on a parity with our
sale of electric energy and the other unsecured and
purchase, distribution, unsubordinated debt.
transportation and sale of
natural gas. o The debentures are due on .
We will pay interest on the
o Wisconsin Power and Light Company debentures twice per year, on
222 West Washington Avenue and of each year,
Madison, Wisconsin 53703 beginning on , 2000.
(608) 252-3311
o We cannot redeem the debentures
PSCW Approval before they mature. The
debentures will not be subject
o The Public Service Commission to any sinking fund.
of Wisconsin has approved our
issuance and sale of the
debentures.
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Per Debenture Total
------------- -----
Public Offering Price................. % $
Underwriting Discount................. % $
Proceeds to WP&L...................... % $
The public offering price does not include accrued interest, if any, from
the date of issuance. The proceeds to WP&L do not include expenses we must pay,
which we estimate will be approximately $175,000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved these securities or determined if this prospectus is
accurate or adequate. Any representation to the contrary is a criminal offense.
- --------------------------------------------------------------------------------
Robert W. Baird & Co.
Banc One Capital Markets, Inc.
Legg Mason Wood Walker
Incorporated
Wachovia Securities, Inc.
, 2000
The underwriters intend to offer the debentures subject to prior sale and
certain other conditions. They reserve the right to change their offers and to
reject orders in whole or in part. We expect to deliver the debentures through
the book-entry facilities of The Depository Trust Company ("DTC") on or about
, 2000, in return for payment therefor.
<PAGE>
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
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TABLE OF CONTENTS
Page
----
THE COMPANY....................................................................3
USE OF PROCEEDS................................................................3
SELECTED FINANCIAL INFORMATION.................................................4
RECENT DEVELOPMENTS............................................................5
DESCRIPTION OF THE DEBENTURES..................................................5
BOOK-ENTRY ONLY SYSTEM.........................................................9
UNDERWRITING..................................................................10
LEGAL OPINIONS................................................................11
EXPERTS.......................................................................11
WHERE YOU CAN FIND MORE INFORMATION...........................................11
DOCUMENTS INCORPORATED BY REFERENCE...........................................11
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THE COMPANY
We are a Wisconsin corporation and a subsidiary of Alliant Energy
Corporation. We are a public utility engaged mainly in the generation,
transmission, distribution and sale of electric energy in portions of southern
and central Wisconsin. We also purchase, distribute, transport and sell natural
gas in parts of those areas, and supply water to two communities in Wisconsin.
Our wholly owned subsidiary also supplies electric, gas and water service,
principally in Winnebago County, Illinois.
We provide electricity in a service territory of approximately 16,000
square miles. As of December 31, 1998, we furnished retail electric service to
approximately 401,000 customers in 599 cities, villages and towns. We also
supplied 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 14 communities.
During 1998, we derived our electric operating revenues from the following types
of customers:
o residential- 32%
o commercial- 18%
o industrial- 26%
o sales for resale- 21%
o other- 3%.
The maximum net hourly peak load on our electric system in 1998 was 2,292
megawatts. During 1998, our net kilowatt-hour sources of electricity consisted
of the following:
o steam- 61%
o nuclear- 10%
o hydroelectric and oil - 2%
o purchases- 27%.
As of December 31, 1998, we provided retail natural gas service to
approximately 159,000 customers in 233 cities, villages and towns in southern
and central Wisconsin and one county in northern Illinois. During 1998, we
derived our gas operating revenues from the following types of customers:
o residential- 58%
o commercial- 30%
o industrial- 5%
o transportation and other- 7%.
We are subject to the jurisdiction of the Public Service Commission of
Wisconsin with respect to various phases of our operations, including rates,
service and the issuance of securities (including the debentures). Our Illinois
subsidiary is subject to the jurisdiction of the Illinois Commerce Commission
with respect to those matters. We are also subject to the jurisdiction of the
Federal Energy Regulatory Commission. Our parent company, Alliant Energy
Corporation, is a registered public utility holding company under the Public
Utility Holding Company Act of 1935, as amended, and is subject to the
requirements of that Act. We are also subject to certain requirements of that
Act.
Our principal executive offices are located at 222 West Washington Avenue,
Madison, Wisconsin 53703, and our telephone number is (608) 252-3311.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the debentures to repay
short-term indebtedness and possibly to retire or refinance a portion of certain
of our existing series of First Mortgage Bonds, including potentially our Series
V, 9.30%, due 2025; Series W, 8.60%, due 2027; Series X, 7.75%, due 2004; and/or
Series Y, 7.60%, due 2005. As of February 18, 2000, we had $88.5 million in
short-term debt outstanding at a weighted average interest rate of 5.97%. We may
initially invest the proceeds that we do not immediately require in short-term
marketable securities.
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SELECTED FINANCIAL INFORMATION
We have set forth below selected financial information about us for the
twelve months ended September 30, 1999, and the years ended December 31, 1998,
1997 and 1996.
