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<PAGE> 1
Date of Filing: April 24, 1998 File No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U5A
NOTIFICATION OF REGISTRATION
Filed under Section 5(a) of the Public Utility
Holding Company Act of 1935
Interstate Energy Corporation
Name of Registrant
The undersigned holding company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 5(a) of the Public Utility Holding Company Act of 1935 and furnishes the
following information as to the registrant and subsidiary companies thereof:
(1) Exact name of registrant: Interstate Energy Corporation
(2) Address of principal executive offices: 222 West Washington Avenue,
Madison, Wisconsin 53701-2568
(3) Name and address of officers to whom notices and communications should
be addressed: Erroll B. Davis, Jr. President and Chief Executive
Officer, 222 West Washington Avenue, Madison, Wisconsin 53701-2568,
with a copy to Barbara J. Swan, General Counsel, at the same address.
(4) Required information regarding the registrant and each subsidiary
company thereof (indented to reflect parent-subsidiary relationships):
<TABLE>
<CAPTION>
Name of Company Organization State Type of Business
<S> <C> <C> <C>
Interstate Energy Corporation Corp. WISC Holding company
Wisconsin Power & Light Company Corp. WISC Utility company
("WP&L")
South Beloit Water, Gas and Corp. ILL Utility company
Electric Company
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
Name of Company Organization State Type of Business
<S> <C> <C> <C>
Wisconsin River Power Company Corp. (WP&L has a WISC Utility company
33.3% interest)
REAC, Inc. Corp. WISC Purchases undeveloped real
property
Wisconsin Valley Improvement Corp. (WP&L owns 13% WISC Manages water flows on
Company of company) Wisconsin River
WP&L Charitable Foundation Non-profit Corp. WISC Contributes to charities
Alliant Services Company Corp. IA Service company
Interstate Power Company ("IPC") Corp. IA Utility company
IPC Development Corp. IA Acquires and disposes of real
estate for IPC
Alliant Industries, Inc. Corp. WISC Holding company for
non-utility subsidiaries
Heartland Environmental Corp. WISC Holding company
Holding Company
RMT Inc. Corp. WISC Environmental consulting and
engineering
RMT INTERNATIONAL CORP. Corp. WISC Holding company
RMT of Ohio Corp. (RMT owns 48%) OH Environmental
consulting and engineering
RMT of North Carolina, Inc. Corp. NC Environmental
consulting and engineering
RMT of Michigan, Inc. Corp. MICH Environmental
consulting and engineering
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
Name of Company Organization State Type of Business
<S> <C> <C> <C>
Quality Environmental Systems, Corp. WISC Environmental
Inc. consulting and engineering
Jones & Neuse, Inc. Corp. Texas Environmental consulting and
engineering
Entra Technologies Co. Corp. Texas Environmental software company
Heartland Properties, Inc. ("HPI") Corp. WISC Asset management-real estate (owns
100% of 57 properties developed to
qualify for tax benefits and build
low income housing)
Heartland Asset Management, Inc. Corp. WISC Monitors and inspects properties
Capital Square Financial Corp. WISC Financing services
Corporation
Heartland Energy Group Corp. WISC Holding company
IEA-HES LLC L.L.C. IA Gas Marketing
Enserv, Inc. Corp. WISC Energy project development
Heartland Energy Services, Inc. Corp. WISC Inactive company
("HES")
IES Transportation Inc. Corp. IA Holding company
("Transportation")
Cedar Rapids and Iowa City Corp. IA Shortline freight railway
Railway Company ("CRANDIC")
Heartland Rail Corporation Corp. (CRANDIC owns IA Operates rail lines
17.5%)
IEI Barge Services Inc. Corp. IA Barge terminal and hauling
(Transportation owns services
75%)
IES Transfer Services Inc. Corp. IA Operates storage facilities
Iowa Northern Railway Corp.(Transport-ation IA Intermediary railway company
has non-voting
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
Name of Company Organization State Type of Business
<S> <C> <C> <C>
interest)
IES Energy Inc. ("Energy") Corp. IA Holding company
Whiting Petroleum Corporation Corp. DE Produces crude oil and natural
gas
Industrial Energy Applications Inc. Corp. IA Commodities-based energy
services
IEA Delaware Inc. Corp. DE Limited partner in Oakhill
Oakhill Pipeline LP LP TEXAS Manages gas gathering system
investment
Ely, Inc. Corp. (Energy holds IA Inactive corporation
a 69.4% interest)
IES INTERNATIONAL INC. Corp. IA Holding company
("INTERNATIONAL")
IES New Zealand Ltd. Corp. New Zealand Foreign utility company
PowerCo Limited Corp. New Zealand Utility company
Central Power Limited Corp. New Zealand Utility company
Interstate Energy Corporation PTE Corp. Singapore Foreign utility company
Ltd.
