File No. 70-9323
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
APPLICATION-DECLARATION
ON FORM U-1/A
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
-------------------------------------------
Alliant Energy Corporation
(formerly Interstate Energy Corporation)
Alliant Energy Resources,Inc.
222 West Washington Avenue
Madison, Wisconsin 53703
Heartland Properties, Inc.
122 West Washington Avenue, 6th Floor
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 of each applicant or declarant)
Erroll B. Davis, Jr.
President and
Chief Executive Officer
Alliant Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703-0192
(Name and address of agent for service)
<PAGE>
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application-Declaration to:
Barbara J. Swan
General Counsel
Alliant Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703-0192
William T. Baker, Jr., Esq.
Mahendra Churaman, Esq.
Thelen Reid & Priest LLP
40 West 57th Street
New York, New York 10019
<PAGE>
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
-----------------------------------
Item 1 in this Application is hereby amended in its entirety
as follows:
"In this Application, as amended, Alliant Energy Corporation
(formerly Interstate Energy Corporation) ("Alliant"), a registered holding
company under the Public Utility Holding Company Act of 1935, as amended (the
"Act"), seeks authorization from time to time for a period of five (5) years for
Alliant Energy Resources, Inc. ("AER"), through its wholly-owned subsidiary,
Heartland Properties, Inc. ("HPI"), to invest passively in tax credit properties
in the service area of Alliant.
BACKGROUND: THE APPLICANTS AND HPI'S BUSINESS.
---------------------------------
The Securities and Exchange Commission (the "Commission")
issued an order on April 14, 1998 (the "Order") (Holding Co. Act Release No.
26856) approving the combination of WPL Holdings, Inc. ("WPLH"), IES Industries
Inc. ("IES") and Interstate Power Company ("IPC"), pursuant to which the utility
subsidiary of IES, IES Utilities Inc. ("Utilities"), and IPC would become
subsidiaries of WPLH (the "Merger"). After the approval of the Merger, WPLH
changed its name to Interstate Energy Corporation and registered with the
Commission as a holding company under the Act. It has since changed its name to
Alliant Energy Corporation.
AER is a wholly-owned subsidiary of Alliant which serves as a
holding company for the non-utility subsidiaries of Alliant. HPI was established
in 1988 to qualify for tax credits and assist in the development of low-income
housing in the service area of Wisconsin Power & Light Company, which was the
public utility subsidiary of WPLH prior to the Merger and is now a public
utility subsidiary of Alliant. Capital Square Financial Corporation ("Capital
Square"), also a wholly-owned subsidiary of AER, was incorporated in 1992 to
provide financing services, including the origination and sale of mortgages, for
the tax credit properties of HPI. The activities of HPI and its former
subsidiary company, Heartland Asset Management, Inc. ("HAM"), have substantially
changed since their establishment. The sole activities now are passive
investment oversight, and not development, management or operation of tax credit
properties. Prior to 1995, HPI and its then wholly-owned subsidiary HAM,
participated in the syndication, development and property management of tax
credit properties. In 1995 and 1996, however, HPI abandoned these businesses and
outsourced their functions to third parties. On December 31, 1998, HPI dissolved
HAM. HPI
-1-
<PAGE>
currently restricts its activities to providing investment oversight for the
tax-credit portfolios of Alliant acquired through the Merger (described in
Exhibit A). HPI also provides investment oversight for third-party corporate
investors in previously established equity investment funds (see Exhibit B).
As a result, HPI no longer syndicates credits to outside
equity investors, nor acts as a real estate developer nor manages properties.
HPI's emphasis going forward will be on investment management to protect the tax
credits and the physical properties. Investment management includes reviewing
and analyzing financial statements generated by the third party property
management firms against the approved budget for the investments and conducting
due diligence assessments to determine that the properties remain in compliance
with the provisions of the Low Income Housing Tax Credit (the "LIHTC") Program
under Section 42 of the Internal Revenue Code (the "Code").1 Investment
management in this context also includes on-site inspections to determine that
the physical structure and grounds are maintained as quality affordable housing.
LOW INCOME HOUSING TAX CREDIT PROPERTY INVESTMENTS.