<TABLE>
<CAPTION>
Twelve Months
Ended
September 30, Year Ended
1999 December 31,
------------- ------------------------------------------------
(Unaudited) 1998 1997 1996
---- ---- ----
(Thousands of Dollars)
Income Statement Data:
<S> <C> <C> <C> <C>
Operating Revenues..................... $ 736,900 $ 731,448 $ 794,717 $ 759,275
Net Income Before Interest Expense..... $ 94,250 $ 72,158 $ 103,841 $ 113,957
Earnings Available for Common Stock.... $ 50,652 $ 32,264 $ 67,924 $ 79,175
Ratio of Earnings to Fixed Charges
(unaudited) (1)........................ 3.05 2.51 4.13 4.94
</TABLE>
<TABLE>
<CAPTION>
At September 30, 1999 (Unaudited)
----------------------------------
Percent of
As Capitalization
Actual Adjusted (2) As Adjusted
------ ------------ -----------
(Thousands of Dollars)
Capitalization:
<S> <C> <C> <C>
First mortgage bonds (3)..................... $ 251,000 $ 251,000 21.5%
Debentures (4)............................... 165,000 265,000 22.7
Preferred stock without mandatory
redemption................................. 59,963 59,963 5.1
Common shareowners' investment............... 591,112 591,112 50.7
-------------- -------------- -----
Total.................................... $ 1,067,075 $ 1,167,075 100.0%
============== ============== =====
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(1) When we computed the ratios of earnings to fixed charges, we calculated
earnings by adding federal and state income taxes and our estimate of the
interest component of rentals to net income before interest expense. Fixed
charges represent interest expense, amortization of debt discount, premium
and expense and the estimated interest component of rentals. Our ratios of
earnings to fixed charges were 4.33 and 4.38 for the years ended December
31, 1995 and 1994, respectively.
(2) We have adjusted these numbers to show the effects of the issuance of the
debentures.
(3) We have excluded variable rate demand bonds in the amount of $57.0 million
and the unamortized discount relating to outstanding First Mortgage Bonds
in the amount of $1.1 million in presenting these numbers.
(4) We have excluded the unamortized discount relating to outstanding
debentures in the amount of $0.3 million in presenting these numbers.
</TABLE>
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RECENT DEVELOPMENTS
For the fiscal year ended December 31, 1999, we had operating revenues of
$752.5 million, net income before interest expense of $111.8 million and
earnings available for common stock of $67.5 million. Our unaudited ratio of
earnings to fixed charges for that period was 3.66.
DESCRIPTION OF THE DEBENTURES
General
The debentures constitute our unsecured general obligations, and they will
rank on a parity with all of our other unsecured and unsubordinated debt. We
will issue them as a separate series of securities under our Indenture, dated as
of June 20, 1997 (which we refer to in this prospectus as the "Indenture"),
which we have entered into with Firstar Trust Company (now known as Firstar
Bank, N.A.), as trustee. The Indenture does not limit the amount of unsecured
debt securities that we can issue under it, and provides that we may issue
securities 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.
The Indenture also does not limit the total amount of debt that we can incur. As
of the date of this prospectus, we had $165 million of securities outstanding
under the Indenture, consisting of $105 million aggregate principal amount of
our 7% Debentures due June 15, 2007 and $60 million aggregate principal amount
of our 5.70% Debentures due October 15, 2008. The Indenture does not limit our
ability to issue additional First Mortgage Bonds or to enter into sale and
leaseback transactions. It also does not give holders of the debentures
protection in the event we engage in a highly leveraged or other transaction
that may adversely affect holders of the debentures.
Substantially all of our permanent fixed properties are subject to the lien
of the Indenture of Mortgage or Deed of Trust, dated August 1, 1941, which we
entered into with First Wisconsin Trust Company (now known as Firstar Bank,
N.A.), and George B. Luhman (Nancy V. Kelly being now the individual trustee
under that indenture), as trustees. We refer to that indenture and its
supplemental indentures in this prospectus as the "First Mortgage Indenture." We
have issued our First Mortgage Bonds under the First Mortgage Indenture. As of
the date of this prospectus, we had $308 million of secured debt outstanding
under our First Mortgage Indenture. If we become bankrupt, liquidate or
reorganize, the trustees for the First Mortgage Bonds could use the collateral
property subject to the First Mortgage Indenture to satisfy our obligations
under the First Mortgage Bonds before holders of unsecured debt securities
(including the debentures) would receive any payments.
We have summarized below various provisions of the Indenture and the
debentures. Because this discussion is only a summary, it does not necessarily
contain all of the information you should consider. We have filed the Indenture
as an exhibit to the Registration Statement and we incorporate the Indenture in
its entirety by reference into this prospectus. We qualify the discussion below
in its entirety by reference to all of the provisions of the Indenture and all
officers' certificates or supplemental indentures relating thereto.
