(As filed November 5, 1999)
File No. 70-9455
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------
Post-Effective Amendment No. 1
("POS-AMC")
to
FORM U-1
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
---------------------------------------------------------
ALLIANT 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)
-----------------------------------------------------
ALLIANT ENERGY CORPORATION
(Name of top registered holding company parent)
-----------------------------------------------------
Erroll B. Davis, Jr., President and
Chief Executive Officer
Alliant 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>
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
-----------------------------------
By order dated August 26, 1999 in this proceeding (Holding Co. Act Release
No. 27069) (the "Financing Order"), Alliant Energy Corporation ("Alliant
Energy"), a registered holding company, and its wholly-owned non-utility
subsidiary, Alliant Energy Resources, Inc. ("AER"), were authorized to engage in
a program of external and intrasystem financing for the period through December
31, 2001. Among other approvals granted under the Financing Order, the
Commission authorized Alliant Energy to provide guarantees or other forms of
credit support on behalf of its subsidiaries (including AER) in an aggregate
amount at any time outstanding not to exceed $600 million. The Financing Order
provides, among other things, that any promissory note, bond or other evidence
of indebtedness issued by any non-utility subsidiary of Alliant Energy which is
guaranteed by Alliant Energy shall mature in no more than 40 years after the
date of issuance and bear interest at a fixed or floating rate no greater than
300 basis points over a reference rate which, in the case of a fixed rate note,
is the yield to maturity of a United States Treasury obligation having a
remaining term approximately equal to the average life of such note at the time
issued (the "Treasury Rate").
It is contemplated that AER may from time to time issue unsecured senior
notes ("Senior Notes") which are unconditionally guaranteed by Alliant Energy,
subject to the limitations on guarantees contained in the Financing Order.
Specifically, any Senior Notes issued by AER and guaranteed by Alliant Energy
will have a maturity of no more than 40 years after the date of issuance and
will bear interest at a fixed rate, which will not be greater than 300 basis
points over the Treasury Rate at the time of issuance.
AER further contemplates that, depending on market conditions and other
factors, it may offer its Senior Notes to broker-dealers and other investors in
transactions that are exempt from the registration requirements under the
Securities Act of 1933, as amended (the "1933 Act") pursuant to Section 4(2) and
Rule 144A,1 and in connection with any such offering, may also enter into a
registration rights agreement or similar agreement with the initial purchasers
of the Senior Notes pursuant to which AER would agree to conduct an offer to
exchange a new series of unsecured senior notes (the "Exchange Notes") for an
equal principal amount of its outstanding Senior Notes at a future date
specified in such agreement. In any such case, the Exchange Notes would also be
guaranteed by Alliant Energy, subject to the limitations in the Financing Order
summarized above. It is contemplated that AER would register the transaction in
which the Exchange Notes are issued with the Commission on Form S-4 so that
private placement purchasers (other than broker-dealers) that are not affiliated
with AER may resell the Exchange Notes without compliance with 1933 Act
registration and prospectus delivery requirements.2
- - ------------------------------
1 In such case, the initial purchasers could resell the Senior Notes to (i)
persons who are "qualified institutional buyers," as defined in Rule 144A
under the 1933 Act, or (ii) to a limited number of persons who are other
"institutional accredited investors," as defined in Rule 501(a)(1), (2),
(3) or (7) under the 1933 Act.
2 AER would register the exchange offer in reliance on the position of the
staff of the Division of Corporation Finance enunciated in Exxon Capital
-------------
Holdings Corporation (available May 13, 1988) and Morgan Stanley and Co.,
-------------------- ----------------------
Inc. (available June 5, 1991) as interpreted in the staff's letter to
---
Shearman & Sterling (available July 2, 1993).
-------------------
2
<PAGE>
The Exchange Notes would be identical in all material respects, including
maturity and interest rate, to the Senior Notes which are retired in the
exchange, except that the transaction in which the Exchange Notes are issued
will be registered with the Commission and thus the Exchange Notes will not
be subject to restrictions on transfer or bear restrictive legends.
A registration rights agreement entered into with the initial purchasers of
the Senior Notes would also likely provide that the interest rate on the Senior
Notes would be increased by some predetermined amount (typically 50 to 100 basis
points) if (i) AER fails to file the registration statement pursuant to the 1933
Act for the exchange offer prior to a specified date, (ii) the exchange offer
registration statement has not been declared effective by the Commission prior
to a specified date, or (iii) the exchange offer is not consummated prior to a
specified date.
