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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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In the Matter of :
Interstate Energy Corporation et al. : CERTIFICATE
:
File No. 70-9317 : OF
:
: NOTIFICATION
(Public Utility Holding Company Act of 1935):
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Interstate Energy Corporation ("IEC"), a Wisconsin corporation and a
registered holding company under the Public Utility Holding Company Act of 1935,
as amended, hereby certifies the matters set forth below. Capitalized terms used
herein without definition have the meanings ascribed to them in the Declaration,
as defined below.
1. On June 16, 1998, IEC filed a Form U-1 Declaration (the
"Declaration") with the Securities and Exchange Commission (the "Commission") in
this File No. 70-9317. On October 15, 1998, IEC and the other proposed
participants in the money pools filed an amendment to the Declaration. On
December 17, 1998, IEC, Wisconsin Power & Light Company and Alliant Services
Company filed a final amendment to the Declaration. As amended, the Declaration
sought authorization for (i) IEC to issue notes and/or commercial paper and
enter into certain guarantees, (ii) IEC and Alliant Industries, Inc. ("Alliant")
to make certain capital contributions, (iii) the subsidiaries of IEC, including
Alliant Services Company to incur short-term borrowings and (iv) IEC and its
subsidiaries, including Alliant, to establish and utilize a system of separate
money pool s to coordinate and provide for the short-term cash requirements of
the applicants.
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2. By Notice dated November 2, 1998, in Commission Release No.
35-26935, the Commission issued public notice of the Declaration.
3. On December 18, 1998 the Commission issued an order in Commission
Release No. 35-26956, permitting the Declaration to become effective forthwith.
4. On December 18, 1998, IEC renewed its $150,000,000, 364-day bank
credit facility which is used to back up its commercial paper. On December 21,
in accordance with the order of the Commission authorizing the Utility Money
Pool, Interstate Power Company and IES Utilities loaned $1,268,217.56 and
$1,092,999.76, respectively, to the Utility Money Pool, and the Utility Money
Pool, in turn loaned $3,315,000 to Wisconsin Power and Light Company
(collectively, the "Transactions").
5. The above-described Transactions have been carried out in
accordance with the terms and conditions of, and for the purposes recited herein
and in the Declaration, and in accordance with the terms and conditions of the
Commission's order dated December 18, 1998, permitting the Declaration to become
effective.
7. Filed herewith is the exhibit set forth in the Exhibit Index
attached.
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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 company has duly caused this document
to be signed on its behalf by the undersigned thereunto duly authorized.
December 31, 1998
Interstate Energy Corporation
By: /s/ Edward M. Gleason
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Name: Edward M. Gleason
Title: Treasurer
Interstate Power Company
By: /s/ Steven F. Price
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Name: Steven F. Price
Title: Assistant Treasurer
IES Utilities Inc.
By: /s/ Steven F. Price
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Name: Steven F. Price
Title: Assistant Treasurer
Wisconsin Power & Light Company
By: /s/ Steven F. Price
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Name: Steven F. Price
Title: Assistant Treasurer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
I-2 Final or "Past-Tense" Opinion of Counsel
</TABLE>
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EXHIBIT I-2
[MTHM LETTERHEAD]
December 31, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Interstate Energy Corporation Form U-1 Declaration
(File No. 70-9317)
Ladies and Gentlemen:
We refer to the Form U-1 Declaration, as amended (the
"Declaration"), under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), filed with the Securities and Exchange Commission (the
"Commission") by Interstate Energy Corporation ("IEC"), a Wisconsin corporation
and a registered holding company under the Act, and certain of its subsidiaries,
in File No. 70-9317; the order of the Commission dated December 18, 1998 (the
"Order") granting the Declaration and permitting the Declaration to become
effective; and the Certificate of Notification to be filed with the Commission
by IEC with respect to the Declaration (the "Certificate of Notification"). The
Declaration, Order and Certificate of Notification relate to the formation and
funding of a money pool system through the issuance and sale of commercial paper
and bank borrowings. Capitalized terms used in this letter without definition
have the meanings ascribed to such terms in the Certificate of Notification.
We have acted as special counsel for IEC in connection with the
Declaration and, as such counsel, we are familiar with the corporate proceedings
taken by IEC in connection with the Transactions. We have examined originals, or
copies certified to our satisfaction, of such corporate records of IEC,
certificates of public officials, certificates (including the Certificate of
Notification) of officers and representatives of IEC, and other documents as we
have deemed it necessary to examine as a basis for the opinions hereinafter
expressed. In such examination we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity with the originals of all documents submitted to us as copies. As to
various questions of fact material to such opinions, we have, when relevant
facts were not independently established, relied on certificates of officers of
IEC, and other appropriate persons and statements contained in the Declaration
and the exhibits thereto.
The opinions expressed below in respect of the Transactions are
subject to the following assumptions and conditions:
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a. The Transactions shall have been duly authorized and approved
to the extent required by the governing corporate documents
and applicable state law by the Board of Directors of IEC.
b. All required approvals, authorizations, consents,
certificates, and orders of, and all filings and registrations
with, all applicable federal and state commissions and
regulatory authorities with respect to the Transactions
(including the approval and authorization of the Commission
under the Act) shall have been obtained or made, as the case
may be, and remain in effect; the Commission shall have duly
entered an appropriate order or orders granting and permitting
the Declaration to become effective with respect to the
Transactions as described in the Declaration; and the
Transactions shall have been accomplished in accordance with
all such approvals, authorizations, consents, certificates,
orders, filings and registrations.
c. No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change the
opinions expressed above.
d. The consummation of the Transactions as described shall be
conducted under our supervision and all legal matters incident
thereto shall be satisfactory to us, including the receipt in
satisfactory form of such opinions of other counsel qualified
to practice in jurisdictions pertaining to the Transactions in
which we are not admitted to practice, as we may deem
appropriate.
Based upon the foregoing, and subject to the assumptions and conditions
set forth above, and having regard to legal considerations which we deem
relevant, we are of the opinion that, in the event that the proposed
Transactions are consummated in accordance with the Declaration:
1. The transactions described in the Certificate of Notification
dated this date have been carried out in accordance with the
provisions of the Declaration.
2. All state laws (other than the state securities or "blue sky"
laws of various states as to which we express no opinion)
applicable to the proposed Transactions have been or will be
complied with.
3. The notes described in this Certificate of Notification are
valid and binding obligations of the issuer in accordance with
their terms.
4. The Declarants legally acquired the notes.
5. The consummation of the proposed Transactions will not violate
the legal rights of the holders of any securities issued by
any of the Declarant or any associate company thereof.
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We hereby consent to the use of this opinion as an exhibit to the
Declaration. We do not assume or undertake any responsibility to advise you of
changes in either fact or law which may come to our attention after the date
hereof.
Very truly yours,
Milbank, Tweed, Hadley & McCloy
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