Maturity and Interest
The debentures will be limited to $100 million aggregate principal amount
and will mature on _________, ______. Each debenture will bear interest from
_________, 2000 or from the most recent interest payment date to which we have
paid interest, at the rate of % per year. We will pay interest twice per year,
on ______ and ______, commencing _______, 2000, 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
We cannot redeem the debentures before they mature.
Certain Covenants
The covenant we describe below is the only restrictive covenant that
applies to the debentures. If we issue additional series of securities under the
Indenture in the future, those series may or may not have different covenants.
Any obligations we have under the Indenture and the debentures are subject to
termination if we exercise our defeasance rights, which we describe below under
"Legal Defeasance and Covenant Defeasance."
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Limitations on Liens. The Indenture provides generally that, as long as any
securities of any series to which this limitation applies (including the
debentures) remain outstanding, and subject to termination upon defeasance, we
will not, and will not permit any of our subsidiaries to, create or allow to be
created or to exist any mortgage, pledge, security interest, or other lien on
any of our properties or assets which we now own or acquire later to secure any
indebtedness, without making effective a provision which makes the debentures
and the other securities of any series to which this limitation applies equally
and ratably secured with (or prior to) all such indebtedness and with any other
indebtedness that is also entitled to be equally secured.
This restriction does not apply to or prevent the creation or existence of:
o the First Mortgage Indenture or any supplemental indenture thereto;
o liens on property that existed when we acquired or built such property or
were created within one year after that time;
o liens on property that secure payment of all or a part of the purchase
price or construction cost of the property, including the extension of any such
liens to repairs or improvements made on the property;
o any extensions, renewals or replacements of liens permitted by the
above-listed items;
o the pledge of any bonds or other securities at any time issued under any
of the liens permitted by the above-listed items; or
o "Permitted Encumbrances," which include, among several other items, (a)
the pledge or assignment in the ordinary course of business of electricity, gas
or steam accounts receivable or customers' installment paper; (b) liens affixing
to our property at the time someone consolidates with or merges into us, or
transfers all or substantially all of its assets to us, but only if the property
we acquire is adequate security for the liens; and (c) liens not otherwise
permitted if, at the time we incur the lien and after giving effect to the lien,
the aggregate of all obligations secured by the lien does not exceed 10% of our
Tangible Net Worth (as defined in the Indenture).
Also, this restriction will not apply to or prevent the creation or
existence of leases we enter into, or existing on property we acquire, in the
ordinary course of our business.
Successor Obligor
The Indenture also provides that, unless otherwise specified in the
officers' certificate or supplemental indenture establishing a series of
securities, we will not consolidate with, sell all or substantially all of our
assets to, or merge with or into any other person unless:
o either we will be the continuing corporation, or the continuing
corporation will be a person organized and existing under the laws of the United
States or a state, and the person will expressly assume the payment of the
principal of and interest on all the securities and any coupons and the
performance and observance of all of our covenants and conditions under the
Indenture by executing a supplemental indenture satisfactory to the trustee;
o we or the person, as the case may be, will not, immediately after the
merger, consolidation or sale of assets, be in default in the performance of any
covenant or condition of the Indenture; and
o after giving effect to the transaction, no event which after notice or
lapse of time would become a default under the Indenture will have occurred or
be continuing.
The Indenture further provides that the successor will be substituted for
us, after which all of our obligations under the Indenture, the securities
issued under the Indenture and any coupons will terminate.
Defaults and Remedies
The Indenture discusses certain "Events of Default" that apply to
securities issued under the Indenture, including the debentures. It provides
generally that an "Event of Default" with respect to the debentures will occur
if:
o we default in any payment of interest on the debentures when the payment
becomes due and payable and the default continues for 60 days;
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o we default in the payment of the principal of the debentures when the
payment becomes due and payable at maturity or otherwise;
o we default in the performance of any of our other agreements applicable
to the debentures and the default continues for 90 days after we receive notice
of the default from the trustee or the holders of at least 25% in principal
amount of the debentures; or
o we are affected by certain events related to our bankruptcy or
insolvency.
If an Event of Default with respect to the debentures occurs and is
continuing, then either the trustee or the holders of at least 25% in principal
amount of the debentures can declare the principal of and all unpaid interest on
the debentures to be immediately due and payable.
The trustee can require that it be indemnified before it enforces the
Indenture or the debentures. Subject to certain limitations, holders of a
majority in principal amount of the debentures can direct the trustee in its
exercise of any trust or power. The trustee does not have to give you 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 your interest. We are
required to give the trustee a brief certificate certifying as to our compliance
with all conditions and covenants under the Indenture at least once a year.
The Indenture does not have a cross-default provision. That means that if
we default on any other debt, that default will not constitute an Event of
Default under the Indenture.
