(As filed August 26, 1999)
File No. 70-9455
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 4
on
FORM U-1/A
to
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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ALLIANT ENERGY CORPORATION
(FORMERLY INTERSTATE ENERGY CORPORATION)
ALLIANT ENERGY RESOURCES, INC.
222 West Washington Avenue
Madison, Wisconsin 53703
(Names of companies filing this statement and
addresses of principal executive offices)
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ALLIANT ENERGY CORPORATION
(Name of top registered holding company parent)
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Erroll B. Davis, Jr., President and
Chief Executive Officer
Interstate Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703
(Name and address of agent for service)
The Commission is requested to send copies of all
notices, orders and communications in connection with
this Application or Declaration to:
Barbara J. Swan, General Counsel William T. Baker, Jr., Esq.
Alliant Energy Corporation Thelen Reid & Priest LLP
222 West Washington Avenue 40 West 57th Street
Madison, Wisconsin 53703 New York, New York 10019
<PAGE>
The Application or Declaration filed in this proceeding on February 18,
1999, as amended by Amendment Nos. 1, 2, and 3 dated April 20, 1999, June 1,
1999, and July 30, 1999, respectively, is hereby further amended as follows:
ITEM 6 - EXHIBITS AND FINANCIAL STATEMENTS is supplemented with the
---------------------------------
filing of a revised Exhibit F Opinion of Counsel.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this statement
amending the Application or Declaration filed herein to be signed on their
behalf by the undersigned thereunto duly authorized.
ALLIANT ENERGY CORPORATION
By:____________________________
Name: Erroll B. Davis
Title: President and Chief
Executive Officer
ALLIANT ENERGY RESOURCES, INC.
By:___________________________
Name: James E. Hoffman
Title: President
Date: August 26, 1999
-2-
<PAGE>
EXHIBIT F (REVISED)
[ON LETTERHEAD OF BARBARA J. SWAN, ESQUIRE]
August 26, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
RE: ALLIANT ENERGY CORPORATION, ET AL.
FORM U-1 APPLICATION/DECLARATION
(FILE NO. 70-9455
Dear Sirs:
I refer to the Form U-1 Application/Declaration, as amended (the
"Application"), under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), filed jointly with the Securities and Exchange Commission (the
"Commission") by Alliant Energy Corporation ("Alliant Energy") (formerly
Interstate Energy Corporation) and its wholly-owned, non-utility subsidiary,
Alliant Energy Resources, Inc. ("AER"). I have acted as counsel for Alliant
Energy and AER in connection with the Application.
In the Application, Alliant Energy and AER request authority to engage
in various transactions (the "Proposed Transactions"). Specifically, the
authorizations relate to the following: (i) the issuance and sale of common
stock and unsecured debentures by Alliant Energy (the "Alliant Energy
Securities"); (ii) to the extend not exempt by Rule 52(b), the issuance and sale
of debt and equity securities by AER and its non-utility subsidiaries ("AER
Subsidiaries"); (iii) the issuance of guarantees by Alliant Energy with respect
to obligations of its subsidiaries and, to the extent such transactions are not
exempt under Rules 45(b) and 52, the issuance of guarantees by AER and AER
Subsidiaries with respect to obligations of other non-utility subsidiaries;
(iv) hedging transactions entered into by Alliant Energy and, to the extent not
exempt under Rule 52, by AER and AER Subsidiaries; (v) the acquisition of the
equity securities of one or more financing subsidiaries ("Financing
Subsidiaries") by Alliant Energy and AER and certain related transactions;
(vi) the acquisition by Alliant Energy and AER of the equity securities of one
or more intermediate holding company subsidiaries ("Intermediate Subsidiaries")
formed exclusively for the purpose of acquiring, financing, and holding the
securities of other non-utility subsidiaries; (vii) the acquisition by AER or
any AER Subsidiary of non-utility energy assets that are incidental and
related to energy marketing and oil and gas production ("Energy Assets"), or of
the securities of companies substantially all of whose physical properties
consist of Energy Assets; (viii) the sale of goods and services by AER and AER
Subsidiaries to each other at fair market prices, subject to certain
limitations; (ix) the conduct of business by certain categories of subsidiaries
of AER acquired pursuant to Rule 58 both within and outside the United States;
and (x) the payment of dividends by AER and AER Subsidiaries out of capital and
unearned surplus.
In connection with this opinion, I have examined original, certified,
or conformed copies of all such corporate records, agreements, instruments, and
documents of Alliant Energy and AER, certificates of public officials and
officers of Alliant Energy and AER, and have made such other investigations as I
have deemed necessary or appropriate for the purpose of rendering this opinion.
In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals and the conformity to
originals of all documents submitted to me as conformed copies.
The opinions expressed below with respect to the Proposed Transactions
are subject to the following assumptions and conditions:
(a) The Proposed Transactions shall have been duly authorized and
approved, to the extent required by the governing documents and applicable state
laws, by the Boards of Directors of Alliant Energy and/or AER or the appropriate
AER Subsidiary.
(b) The Commission shall have duly entered an appropriate order with
respect to the Proposed Transactions as described in the Application granting
and permitting the Application to become effective under the Act and the rules
and regulations thereunder and the Proposed Transactions are consummated in
accordance with the Application and said order.
(c) Any registration statement required to be filed with respect to any
Alliant Energy Securities to be issued shall have become effective pursuant to
the Securities Act of 1933, as amended; no stop order shall have been entered
with respect thereto; and the issuance of Alliant Energy Securities shall have
been consummated in compliance with or pursuant to an exemption under the
Securities Act of 1933, as amended, and the rules and regulations thereunder.
(d) The parties shall have obtained all consents, waivers and releases,
if any, required for the Proposed Transactions under all applicable governing
corporate documents, contracts, agreements, debt instruments, indentures,
franchises, licenses, and permits.
(e) No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions expressed above.
(f) The consummation of the Proposed Transactions shall be conducted
under my supervision and all legal matters incident thereto shall be
satisfactory to me, including the receipt in satisfactory form of opinions of
other counsel qualified to practice in jurisdictions in which I am not admitted
to practice, as I may deem appropriate.
Based on the foregoing, and subject to the assumptions and conditions
set forth herein, and having regard to legal considerations which I deem
relevant, I am of the opinion that, in the event the Proposed Transactions are
consummated in accordance with the Application:
1. All state laws applicable to the Proposed Transactions will have
been complied with; however, I express no opinion as to the need to comply with
state blue sky laws;
2. Alliant Energy and AER are validly organized and duly existing under
the laws of their respective states of incorporation;
3. Any equity securities to be issued by Alliant Energy and AER and the
new subsidiaries of Alliant Energy and AER in the Proposed Transactions will be
validly issued, fully paid and nonassessable, and the holders thereof will be
entitled to the rights and privileges appertaining thereto set forth in the
applicable certificates of incorporation which define such rights and
privileges;
4. The various debt instruments and guarantees to be issued by Alliant
Energy, AER and any AER Subsidiary as part of the Proposed Transactions will be
valid and binding obligations of such company in accordance with the terms of
such instruments and guarantees; and
5. Alliant Energy and AER will legally acquire, directly or indirectly,
the equity securities of any Financing Subsidiary or Intermediate Subsidiary and
AER or any AER Subsidiary will legally acquire any Energy Assets or securities
of companies substantially all of whose physical properties consist of Energy
Assets;
6. The consummation of the Proposed Transactions will not violate the
legal rights of the holders of any securities issued by Alliant Energy or AER
or their respective subsidiaries.
I hereby consent to the use of this opinion in connection with the
Application.
Sincerely,
Barbara J. Swan