Although the Exchange Notes would bear interest at the same rate as the
Senior Notes for which they are exchanged in the exchange offer transaction
described above, it is possible that, with the gap in time between the date of
issuance of the Senior Notes and the consummation of the exchange offer, the
interest rate on the Exchange Notes could exceed 300 basis points over the
Treasury Rate in effect as of the date of the issuance of the Exchange Notes.
Similarly, with the passage of time between the date of issuance of the Senior
Notes and the date of any interest rate reset on the Senior Notes, the new rate
could exceed 300 basis points over the Treasury Rate in effect on the reset
date. This could happen, in either case, if there were a significant drop in the
underlying Treasury Rate after the Senior Notes are issued.
The applicants request a modification to the terms of the Financing Order
so that it is clear that, in the case of any exchange offer or interest rate
reset provision negotiated in conjunction with the sale of Senior Notes which
are guaranteed by Alliant Energy, the applicable Treasury Rate used for purposes
of determining the maximum interest rate on notes guaranteed by Alliant Energy
shall be the Treasury Rate as in effect on the date of the initial closing and
not the Treasury Rate in effect on the exchange date or interest rate reset
date, as the case may be. The economic substance of the exchange offer
transaction described above is that holders of Exchange Notes immediately after
the exchange offer will hold a debt security that is identical in all material
respects (specifically interest rate and maturity) to the Senior Notes. The only
difference is that the Exchange Notes will be registered under the 1933 Act.
Moreover, in such a transaction, the Senior Notes and Exchange Notes would be
issued as parts of a single integrated financing transaction, all of the terms
of which will have been agreed to with the initial purchasers at the time of
closing on the Senior Note offering. Likewise, an interest rate reset provision
such as that described above would be a part of the documentation under which
the Senior Notes are initially issued. Thus, so long as the rate on the Exchange
Notes or the reset rate on the Senior Notes, as the case may be, would be within
the interest rate limitation specified in the Financing Order (i.e., no more
than 300 basis points over the applicable Treasury Rate) as of the date of the
initial closing on the Senior Notes, any rise or drop in the Treasury Rate
between such date and the date of the exchange offer or interest rate reset, as
the case may be, should be ignored.
ITEM 5. PROCEDURE.
---------
The applicants respectfully submit that the request contained herein is in
the nature of a clarification, rather than a request for new authority.
Accordingly, the applicants believe that the Commission may issue a supplemental
3
<PAGE>
order in this proceeding without publishing a notice under Rule 23. If the
Commission concludes otherwise, the applicants respectfully request that the
Commission publish a notice under Rule 23 with respect to the filing of this
Post-Effective Amendment as soon as practicable. The applicants request that the
Commission's supplemental order be issued as soon as the rules allow, and in any
event not later than January 15, 2000, and that there should not be a 30-day
waiting period between issuance of the Commission's supplemental order and the
date on which such order is to become effective. The applicants hereby waive a
recommended decision by a hearing officer or any other responsible officer of
the Commission and consent that the Division of Investment Management may assist
in the preparation of the Commission's decision and/or order, unless the
Division opposes the matters proposed herein.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
---------------------------------
A. Exhibits.
--------
H-1 Proposed Form of Federal Register Notice.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned companies have duly caused this Post-Effective
Amendment filed herein to be signed on their behalf by the undersigned thereunto
duly authorized.
ALLIANT ENERGY CORPORATION
By: /s/ Erroll B. Davis, Jr.
------------------------
Name: Erroll B. Davis, Jr.
Title: President and Chief Executive Officer
ALLIANT ENERGY RESOURCES, INC.
By: /s/ James E. Hoffman
---------------------
Name: James E. Hoffman
Title: President
Date: November 5, 1999
4
EXHIBIT H-1
PROPOSED FORM OF FEDERAL REGISTER NOTICE
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-_____)
Filings under the Public Utility Holding Company Act of 1935, as amended ("Act")
November __, 1999
Notice is hereby given that the following filing(s) has/have been made with
the Commission pursuant to provisions of the Act and rules promulgated
thereunder. All interested persons are referred to the application(s) and/or
declaration(s) for complete statements of the proposed transaction(s) summarized
below. The application(s) and/or declaration(s) and any amendments thereto
is/are available for public inspection through the Commission's Office of Public
Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing by
December __, 1999 to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or
declarant(s) at the address(es) as specified below. Proof of service (by
affidavit or, in case of an attorney at law, by certificate) should be filed
with the request. Any request for hearing shall identify specifically the issues
of fact or law that are disputed. A person who so requests will be notified of
any hearing, if ordered, and will receive a copy of any notice or order issued
in the matter. After December __, 1999, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted to
become effective.