JIES Heat and Power Ltd. Corp. PRC Foreign utility company
TIES Heat and Power Ltd. Corp. PRC Foreign utility company
IES Brazil Inc. Corp. IA Foreign utility company
IES Investments Inc. ("Investments") Corp. IA Holding company
2001 Development Corporation Corp. (Investments IA Real estate development
owns 54.6%)
2060 Partnership Partnership IA Real estate project
2002 Development Corporation Corp. IA Real estate project
</TABLE>
4
<PAGE> 5
<TABLE>
<CAPTION>
Name of Company Organization State Type of Business
<S> <C> <C> <C>
Center Place Limited L.P. IA Operates apartments
Iowa Venture Capital L.P. IA Venture capital fund
OSADA I Limited Partnership L.P. IA Develops low-income housing
Blairs Ferry Limited Partnership L.P. IA Develops low-income housing
IES Investco Inc. Corp. IA Holding company for
commitments to DLJ Merchant
Banking Fund,
L.P.
McLeod USA Incorporated Corp. (Investments DE Exempt Telecommunications
owns 16%; IPC owns Company
less than 1%)
Village Lakeshares Inc. Corp. IA Holding company
Iowa Land and Building Corp. IA Purchases undeveloped real
Company ("ILBC") property
Prairie Ridge Business Park L.L.C. IA Real Estate holding company
IES Utilities Inc. ("Utilities") Corp. IA Utility company
IES Ventures Inc. Corp. IA Holding company
IES Midland Development Inc. Corp. IA Owns and operates landfill
Unitrain Services Partnership IA Railroad car management company
Envirogas L.P. L.P. IA Sells rufuse gas from biomass
IES Industries Charitable Foundation Non-Profit Corp. IA Contributes to charities
Cedar Rapids Electronic Joint Venture IA Evaluates electric mass transit
Transportation Consortium technology
</TABLE>
5
<PAGE> 6
Signature
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the registrant has caused this notification of registration to be duly
signed on its behalf in the City of Madison and State of Wisconsin on the 24th
day of April, 1998.
Interstate Energy Corporation
By: /s/ Erroll B. Davis, Jr.
------------------------
Erroll B. Davis, Jr.
President and Chief
Executive Officer
(Seal)
Attest
/s/ Barbara J. Swan
- -------------------
Barbara J. Swan
General Counsel
6
<PAGE> 7
Verification
State of Wisconsin
ss.:
County of Dane
The undersigned, being duly sworn, deposes and says that he has duly
executed the attached Notification of Registration dated April 24, 1998 for and
on behalf of Interstate Energy Corporation, that he is the President and Chief
Executive Officer of such company, and that all action by stockholders,
directors and other bodies necessary to authorize deponent to execute and file
such instrument has been taken. Deponent further says that he is familiar with
such instruments and the contents thereof, and that the facts therein set forth
are true to the best of his knowledge, information and belief.
/s/ Erroll B. Davis, Jr.
------------------------
Erroll B. Davis, Jr.
(Official seal)
Subscribed and sworn to before me at Madison, Wisconsin this 24th day of April,
1998.
/s/ Barbara J. Swan
-------------------
Barbara J. Swan
General Counsel
My commission expires: N/A
7
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