Amendments and Waivers
Waivers. The holders of a majority in principal amount of the debentures
can waive any existing default and its consequences under the debentures or the
Indenture by giving notice to the trustee. However, holders cannot waive a
default in the payment of the principal or interest on the debentures or a
default in respect of a provision we describe in the paragraph that follows
which cannot be modified or amended without the consent of each holder of the
debentures.
Amendments with Consent. With the consent of the holders of not less than a
majority in aggregate principal amount of the debentures, we and the trustee can
enter into supplemental indentures to amend or modify the Indenture or the
debentures, if those amendments do not affect any other series of securities we
issued under the Indenture. However, we cannot make such modifications or
amendments without the consent of all of the holders of the debentures if those
amendments or modifications would:
o extend the stated maturity, reduce the principal amount or reduce the
rate of interest on the debentures;
o reduce our obligation to pay principal amounts;
o change the coin or currency in which we must pay principal and interest
on the debentures;
o impair the right to institute suit for the enforcement of any payment of
principal or interest on the debentures after the due date of such payment;
o reduce the amount of debentures whose holders must consent to an
amendment or waiver of the provisions of the Indenture or the debentures; or
o make certain modifications to any of the provisions we describe in this
paragraph and in the paragraph immediately above.
We cannot enter into supplemental indentures to amend or modify the
Indenture in ways that affect other series of securities we issued under the
Indenture without the consent of the holders of not less than a majority in
aggregate principal amount of all securities issued under the Indenture that
will be affected by such an amendment, voting together as one class.
Furthermore, if any amendment or modification would have any of the effects
described in the previous paragraph, and would affect more than one series of
securities issued under the Indenture, then we cannot make such amendment or
modification without the consent of all of the holders of the securities issued
under the Indenture that would be affected by them.
Amendments without Consent. We and the trustee can also enter into
supplemental indentures to amend or modify the Indenture or the debentures
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without the consent of any holders of the debentures. We can only do so if those
amendments or modifications would have certain effects, including:
o showing that another person has succeeded us and assumed our obligations
under the covenants of the Indenture and the debentures;
o adding to our covenants under the Indenture for the benefit of the
holders of the debentures, or surrender any power we have under the Indenture;
o adding to, changing or eliminating any of the provisions of the Indenture
in respect of the debentures, but only if the change does not adversely affect
the rights of the holders of the debentures in any material respect;
o establishing the form or terms of securities of any series;
o evidencing the appointment of a successor trustee or a change in any of
the provisions of the Indenture to facilitate administration by more than one
trustee; or
o making clarifying changes to ambiguous, incorrect or inconsistent
language in the Indenture or the debentures that do not adversely affect the
rights of the holders of the debentures in any material respect.
Legal Defeasance and Covenant Defeasance
The Indenture provides that we can at any time terminate almost all of our
obligations with respect to the debentures and the Indenture. We cannot,
however, terminate certain obligations, including obligations with respect to
the "defeasance trust" (which we discuss below) and obligations to register the
transfer or exchange of the debentures and to maintain agencies in respect of
the debentures. We refer to this termination of our obligations as "legal
defeasance." Also, at any time we can terminate our obligations with respect to
the debentures under the covenant we described under "Certain
Covenants--Limitations on Liens," above. We refer to this as "covenant
defeasance."
We can exercise our legal defeasance option even if we have already
exercised our covenant defeasance option. If we exercise our legal defeasance
option, then the debentures cannot be accelerated because of an Event of
Default. If we exercise our covenant defeasance option, then the debentures
cannot be accelerated by reference to the covenant described under "Certain
Covenants--Limitations on Liens," above.
If we desire to exercise either defeasance option, then we must deposit in
trust (which we refer to as the "defeasance trust") with the trustee money or
U.S. government obligations sufficient to pay the outstanding principal amount
of the debentures as well as the interest on the debentures to maturity. We must
also comply with certain other conditions. In particular, we must obtain an
opinion of tax counsel that the defeasance will not result in recognition of any
gain or loss to holders of the debentures for federal income tax purposes. When
we refer to "U.S. government obligations," we refer to 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 those obligations.
Regarding the Trustee
Firstar Bank, N.A. will act as trustee, registrar, transfer agent and
paying agent for the debentures. We can remove the trustee with or without cause
if we notify the trustee six months in advance and if no default occurs or is
continuing during the six-month period. The trustee is also one of the trustees
under the First Mortgage Indenture for our First Mortgage Bonds.
We maintain general checking accounts with the trustee and several other
banks which are affiliates of the trustee. Our parent company, Alliant Energy
Corporation, has a $250 million syndicated credit facility provided by various
banks, of which $15 million is committed by the trustee. In addition, Alliant
Energy Corporation maintains an uncommitted master note agreement with the
trustee which allows it to borrow up to $50 million from time to time.
