FORM U-6B-2
Certificate of Notification
WISCONSIN POWER & LIGHT COMPANY
This certificate is filed by Wisconsin Power & Light Company.
This certificate is notice that Wisconsin Power & Light Company
has issued, renewed or guaranteed the security or securities
described herein, which issue, renewal or guaranty was exempted from
the provisions of Section 6(a) of the Act and was neither the subject
of a declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48 [Reg. Section 250.48 Paragraph
36,621].
1. Type of the security - Registered Senior Unsecured Debentures.
2. Issue, renewal or guaranty - New Issues
3. Principal amount of each security - $100,000,000
4. Rate of interest per annum of each security - 7.625%
5. Date of issue, renewal or guaranty - March 6, 2000
6. If renewal of security, give date of original issue - Not
Applicable
7. Date of maturity of each security - March 1, 2010
8. Name of the person to whom each security was issued, renewed or
guarantied: See Schedule 1
9. Collateral given with each security: None
10. Consideration received for each security: $98,740,000
11. Application of proceeds of each security: See Schedule 1
12. Indicate by a check after the applicable statement below
whether the issue, renewal or guaranty of each security was
exempt from the provisions of Section 6(a) because of
a. the provisions contained in the first sentence of 6(b), :
b. the provisions contained in the fourth sentence of 6(b), :
c. the provisions contained in any rule of the commission
other than Rule U-48, : X
13. Not Applicable
14. Not Applicable
15 Exempt from provisions of 6(a) under Rule 52(a).
WISCONSIN POWER & LIGHT COMPANY
By: /s/ Edward M. Gleason, VP - Treasurer
-------------------------------------
Date: March 14, 2000
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Schedule 1
WISCONSIN POWER & LIGHT COMPANY
8) Name of the person to whom each security was issued, renewed
or guaranteed.
The issue was offered as a 100% pot, the resulting book of
orders was made up of the following:
Amount Company Manager
------ --------------------- --------
1,000,000 NISA Baird
300,000 Cleary Baird
7,500,000 American Family Baird
20,000,000 Wellington Baird
4,000,000 Country Company Baird
5,000,000 Cincinnati Baird
2,000,000 Fed Mutual Baird
9,500,000 Conning Baird
1,000,000 Caterpillar Baird
5,000,000 Lutheran Brotherhood Baird
10,000,000 Torchmark Baird
300,000 Huntington Baird
225,000 Talon Baird
10,000,000 Western Asset Baird
500,000 London Life Baird
3,000,000 Retail Baird
----------
79,325,000
1,000,000 Farm Bureau General Bank One
5,000,000 Empire Blue Cross Bank One
250,000 Kanaly Trust Bank One
250,000 Farmers Savings Bank Bank One
1,500,000 Atlantic Mutual Bank One
2,500,000 Bank One Retail Bank One
5,000,000 Calvert Bank One
----------
15,500,000
1,000,000 Schuman & Schneider Legg Mason
500,000 Cole Taylor Bank Legg Mason
400,000 Chicago Equity Partners Legg Mason
1,500,000 Atlantic Mutual Legg Mason
125,000 Manufacturers & Traders Legg Mason
---------
3,525,000
1,000,000 Civitas Wachovia
500,000 Georgia Casualty Wachovia
150,000 BOA Trust St. Louis Wachovia
-----------
1,650,000
-----------
100,000,000
11) Application of proceeds of each security.
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 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.