--------------------------------------------------
Alliant seeks authorization from the Commission for HPI to
invest in new LIHTC properties in the same manner in which it had most recently
invested in such properties: through the acquisition of limited partnership
units in limited partnerships that are organized specifically to invest in
low-income, multi-family housing projects throughout the Alliant service area.
These limited partnerships are designed to ensure that the properties qualify
for LIHTCs and remain in compliance under Section 42 of the Code. A separate
limited partnership would be established for each qualifying housing
development. This structure would allow for financing each project on a
stand-alone basis, for insulating each investment property from any liabilities
that may occur in the development of the other properties and for facilitating
compliance with the requirements of Section 42 of the Code. HPI would not serve
as the developer of these properties, but merely as an investor with due
diligence oversight. Alliant's predominantly rural service territory would
benefit by virtue of these investments which also would increase the demand for
utility services. These investments would also be consistent with Alliant's
stated policy of not abandoning the rural areas in its service territory in
Iowa, Minnesota, Illinois and Wisconsin. In addition, by obtaining the tax
credits, Alliant would be able to manage and lower its income tax expense.
- ------------------------
1 Regulation 1.42 - requires that extensive records relating to
compliance be kept.
-2-
<PAGE>
Alliant seeks authorization for AER, either through itself,
HPI or another affiliate, to invest in a limited number of LIHTC properties in
the Alliant service territory from time to time during the next five (5) years.
The aggregate amount of such investments would be limited to $50 million in
equity over the five year period. The investments would be made only in
properties in the Alliant service territory. Alliant intends that HPI would use
the funds being requested in the Application-Declaration entirely for
multi-family housing properties.
Prior to actual investment, each property would be approved by
the Heartland Investment Committee (the "Committee"). The Committee includes
five members, three of whom are internal members of HPI and two of whom are
members of AER. The purpose of the Committee is to review proposed real estate
investments and either provide final approval for or reject such proposals. A
formal meeting is held to present an overview of the proposed developer
following the completion of due diligence on that developer and the proposed
development. The proposed development is described in detail from the
construction stage through the final property management arrangements in case
study format; a forecast is included in the minutes of such a meeting. Again,
HPI would make the investments only in properties in the Alliant service
territory.
As described above, this Application-Declaration, as amended,
does not seek approval to invest in any specific partnership, but rather seeks
general approval for the investment of up to $50 million in equity in properties
in the Alliant service territory over the next five years. Except for five (5)
properties that HPI is considering for investment which have already been
awarded tax credits, no specific properties can yet be identified for future
investment because it is not known which properties would be awarded tax credits
through the annual, competitive, tax credit allocation process. For those five
(5) properties with credits that HPI is considering for investment, however, the
projected annual tax credit stream through the cross-over date when the housing
properties will no longer receive tax benefits is shown on the schedule provided
as Exhibit E to this Application-Declaration, as amended.
As mentioned above, there are only five (5) properties with an
existing tax credit allocation that HPI is currently considering for prospective
investment; others would be considered if and when they were awarded tax
credits. The schedules showing the expected return on investment for each of
these five (5) properties for the years following the cross-over date are
provided as Exhibit F to this Application-Declaration, as amended.
-3-
<PAGE>
Limited Partnership Agreements for prospective investments
have not yet been negotiated or executed; they are, instead, typically
negotiated with the third-party developer in the 30-60 days immediately
preceding the time of the investment. HPI would not be the general partner, but
would only be a limited partner with the usual rights of a limited partner under
a limited partnership agreement pursuant to applicable law. These agreements,
however, would likely be similar in form and substance to the Partnership
Agreement for Riverview Pointe Limited Partnership, a Limited Dividend Housing
Association, a copy of which is included as Exhibit G to this
Application-Declaration, as amended. The General Partner, or a separate
management company with which the Partnership may enter into a management
agreement, would manage the day to day operations of each housing project,
including leasing activities, rent collection and property maintenance.