To the extent provided in the Indenture, the trustee will have a prior
claim on certain amounts held by it under the Indenture for the payment of its
compensation and expenses and for the repayment of advances made by it to effect
performance of certain covenants in the Indenture.
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BOOK-ENTRY ONLY SYSTEM
We will not issue the debentures in definitive form. Instead, we will issue
the debentures in the form of one or more global securities. These global
securities will be held by DTC as depositary. The debentures will be registered
in the name of CEDE & Co. as nominee for DTC.
DTC has indicated it intends to follow the following procedures with
respect to book-entry interests in the debentures.
Ownership of book-entry interests will be limited to persons who have
accounts with DTC for the debentures (we call those persons "participants") or
persons who hold interests through those participants. When we issue the
debentures, DTC will credit the participants' accounts on its book-entry
registration and transfer system with the principal amounts of the debentures
that each participant beneficially owns. The accounts DTC will credit will be
designated by dealers, underwriters or agents participating in the distribution
of the debentures (see "Underwriting"). If you own book-entry interests in the
debentures, then your ownership will be shown, and any transfer of your
ownership interest will be effected, only through DTC's records (if you own
interests in the debentures as a participant) or through the records of
participants (if you hold interests in the debentures through participants). The
laws of some states may require that certain purchasers of securities take
physical delivery of such securities in definitive form. These laws may impair
the ability to own, transfer or pledge beneficial interests in book-entry note
securities.
As long as CEDE & Co. is the nominee of DTC, we are referring to CEDE & Co.
in this prospectus when we refer to holders of the debentures, and CEDE & Co.
will be considered the sole owner or holder of the debentures for all purposes
under the Indenture. If you purchase any interest in the debentures, your
ownership will be recorded as a "book-entry interest" in the book-entry only
system that DTC operates. You will not receive any certificates representing
your book-entry interests. As a result, if you are a participant, then you must
rely on DTC's procedures with respect to the debentures and the book-entry only
system to exercise any rights of a holder under the Indenture. If you are not a
participant, you must rely on the procedures of the participant through which
you own your interest to exercise any rights of a holder under the Indenture. We
understand that, under existing industry practice, DTC will authorize the
persons on whose behalf it holds book-entry interests to exercise certain rights
of holders of debentures.
We will make payments of principal of and interest on the debentures to
CEDE & Co. as the registered holder of the related global note security. We will
not, nor will the trustee or any other agent of ours or agent of the trustee,
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the debentures
or for maintaining, supervising or reviewing any records relating to beneficial
ownership interests.
We expect that DTC will credit participants' accounts with payments of
principal and interest on the debentures in amounts proportionate to the
respective amounts of book-entry interests held by each participant as shown on
its records as soon as it receives the payment from us. We also expect that
payments by participants to owners of book-entry interests will be governed by
standing customer instructions and customary practices, as is now the case with
the securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of those participants.
We will issue individual certificates to the owners of book-entry interests
in the debentures in exchange for the debentures held by DTC or CEDE & Co. if
DTC is at any time unwilling or unable to continue as depositary or ceases to be
a registered clearing agency and a successor depositary registered as a clearing
agency is not appointed. In addition, we may at any time and in our sole
discretion determine not to have the debentures represented by one or more
global note securities. In that event, we will issue individual certificates in
exchange for the global note securities of the debentures. Global note
securities will also be exchangeable by the holders for certificates if an event
of default with respect to the debentures has occurred and is continuing. Any
certificates issued in exchange for a global note security will be registered in
such name or names as DTC shall instruct the trustee. We expect that such
instructions
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will be based on directions DTC receives from participants with respect to
ownership of book-entry interests relating to such global note security.
We have obtained the foregoing information concerning DTC and its
book-entry system from sources we believe to be reliable, but we take no
responsibility for the accuracy of this information.
UNDERWRITING
We have entered into an underwriting agreement with Robert W. Baird & Co.,
acting on behalf of itself and Banc One Capital Markets, Inc., Legg Mason Wood
Walker, Incorporated and Wachovia Securities, Inc. (whom we collectively refer
to as the "underwriters"), pursuant to which we have agreed to sell the
debentures to the underwriters in the principal amounts we have set forth next
to their names below:
Principal
Underwriters Amount
------------ ---------
Robert W. Baird & Co.
Banc One Capital Markets, Inc.
Legg Mason Wood Walker, Incorporated
Wachovia Securities, Inc.
Total............................. $100,000,000
============
The underwriting agreement provides that the underwriters' obligations are
subject to the certain conditions precedent and that the underwriters will be
severally obligated to purchase all of the debentures if they purchase any.
