(As filed September 27, 1999)
File No. 70-9513
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No 1.
on
FORM U-1/A
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
ALLIANT ENERGY CORPORATION
222 West Washington Avenue
Madison, Wisconsin 53703
IES UTILITIES INC.
Alliant Tower
Cedar Rapids, Iowa 52401
--------------------------------------------
(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>
The Application-Declaration heretofore filed in this proceeding on
June 1, 1999, is hereby amended in the following respects:
1. Item 2 - Fees Commissions and Expenses, is amended to read as
-----------------------------
follows:
The fees, commissions and expenses incurred or to be incurred in
connection with the proposed transaction are estimated at not more than $10,000.
2. Item 6 - Exhibits and Financial Statements, is supplemented by
---------------------------------
filing of the following exhibits:
A-1 Articles of Organization of Nuclear Management Company, LLC.
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 amended
Application or Declaration 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: Chief Executive Officer
IES UTILITIES, INC.
By: /s/ Erroll B. Davis, Jr.
-----------------------------
Name: Erroll B. Davis, Jr.
Title: Chief Executive Officer
Date: September 27, 1999
-2-
<PAGE>
EXHIBIT INDEX
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Exhibit Description
------- -----------
A-1 Articles of Organization of Nuclear Management
Company, LLC.
F Opinion of counsel.
ARTICLES OF ORGANIZATION
------------------------
OF
--
NUCLEAR MANAGEMENT COMPANY, LLC
These Articles of Organization are hereby executed by the undersigned
for the purpose of forming a Wisconsin limited liability company pursuant to
Chapter 183 of the Wisconsin Statutes.
1. Name. The name of the limited liability company is Nuclear
----
Management Company, LLC.
2. Name and Address of Registered Agent. The street address of the
------------------------------------
initial registered office of the limited liability company is 231 West
Michigan Street, Milwaukee, WI 53203, and the name of its initial
registered agent as such registered office is Walter T. Woelfle.
3. Management. The management of the limited liability company is
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vested in one or more managers.
4. Organizers. The name and address of the sole organizer of the
----------
limited liability company are as follows:
Name: Address:
---- -------
David D. Wilmoth Quarles & Brady, LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202
IN WITNESS WHEREOF, the Articles of Organization are hereby executed
by the undersigned, the sole organizer of the above-named limited liabilty
company, on this 25th day of February, 1999.
/s/ David D. Wilmoth
----------------------------------
Organizer
This document was drafted by
and should be returned to:
David D. Wilmoth
Quarles & Brady, LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202
(414) 277-5000
Exhibit F
September 24, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alliant Energy Corporation ("Alliant Energy"), et al. -
Statement on Form U-1, as Amended - File No. 70-9513
----------------------------------------------------
Dear Ladies and Gentlemen:
I have read the Statement on Form U-1, as amended, in the
above-referenced proceeding (the "Application") and am furnishing this opinion
with respect to the proposed transactions described therein, which relate to the
acquisition by a new subsidiary of Alliant Energy (referred to as "Alliant
Nuclear") of a 25% membership interest in Nuclear Management Company, LLC
("NMC"), a Wisconsin limited liability company formed to provide to the
public-utility affiliates of its members certain categories of administrative,
management and technical services. In addition, IES Utilities, Inc. ("IES"), a
wholly-owned public-utility subsidiary of Alliant Energy, is seeking approval to
provide services to NMC and to purchase services from NMC pursuant to the terms
of certain agreements which have been filed as exhibits to the Application.
I am of the opinion that, upon the issuance of your order or orders in
this proceeding granting or permitting the Application to become effective with
respect to such proposed transactions, and in the event that the proposed
transactions are consummated in accordance with said Application and your order
or orders in respect thereto:
(a) all state laws applicable to the proposed transactions will have
been complied with;
(b) NMC is (i) validly organized and duly existing, and (ii) the
membership interests of NMC to be acquired by Alliant Nuclear
will be validly issued, and Alliant Nuclear will be entitled to
all of the rights and privileges of a member of NMC as set forth
in NMC's articles of organization and operating agreement;
<PAGE>
(c) Alliant Energy will legally acquire the common stock of Alliant
Nuclear and Alliant Nuclear will legally acquire the membership
interests of NMC; and
(d) the consummation of the proposed transactions will not violate
the legal rights of the holders of any securities issued by
Alliant Energy or any associate company thereof.
I am an attorney licensed to practice in the State of Wisconsin and
have acted as counsel to Alliant Energy and IES in connection with the proposed
transactions. I express no opinion with respect to the laws of any other State
or jurisdiction.
I hereby give my written consent to the use of this opinion in
connection with the Application.
Very truly yours,
/s/ Mari E. Nahn