The LIHTC has provided Alliant and its predecessors a major
incentive to invest in low-income housing projects for persons in the Alliant
service area. The LIHTC has provided each of these investors with a direct
reduction to its federal income tax liability. In exchange for an LIHTC, the
owner of a qualified property must agree to rent the units to persons with
sufficiently low incomes as defined in Section 42 of the Code for at least
fifteen years. In this way, the LIHTC program has resulted in the creation of a
substantial amount of affordable housing in the Alliant service territory.
Alliant has recognized a continuing affordable housing need, especially in Iowa,
and thus seeks authorization for HPI to invest in LIHTC properties over the next
five (5) years.
USE OF PROCEEDS.
---------------
The $50 million that Alliant requests permission for HPI to
invest over the next 5 years pursuant to this Application-Declaration, as
amended, would be used for passive investments in various affordable housing
developments within the Alliant service territory. None of the $50 million would
be used for increased staffing, as staffing levels will remain at the level that
currently exists as illustrated in the organizational chart enclosed as Exhibit
H herein. The staffing level indicated on the chart is necessary for management
of HPI's existing properties and meeting its existing obligations to third-party
investors. Investment in an additional four to eight properties per year would
not require an increase in staffing.
Because of the nature of the tax credit allocation process, it
is not possible to develop a detailed schedule of the projects in which the $50
million would be invested. Each state has an annual allocation of tax credits in
the amount of $1.25 per capita (for the states within the Alliant service
territory,
-4-
<PAGE>
the annual allocation of credits is approximately $3.7 million for Iowa, $6.4
million for Wisconsin, $6.5 million for Minnesota, and $11 million for
Illinois.) These tax credits are allocated annually in a competitive process, so
there is no way of predicting which projects will be awarded credits in any
given year. For example, applications for 1999 tax credits in Iowa were due on
October 1, 1998. Over 70 applications were submitted requesting over $14 million
in tax credits, versus Iowa's annual allocation of $3.7 million.
HPI would invest in between four and eight affordable housing
limited partnerships per year, as a limited partner. Rural communities in the
Alliant service territory could support LIHTC new construction developments
averaging 40 units with a total development cost ranging from $2 million to $4
million. Half of the total development cost would be supported by community
grants, long-term debt in the form of a permanent mortgage, or other debt
financing. The balance of the development cost would be funded by equity, which
would range from approximately $1 million to $2 million per development. The
equity would be paid out as the development progressed.
CURRENT ACTIVITIES.
------------------
The income statement and balance sheet for each property in
which HPI or an affiliate has an ownership interest is provided in Exhibit I to
this Application-Declaration, as amended.
Please note that note 6 to the financial statements in WPLH's
1997 Annual Report on Form 10-K (at pg. 67), which note is entitled "Income
Taxes," provides a summary of the effect of housing tax credits on the effective
income tax rate of WPLH and the dollar amount of credits utilized to reduce
income tax expense for the years ended December 31, 1995, 1996 and 1997. A copy
of this note is provided as Exhibit J herein.
Schedules providing a tax analysis for each partnership that
specifically delineates the annual amount of LIHTC received for 1996 and 1997
for each such HPI property is provided as Exhibit K to this
Application-Declaration, as amended.
A schedule listing, by partnership, the amount of tax credits
received or to be received in each year for each HPI property is provided as
Exhibit L to this Application-Declaration, as amended. The schedule includes
annual projections through the cross-over date when each housing property will
no longer receive tax benefits but will become an investment property.
-5-
<PAGE>
The expected return on investment for each year after the
cross-over date for each property is shown on the schedules provided as Exhibit
M herein. As noted above, the LIHTC is available in the form of equal annual tax
credits over a ten year term payable over eleven years, with the first and last
years prorated. Under Section 42(h)(6)(A) of the Code, no credit is allowed for
any taxable year unless an agreement between the housing project owner and the
applicable state housing credit agency is in effect as of the end of such
taxable year. Furthermore, pursuant to Sections 42(h)(6)(B)(i), 42(h)(6)(D) and
42(h)(6)(E)(ii) of the Code, such an agreement must prohibit any increase in
gross rent for a period ending on the LATER of (a) the date specified by such
agency in the agreement or (b) 15 years after the date when the building is
placed in service. Thus, even though the flow of tax credits for an LIHTC
property stops after ten years, the property remains subject to rent and income
restrictions for at least fifteen years. In addition, state law restricts rental
increases for an additional period of years. The housing credit agencies in
Alliant's service territory, in their agreements with LIHTC property owners,
prohibit any increase in gross rents on LIHTC property for up to 30 years.
