SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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IN THE MATTER OF
ALLIANT ENERGY CORPORATION, ET AL. CERTIFICATE
PURSUANT TO
File No. 70-9735 RULE 24
(Public Utility Holding Company Act of 1935)
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This Certificate of Notification (the "Certificate") is filed by
Alliant Energy Corporation ("Alliant Energy"), a registered holding company
under the Public Utility Holding Company Act of 1935, as amended (the "Act"),
its wholly-owned subsidiaries, Wisconsin Power & Light Company ("WPL") and South
Beloit Water, Gas & Electric Company ("South Beloit") and Alliant Energy's
partially owned subsidiaries, American Transmission Company LLC (the "Transco")
and ATC Management Inc. (the "Corporate Manager"), in connection with the
transactions proposed in the Form U-1 Application-Declaration (the
"Application-Declaration"), as amended, of Alliant Energy, WPL, South Beloit,
the Transco and the Corporate Manager (collectively, the "Applicants") in File
No. 70-9735. These transactions were authorized by order of the Securities and
Exchange Commission (the "Commission") dated December 29, 2000 (the "Order").
The Applicants hereby certify the matters set forth below pursuant to Rule 24 of
the rules under the Act:
i. On December 29, 2000, and effective as of January 1, 2001: (a)
WPL transferred ownership and control over its transmission assets ("WPL
Transmission Assets") to the Transco; (b) South Beloit transferred ownership and
control over its transmission assets to the Transco; (c) WPL and South Beloit
received, in exchange for such transfers, member units of the Transco; (d) WPL
purchased Class A shares and one Class B share of the Corporate Manager; (e) the
Transco issued its member units to Wisconsin Electric Power Co. ("WEPCO"),
Wisconsin Public Power, Inc. ("WPPI"), Wisconsin Public Service Corporation
("WPS") and Madison Gas & Electric Company ("MGE") in exchange for transmission
assets or cash, as the case may be; (f) the Corporate Manager issued its Class A
and Class B shares to WPL, WEPCO, WPPI, WPS and MGE in exchange for cash
payments; (g) the Corporate Manager commenced acting as manager of the Transco;
(h) WPL formed NewCo, a Wisconsin limited liability company and acquired NewCo's
member units; (i) NewCo transferred cash to the trustee under WPL's indenture
(the "Trustee"); and (j) the Trustee released the WPL Transmission Assets from
the lien of the WPL indenture.
ii. Filed herewith as Exhibits F-1 and F-2 are "past-tense" Opinions
of Counsel for the Applicants.
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S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this Certificate
to be signed on their behalf by the undersigned thereunto duly authorized.
ALLIANT ENERGY CORPORATION
WISCONSIN POWER AND LIGHT COMPANY
SOUTH BELOIT WATER, GAS & ELECTRIC
COMPANY
By: /s/ Edward M. Gleason
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Name: Edward M. Gleason
Title: Vice President-Treasurer and
Corporate Secretary
AMERICAN TRANSMISSION COMPANY LLC
BY: ATC MANAGEMENT INC., ITS MANAGER
By: /s/ Walter T. Woelfle
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Name: Walter T. Woelfle
Title: Vice President, Legal and Secretary
ATC MANAGEMENT INC.
By: /s/ Walter T. Woelfle
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Name: Walter T. Woelfle
Title: Vice President, Legal and Secretary
January 16, 2001