* * * * * *
ALLIANT ENERGY CORPORATION, ET AL. (70-9455)
----------------------------------
Alliant Energy Corporation ("Alliant Energy"), a registered holding
company, and its wholly-owned non-utility subsidiary, Alliant Energy Resources,
Inc. ("AER"), 222 West Washington Avenue, Madison, Wisconsin 53703, have filed a
post-effective amendment to their application-declaration in this proceeding
pursuant to Sections 6(a), 7 and 12(b) of the Act and Rule 45 thereunder
1
<PAGE>
requesting a modification in the terms of the Commission's order in this
proceeding dated August 26, 1999 (the "Financing Order").1
Under the Financing Order, the Commission authorized Alliant Energy and AER
to engage in a program of external and intrasystem financing for the period
through December 31, 2001. Among other things, the Commission authorized Alliant
Energy to provide guarantees or other forms of credit support on behalf of its
subsidiaries (including AER) in an aggregate amount at any time outstanding not
to exceed $600 million. The Financing Order provides that any promissory note,
bond or other evidence of indebtedness issued by any non-utility subsidiary of
Alliant Energy which is guaranteed by Alliant Energy shall mature in no more
than 40 years after the date of issuance and bear interest at a fixed or
floating rate no greater than 300 basis points over a reference rate which, in
the case of a fixed rate note, is the yield to maturity of a United States
Treasury obligation having a remaining term approximately equal to the average
life of such note at the time issued (the "Treasury Rate").
AER states that it may issue unsecured senior notes ("Senior Notes") from
time to time which are unconditionally guaranteed by Alliant Energy, subject to
the interest rate limitation noted above. AER further states that, depending on
market conditions and other factors, it may offer its Senior Notes to
broker-dealers and other investors in transactions that are exempt from the
registration requirements under the Securities Act of 1933, as amended (the
"1933 Act"), and in connection with any such offering, may also enter into a
registration rights agreement or similar agreement with the initial purchasers
of the Senior Notes pursuant to which AER would agree to conduct an offer to
exchange a new series of unsecured senior notes (the "Exchange Notes") for an
equal principal amount of its outstanding Senior Notes at a future date
specified in such agreement. In any such case, the Exchange Notes would also be
guaranteed by Alliant Energy. The Exchange Notes would be identical in all
material respects, including maturity and interest rate, to the Senior Notes
which are retired in the exchange, except that the transaction in which the
Exchange Notes are issued will be registered with the Commission and thus the
Exchange Notes will not be subject to restrictions on transfer or bear
restrictive legends.
AER states that a registration rights agreement entered into with the
initial purchasers of the Senior Notes would also likely provide that the
interest rate on the Senior Notes would be increased by some predetermined
amount (typically 50 to 100 basis points) if (i) AER fails to file the
registration statement pursuant to the 1933 Act for the exchange offer prior to
a specified date, (ii) the exchange offer registration statement has not been
declared effective by the Commission prior to a specified date, or (iii) the
exchange offer is not consummated prior to a specified date.
- - ---------------------
1 See Holding Co. Act Release No. 27069.
2
<PAGE>
Although the Exchange Notes would bear interest at the same rate as the
Senior Notes for which they are exchanged in the exchange offer transaction
described above, it is possible that, with the gap in time between the date of
issuance of the Senior Notes and the consummation of the exchange offer, the
interest rate on the Exchange Notes could exceed 300 basis points over the
Treasury Rate in effect as of the date of the issuance of the Exchange Notes.
Similarly, with the passage of time between the date of issuance of the Senior
Notes and the date of any interest rate reset on the Senior Notes, the new rate
could exceed 300 basis points over the Treasury Rate in effect on the reset
date. The applicants state that this could happen, in either case, if there were
a significant drop in the underlying Treasury Rate after the Senior Notes are
issued.
The applicants now request a modification to the terms of the Financing
Order so that it is clear that, in the case of any exchange offer or interest
rate reset provision negotiated in conjunction with the sale of Senior Notes
which are guaranteed by Alliant Energy, the applicable Treasury Rate used for
purposes of determining the maximum interest rate on notes guaranteed by Alliant
Energy shall be the Treasury Rate as in effect on the date of the initial
closing and not the Treasury Rate in effect on the exchange date or interest
rate reset date, as the case may be.
3