Given these requirements of Section 42 of the Code and the
limitations imposed by state housing credit agencies on LIHTC properties, HPI
may need to maintain its investment interest in each LIHTC property for a period
up to 30 years to protect both HPI's investment and the investment of other
investors in the property.
Because of these rent restrictions, the annual return on
investment for LIHTC properties is quite low after the tax credit stream
expires. This is true for HPI properties, as shown on the schedules provided.
Copies of the constituent agreements for each of the
properties in which HPI has an investment are provided as Exhibit N. The
organizational structure of these agreements is also included in Exhibit N.
As noted, Alliant will continue, through its subsidiaries, its
ownership and investment management services in connection with its existing
portfolios of multi-family LIHTC properties. HPI will continue the oversight of
the low-income properties (performed by HAM prior its December 31, 1998
dissolution) consistent with the role of passive investor. HPI will focus, in
its investment management role, on financial statistics for each property and
its compliance with LIHTC restrictions. Capital Square, like HPI a direct
subsidiary of AER, will provide needed financing services for the investment
-6-
<PAGE>
properties. These services will include the origination and sale
of mortgages.
The 1998 LIHTC portfolio of Alliant comprises sixty-two (62)
developments with budgeted revenue of $12.9 million and operating expenses of
$8.6 million. HPI also continues to perform the same investment management role
for twenty-eight (28) additional low-income properties in four (4) equity
investment funds and one (1) property with a direct outside investor. The
outside third-party property management companies that provide the hands-on
management services for these properties will continue to be responsible for the
day-to-day operations, the implementation of capital improvement plans, the
maximization of revenues from the properties and to ensure that actual operating
expenses fall within budgeted amounts.
HPI will continue to conduct on-site inspections (which were
conducted through its subsidiary, HAM, prior to its dissolution), review
management operations, and ensure, from a due diligence standpoint, that each of
the properties remains in compliance with LIHTC requirements. These review
operations include the close monitoring of properties that HPI has placed on a
"watch list" as properties that are not meeting pre-established performance
criteria for their investors. HPI is evaluating the sale of at least three(3)
properties from the existing portfolio during 1999.
LEGAL ANALYSIS FOR AUTHORIZATION OF HPI INVESTMENTS.
---------------------------------------------------
In this Application-Declaration, as amended, Alliant seeks
authorization for HPI to continue to invest in LIHTC properties through the
acquisition of interests in limited partnerships in the Alliant service area
from time to time during the next five years. This Application-Declaration, as
amended, does not seek to change HPI's role in these LIHTC investments but,
indeed, wishes to reinforce it and seek additional authorization under Section
9(c)(3) of the Act to acquire future interests in the identical form of
investments.
The role of HPI as a "passive investor" in the limited
partnerships would not change. It would invest in the limited partnership
interests and review and analyze the financial statements generated by
third-party property management firms and conduct, on a due diligence basis,
compliance assessments to assure that the subject matter of the limited
partnerships' investments would remain eligible for the LIHTC credits that HPI
seeks. HPI would remain a "passive investor" and, like any other investor --
passive or otherwise - would follow and analyze the performance of the limited
partnerships; HPI's intent would be to perform the required due diligence to
ensure that its LIHTC
-7-
<PAGE>
investments are being properly managed by the agents of the
general partner.
In 1985, in authorizing an investment of $200 million by
Central and South West Corporation ("CSW") pursuant to Section 9(c)(3) of the
Act in a new company created to invest as an equity participant in leveraged
leases, the Commission noted:
"To approve the request of the applicants we must find
not only that the acquisition is in the 'ordinary
course of business' but that the acquisition of the
securities is as an investment and not an acquisition
that involves ownership and management of a nonutility
business." Central and South West Corporation, Holding
Co. Act Release No. 23578 (Jan. 22, 1985).
