Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ALLIANT ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1380265
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 West Washington Avenue
Madison, Wisconsin 53703
(Address of principal executive offices) (Zip Code)
Alliant Energy Corporation Long-Term Equity Incentive Plan
(Full title of the plan)
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Erroll B. Davis, Jr. Copy to:
President and Chief Executive Officer
Alliant Energy Corporation Benjamin F. Garmer, III
222 West Washington Avenue Foley & Lardner
Madison, Wisconsin 53703 777 East Wisconsin Avenue
(608) 252-3311 Milwaukee, Wisconsin 53202
(Name, address and telephone number, (414) 271-2400
including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 2,800,000 shares $26.4375(1) $74,025,000(1) $19,542.60
$.01 par value
Common Share 2,800,000 rights (2) (2) (2)
Purchase Rights
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(1) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 solely for the purpose of calculating
the registration fee based on the average of the high and low prices for Alliant Energy Corporation Common Stock on
the New York Stock Exchange Composite Tape on December 13, 1999.
(2) The value attributable to the Common Share Purchase Rights is reflected in the market price of the Common Stock to
which the Rights are attached.
</TABLE>
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Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus referred
to herein also relates to the Registrant's Registration Statement on Form S-8,
Registration No. 333-41485.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Commission by Alliant Energy
Corporation (the "Company") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed on March 31, 1999, as amended by the Company's Form
10-K/A filed on November 1, 1999.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1999, filed on May 17 and August 16, 1999, respectively,
each as amended by the Company's Form 10-Q/As filed on November 1, 1999, and the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1999, filed on November 12, 1999.
3. The Company's Current Reports on Form 8-K, dated January 20, 1999.
4. The description of the Company's Common Stock contained in Item 4
of the Company's Registration Statement on Form 8-B, dated April 1, 1988,
including any amendment or report filed for the purpose of updating such
description.
5. The description of the Company's Common Share Purchase Rights
contained in Item 1 of the Company's Registration Statement on Form 8-A, dated
January 20, 1999, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of filing of this Registration Statement and prior to such time
as the Company files a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
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Not applicable.
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Item 5. Interests of Named Experts and Counsel.
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None.
Item 6. Indemnification of Directors and Officers.
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Pursuant to the Wisconsin Business Corporation Law and the Company's
By-laws, as amended, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in the
defense of a proceeding and (ii) in proceedings in which the director or officer
is not successful in the defense thereof, unless it is determined that the
director or officer breached or failed to perform his or her duties to the
Company and such breach or failure constituted: (a) a willful failure to deal
fairly with the Company or its shareowners in connection with a matter in which
the director or officer had a material conflict of interest; (b) a violation of
the criminal law, unless the director or officer had reasonable cause to believe
his or her conduct was lawful or had no reasonable cause to believe his or her
conduct was unlawful; (c) a transaction from which the director or officer
derived an improper personal profit; or (d) willful misconduct. The Wisconsin
Business Corporation Law specifically states that it is the policy of Wisconsin
to require or permit indemnification in connection with a proceeding involving
securities regulation, as described therein, to the extent required or permitted
as described above. Additionally, under the Wisconsin Business Corporation Law,
directors of the Company are not subject to personal liability to the Company,
its shareowners or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their status as
directors except in circumstances paralleling those in subparagraphs (a) through
(d) outlined above.
The indemnification provided by the Wisconsin Business Corporation Law
and the Company's By-laws is not exclusive of any other rights to which a
director or officer may be entitled. The general effect of the foregoing
provisions may be to reduce the circumstances which an officer or director may
be required to bear the economic burden of the foregoing liabilities and
expenses.
The Company maintains a liability insurance policy for its directors
and officers as permitted by Wisconsin law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The exhibits filed herewith or incorporated herein by reference are
set forth in the attached Exhibit Index.
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<PAGE>
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
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<PAGE>
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Madison, State of Wisconsin, on this 15th day of
December, 1999.
ALLIANT ENERGY CORPORATION
By:/s/ Erroll B. Davis, Jr.
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Erroll B. Davis, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Erroll B. Davis, Jr., Thomas M. Walker and John E.