The underwriters have advised us that they will initially offer the
debentures to the public at the public offering price we have set forth on the
cover page of this prospectus. They will also offer the debentures to selected
dealers at the price minus a concession, which will be no greater than % of the
principal amount of the debentures. The underwriters can allow, and the selected
dealers can reallow, a discount on sales to other dealers, which will be no
greater than % of the principal amount of the debentures. After the initial
public offering, the underwriters may change the public offering price,
concession and discount.
The debentures are a new issue of securities with no established trading
market. We do not intend to list the debentures on any securities exchange. The
underwriters have advised us that they currently intend to make a market in the
debentures. However, they are not obligated to do so, and any underwriter can
stop making such a market at any time without notice. We cannot give you any
assurance that a liquid trading market for the debentures will develop.
Until the distribution of the debentures is completed, SEC rules may limit
the underwriters' ability to bid for and purchase the debentures. As an
exception to these rules, Robert W. Baird & Co., as representative, is allowed
to engage in certain transactions that stabilize the price of the debentures.
Those transactions may include bids or purchases for the purpose of setting,
fixing or maintaining the price of the debentures.
If the underwriters create a "short position" in the debentures in
connection with the offering (that is, if they sell more of the debentures than
are set forth on the cover page of this prospectus), then Robert W. Baird & Co.
can reduce that short position by purchasing debentures in the open market.
Purchases of the debentures for the purpose of stabilization or to reduce a
short position could cause the price of the debentures to be higher than it
might be in the absence of such purchases.
We do not, nor do the underwriters, make any representation or prediction
as to the direction or magnitude of any effect that the transactions we describe
above may have on the prices of the debentures. We also do not make any
representation that Robert W. Baird & Co. will engage in such transactions or
that if they do, they will not discontinue such transactions without notice.
Certain affiliates of Banc One Capital Markets, Inc. and Wachovia
Securities, Inc. engage in certain arms-length commercial banking transactions
with Alliant Energy Corporation.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribute to payments the underwriters may be required to make in respect
thereof.
10
<PAGE>
LEGAL OPINIONS
Foley & Lardner of Milwaukee, Wisconsin will issue an opinion to us about
certain legal matters with respect to the debentures. The underwriters will be
advised about other issues relating to the offering by Chapman and Cutler of
Chicago, Illinois.
EXPERTS
Arthur Andersen LLP, independent public accountants, have audited, as
indicated in their reports, our consolidated financial statements and schedule
at December 31, 1998 and 1997 and for each of the three years in the period
ending December 31, 1998 that we have incorporated by reference into this
prospectus and in the Registration Statement. We have included those financial
statements in this prospectus in reliance on the authority of Arthur Andersen
LLP as experts in accounting and auditing in giving their reports.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and proxy statements and
other information with the SEC. You may read and copy any document which we file
at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C.,
and at regional SEC offices in Chicago, Illinois, and New York, New York. You
can call the SEC at 1-800-SEC-0330 for more information on the operation of the
public reference rooms. You can also inspect our filings at the offices of the
American Stock Exchange, 86 Trinity Place, New York, New York 10006. We have
certain securities listed on that exchange. Finally, you can also find our
public filings with the SEC on the internet at a web site maintained by the SEC
located at http://www.sec.gov.
We have filed a Registration Statement on Form S-3 with the SEC with
respect to the debentures we are offering through this prospectus. This
prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information shown in the Registration Statement. For further
information about us and the debentures, you should read the Registration
Statement and the exhibits thereto which you can inspect at the public reference
rooms of the SEC described above, or through the SEC's web site.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document we filed separately with the SEC. The
information we incorporate by reference into this prospectus is considered to be
a part of this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents we list below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, until we sell all of the debentures we are offering through this
prospectus:
o Our Annual Report on Form 10-K for the year ended December 31, 1998;
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
June 30, 1999 and September 30, 1999; and
o Our Current Report on Form 8-K dated February 25, 2000.
You can request a copy of any of these filings by writing to Edward M.
Gleason, Vice President-Treasurer and Corporate Secretary, Wisconsin Power and
Light Company, 222 West Washington Avenue, Madison, Wisconsin 53703, or by
calling Mr. Gleason at (608) 252-3311. We will send to you any such filings you
request, without charge, excluding the exhibits to those documents, unless the
exhibits are specifically incorporated by reference into those documents.
11
<PAGE>
- --------------------------------------------------------------------------------
, 2000
$100,000,000
Wisconsin Power and Light Company
% Debentures due ,
------------------------
Prospectus
------------------------
Robert W. Baird & Co.
Banc One Capital Markets, Inc.
Legg Mason Wood Walker
Incorporated
Wachovia Securities, Inc.
- --------------------------------------------------------------------------------
You should only rely on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. We are offering to
sell, and seeking offers to buy, these securities only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of these securities.
- --------------------------------------------------------------------------------
<PAGE>
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...... $27,800
Fee of Public Service Commission of Wisconsin............ 1,000
Printing and Engraving Expenses.......................... 25,000
Fees of Rating Agencies.................................. 30,000
Trustee Fees and Expenses................................ 10,000
Accounting Fees and Expenses............................. 20,000
Legal Fees and Expenses.................................. 50,000
Blue Sky Fees and Expenses............................... 5,000
Miscellaneous Expenses................................... 6,200
-----
Total............................................... $175,000
========
Item 15. Indemnification of Directors and Officers.
Pursuant to the provisions of the Wisconsin Business Corporation Law and
Article VIII of the Registrant's Bylaws, directors and officers of the
Registrant are entitled to mandatory indemnification from the Registrant against
certain liabilities (which may include liabilities under the Securities Act of
1933) and expenses (i) to the extent such officers or directors are successful
in the defense of a proceeding; and (ii) in proceedings in which the director or
officer is not successful in defense thereof, unless it is determined that the
director or officer breached or failed to perform his or her duties to the
Registrant and such breach or failure constituted: (a) a willful failure to deal
fairly with the Registrant or its shareholders in connection with a matter in
which the director or officer had a material conflict of interest; (b) a
violation of criminal law unless the director or officer had a reasonable cause
to believe his or her conduct was lawful or had no reasonable cause to believe
his or her conduct was unlawful; (c) a transaction from which the director or
officer derived an improper personal profit; or (d) willful misconduct.
Additionally, under the Wisconsin Business Corporation Law, directors of the
Registrant are not subject to personal liability to the Registrant, its
shareholders or any person asserting rights on behalf thereof, for certain
breaches or failures to perform any duty resulting solely from their status as
directors, except in circumstances paralleling those outlined in (a) through (d)
above.
The indemnification provided by the Wisconsin Business Corporation Law and
the Registrant's Bylaws is not exclusive of any other rights to which a director
or officer of the Registrant may be entitled. The Registrant also carries
directors' and officers' liability insurance.
The proposed form of Underwriting Agreement for the debentures contains
provisions under which the underwriters agree to indemnify the directors and
officers of the Registrant against certain liabilities, including liabilities
under the Securities Act of 1933 or to contribute to payments the directors and
officers may be required to make in respect thereof.
Item 16. Exhibits.
The exhibits listed in the accompanying Exhibit Index are filed (except
where otherwise indicated) as part of this Registration Statement.
II-1
<PAGE>
Item 17. Undertakings.
(a) 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.
(b) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-2
<PAGE>
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 February 25,
2000.
WISCONSIN POWER AND LIGHT COMPANY
By: /s/ Erroll B. Davis, Jr.
----------------------------------
Erroll B. Davis, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Erroll B. Davis, Jr. Chief Executive Officer February 25, 2000
- ---------------------------- and Director (Principal
Erroll B. Davis, Jr. Executive Officer)
/s/ Thomas M. Walker Executive Vice President February 25, 2000
- ---------------------------- and Chief Financial Officer
Thomas M. Walker (Principal Financial Officer)
/s/ Daniel A. Doyle Vice President, Chief February 25, 2000
- ---------------------------- Accounting and Financial
Daniel A. Doyle Planning Officer (Principal
Accounting Officer)
Alan B. Arends* Director February 25, 2000
Jack B. Evans* Director February 25, 2000
Rockne G. Flowers* Director February 25, 2000
Joyce L. Hanes* Director February 25, 2000
Lee Liu* Director February 25, 2000
Katharine C. Lyall* Director February 25, 2000
Arnold M. Nemirow* Director February 25, 2000
II-3
<PAGE>
Signature Title Date
- --------- ----- ----
Milton E. Neshek* Director February 25, 2000
Judith D. Pyle* Director February 25, 2000
Robert D. Ray* Director February 25, 2000
Robert W. Schlutz* Director February 25, 2000
Wayne H. Stoppelmoor* Director February 25, 2000
Anthony R. Weiler* Director February 25, 2000
*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.
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------ --------------------
(1)* Proposed form of Underwriting Agreement relating to the debentures.
(4.1) Indenture of Mortgage or Deed of Trust dated August 1, 1941, between
the Company and First Wisconsin Trust Company (n/k/a Firstar Bank,
N.A.) 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).
E-1
<PAGE>
Exhibit
Number Document Description
- ------ --------------------
(4.21) Supplemental Indenture dated August 1, 1984 (incorporated by reference
to Exhibit 4.02 in File No. 33-2579).
(4.22) Supplemental Indenture dated January 15, 1986 (incorporated by
reference to Amended Exhibit 4.03 in File No. 33-2579).
(4.23) Supplemental Indenture dated June 1, 1986 (incorporated by reference
to Amended Exhibit 4.02 in File No. 33-4961).
(4.24) Supplemental Indenture dated August 1, 1988 (incorporated by reference
to Exhibit 4.24 in File No. 33-45726).
(4.25) Supplemental Indenture dated December 1, 1990 (incorporated by
reference to Exhibit 4.25 in File No. 33-45726).