Ebright, and each of them individually, his or her attorneys-in-fact and agents,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
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/s/ Erroll B. Davis, Jr. President, Chief Executive December 15, 1999
- ---------------------------- Officer and Director (Principal
Erroll B. Davis, Jr. Executive Officer)
/s/ Thomas M. Walker Executive Vice President and December 15, 1999
- ---------------------------- Chief Financial Officer
Thomas M. Walker (Principal Financial Officer)
/s/ John E. Ebright Vice President-Controller December 15, 1999
- ---------------------------- (Principal Accounting Officer)
John E. Ebright
S-1
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Signature Title Date
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/s/ Alan B. Arends Director December 15, 1999
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Alan B. Arends
/s/ Rockne G. Flowers Director December 15, 1999
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Rockne G. Flowers
/s/ Joyce L. Hanes Director December 15, 1999
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Joyce L. Hanes
/s/ Lee Liu Director December 15, 1999
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Lee Liu
/s/ Katharine C. Lyall Director December 15, 1999
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Katharine C. Lyall
/s/ Arnold M. Nemirow Director December 15, 1999
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Arnold M. Nemirow
/s/ Milton E. Neshek Director December 15, 1999
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Milton E. Neshek
/s/ Jack R. Newman Director December 15, 1999
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Jack R. Newman
/s/ Judith D. Pyle Director December 15, 1999
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Judith D. Pyle
/s/ Robert D. Ray Director December 15, 1999
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Robert D. Ray
/s/ Robert W. Schlutz Director December 15, 1999
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Robert W. Schlutz
S-2
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Signature Title Date
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/s/ Wayne H. Stoppelmoor Director December 15, 1999
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Wayne H. Stoppelmoor
/s/ Anthony R. Weiler Director December 15, 1999
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Anthony R. Weiler
S-3
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EXHIBIT INDEX
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Exhibit
Number Exhibit Description
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(4.1) Alliant Energy Corporation Long-Term Equity Incentive Plan, as amended
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999 (File No.
1-9894)).
(4.2) Rights Agreement, dated as of January 20, 1999, between Alliant Energy
Corporation and Firstar Bank, N. A. (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form 8-A, dated
January 20, 1999 (File No. 1-9894)).
(5) Opinion of Foley & Lardner.
(23.1) Consent of Arthur Andersen LLP.
(23.2) Consent of Foley & Lardner (contained in Exhibit (5)).
(24) Power of Attorney (contained on the signature page hereto).
E-1
FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
CLIENT/MATTER NUMBER
031613/0121
December 15, 1999
Alliant Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703
Ladies and Gentlemen:
We have acted as counsel for Alliant Energy Corporation, a Wisconsin
corporation (the "Company"), in conjunction with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to 2,800,000 shares of the
Company's Common Stock, $.01 par value (the "Common Stock"), and related Common
Share Purchase Rights (the "Rights"), which may be issued or acquired pursuant
to the Alliant Energy Corporation Long-Term Equity Incentive Plan, as amended
(the "Plan"). The terms of the Rights are as set forth in that certain Rights
Agreement, dated as of January 20, 1999, by and between the Company and Firstar
Bank, N. A. (the "Rights Agreement").
As such counsel, we have examined: (i) the Plan; (ii) the Registration
Statement; (iii) the Rights Agreement; (iv) the Company's Restated Articles of
Incorporation and By-Laws, as amended to date; (v) resolutions of the Company's
Board of Directors relating to the Plan and the issuance of securities
thereunder; and (vi) such other documents and records as we have deemed
necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.
2. The shares of Common Stock, when issued by the Company pursuant to
the terms and conditions of the Plan, will be validly issued, fully paid and
nonassessable and no personal liability will attach to the ownership thereof,
except with respect to wage claims of, or other debts owing to, employees of the
Company for services performed, but not exceeding six months' service in any one
case, as provided in Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law.
<PAGE>
Foley & Lardner
Alliant Energy Corporation
December 15, 1999
Page 2
3. The Rights when issued pursuant to the terms of the Rights
Agreement will be validly issued.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated January 29, 1999 (except with respect to the matters discussed in
Notes 5c and 17, as to which the date is October 29, 1999) on the consolidated
financial statements of Interstate Energy Corporation (name changed to Alliant
Energy Corporation as of May 20, 1999) included in Alliant Energy Corporation's
Annual Report on Form 10-K for the year ended December 31, 1998, as amended by
Alliant Energy Corporation's Form 10-K/A filed November 1, 1999 and to all
references to our firm included in this registration statement and Interstate
Energy Corporation's previously filed Registration Statement on Form S-8 (No.
333-41485).
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
December 15, 1999