(4.26) Supplemental Indenture dated September 1, 1991 (incorporated by
reference to Exhibit 4.26 in File No. 33-45726).
(4.27) Supplemental Indenture dated October 1, 1991 (incorporated by
reference to Exhibit 4.27 in File No. 33-45726).
(4.28) Supplemental Indenture dated March 1, 1992 (incorporated by reference
to Exhibit 4.1 to the Company's Form 8-K dated March 9, 1992).
(4.29) Supplemental Indenture dated May 1, 1992 (incorporated by reference to
Exhibit 4.1 to the Company's Form 8-K dated May 12, 1992).
(4.30) Supplemental Indenture dated June 1, 1992 (incorporated by reference
to Exhibit 4.1 to the Company's Form 8-K dated June 29, 1992).
(4.31) Supplemental Indenture dated July 1, 1992 (incorporated by reference
to Exhibit 4.1 to the Company's Form 8-K dated July 20, 1992).
(4.32) Indenture, dated as of June 20, 1997, between the Company and Firstar
Trust Company (n/k/a Firstar Bank, N.A.), as Trustee, for the
Debentures (incorporated by reference to Exhibit 4.33 to Amendment No.
2 to the Company's Form S-3 Registration Statement [Registration No.
33-60917]).
(4.33) Officers' Certificate, dated as of June 25, 1997, creating the
Company's 7% Debentures due June 15, 2007 (incorporated by reference
to Exhibit 4 to the Company's Form 8-K dated June 25, 1997).
(4.34) Officers' Certificate, dated as of October 27, 1998, creating the
Company's 5.70% Debentures due October 15, 2008 (incorporated by
reference to Exhibit 4 to the Company's Form 8-K dated October 27,
1998).
(5)** Opinion of Foley & Lardner (including consent of counsel).
(12) Statement re computation of ratios of earnings to fixed charges.
(23.1) Consent of Arthur Andersen LLP
(23.2)** Consent of Foley & Lardner (filed as part of Exhibit (5)).
(24)*** Powers of attorney.
(25)** Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Firstar Bank, N.A. 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 with the Registration Statement.
*** All powers of attorney were filed with the Registration Statement
except the power of attorney for Jack B. Evans, filed herewith.
E-2
<TABLE>
EXHIBIT 12
WISCONSIN POWER AND LIGHT COMPANY
RATIO OF EARNINGS TO FIXED CHARGES
<CAPTION>
Twelve Months
Ended
Years Ended December 31, September 30,
-----------------------------------------------------------------
1994 1995 1996 1997 1998 1999 1999
---------- ---------- ---------- ---------- ---------- ---------- ----------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Net income $ 71,495 $ 78,652 $ 82,485 $ 71,234 $ 35,574 $ 70,803 $ 53,962
Income taxes 44,727 45,606 53,808 41,839 24,670 45,758 34,380
---------- ---------- ---------- ---------- ---------- ---------- ----------------
Net income before income taxes 116,222 124,258 136,293 113,073 60,244 116,588 88,342
---------- ---------- ---------- ---------- ---------- ---------- ----------------
Interest expense 31,148 33,821 31,472 32,607 36,584 40,992 40,288
Estimated interest component of rent expense 3,247 3,474 3,160 3,524 3,202 2,858 2,725
---------- ---------- ---------- ---------- ---------- ---------- ----------------
Fixed charges as defined 34,395 37,295 34,632 36,131 39,786 43,850 43,013
----------------
Earnings as defined $150,617 $161,553 $170,925 $149,204 $100,030 $160,438 $ 131,355
========== ========== ========== ========== ========== ========== ================
Ratio of Earnings to Fixed Charges (Unaudited) 4.38 4.33 4.94 4.13 2.51 3.66 3.05
========== ========== ========== ========== ========== ========== ================
</TABLE>
Exhibit (23.1)
Consent of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this amendment to the registration statement of our report dated
January 29, 1999 included in the Wisconsin Power and Light Company Form 10-K for
the year ended December 31, 1998 and to all references to our firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
February 25, 2000
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Jack B. Evans
hereby constitute and appoint Erroll B. Davis, Jr., William D. Harvey, and
Edward M. Gleason, and each of them individually, my true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for me and in my name, place and stead, in any and all capacities, to sign my
name as a director of Wisconsin Power and Light Company (the "Company") to the
Registration Statement on Form S-3, and any amendments (including post-effective
amendments) or supplements thereto, relating to a public offering of unsecured
debt securities to be issued and sold by the Company, and to file said
Registration Statement, and any amendment (including any post-effective
amendment) or supplement thereto, with the Securities and Exchange Commission in
connection with the registration of the unsecured debt securities under the
Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents,
or each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 25th day of February, 2000.
/s/ Jack B. Evans
---------------------------------
Jack B. Evans