In the same Release, the Commission noted:
"It can hardly be argued that for a business to attempt to
reduce its tax liability is anything but an indication of
prudent management...For such businesses to attempt such
reductions can fairly be characterized as being in the
ordinary course of business. The Commission can think of no
argument which suggests that attempting to reduce one's tax
liability should not also be considered to be in the ordinary
course of business for a regulated utility holding company..."
Id.
Neither can the Applicant in this Application Declaration, as
amended.
Alliant seeks authorization to invest up to $50 million in
affordable housing via limited partnerships over a five-year period - an average
---
of up to $10 million annually ---- to try to maximize the LIHTC benefits
available to it. In its filing, CSW sought authority from the Commission,
similar to Alliant in this filing, "to continue to secure for CSW and its
stockholders the tax benefits associated with" tax benefit transfer ("TBT")
transactions. CSW asserted that tax benefits similar to TBT's were available
through investment in conventional leases. Therefore, the Commission authorized
the creation of a new company to invest in such leases and the $200 million
investment by CSW to maintain those tax benefits. The Commission also authorized
CSW to guarantee loans to the new company up to the amount of its investment in
the new company. The Commission concluded that the purchase and investment in
tax benefits of this type was both in the ordinary course of business of CSW and
was an investment rather than an acquisition that involved management of the new
company.
-8-
<PAGE>
More recently, the Commission authorized the investment
by Georgia Power Company ("Georgia Power") pursuant to Section
9(c)(3) of the 1935 Act of up to $10 million over three years to
acquire limited partnership units in limited partnerships that
were essentially identical to those in which Alliant currently
seeks authorization to invest. Georgia Power Company, Holding
Co. Act Release No. 26220 (Jan. 24, 1995). Also, the Commission
approved an earlier investment by Georgia Power of up to $5
million to acquire all of the limited partnership units of a
limited partnership designed to make venture capital investments
in high-tech companies located in Georgia Power's service
territory. Georgia Power Company, Holding Co. Act Release No.
25949 (Dec. 15, 1993). The Commission approved this $5 million
investment in a venture capital enterprise which, by its nature,
is a far riskier venture for a registered holding company and its
stockholders than is an investment in LIHTC limited partnerships
for the purpose of obtaining commensurate tax benefits. See also
generally, Hope Gas, Inc., Holding Co. Act Release No. 25739
(Jan. 26, 1993) (The Commission approved a $1 million investment
in a limited partnership designed to encourage private local
venture capital investments and achieve state tax credits for
investors); The Potomac Edison Company, Holding Co. Act Release
No. 25312 (May 14, 1991) (approval of investment in a for-profit
economic development corporation); and East Ohio Gas Company,
Holding Co. Act Release No. 25046 (Feb. 27, 1990) (approval of
investment of $500,000 in limited partnership investing in real
estate in downtown Cleveland). These precedents involve a
variety of limited partnerships - some with riskier mandates than
others - and authorize various investment sums.
As is apparent from the above precedents, the proposed
investment by Alliant over the next five years in a proven, relatively low-risk
investment to achieve LIHTC benefits for its stockholders, is consistent with
the Commission's authority for Section 9(c)(3) approvals of this nature.
A review of the record also indicates that, unlike the case of
Michigan Consolidated Gas Company (Holding Co. Act Release No. 25046, (June 22,
1970)), the proposed investments are only passive investments in, and do not
involve "ownership and control of... another business" by the Applicant. In the
Michigan Consolidated Gas Company matter, the applicant sought to acquire the
stock and notes of a wholly owned subsidiary company, Michigan Consolidated
Homes Corporation ("Homes Corporation") which was formed to construct and
operate housing projects. The applicant sought approval to provide financing for
two housing projects that Homes Corporation was currently constructing in
Detroit. In rejecting this application-declaration, the Commission noted that
"[t]he acquisition here proposed would enable Michigan Consolidated to become
engaged, through a wholly controlled subsidiary company, in the businesses of
constructing
-9-
<PAGE>
and operating a housing development." Id. (emphasis added) The
Commission also emphasized the management activities of Homes
Corporation in the housing projects.
In the instant matter, as noted above, HPI would only be a
limited partner and not a general partner of the prospective limited
partnerships. As a limited partner, unlike Michigan Consolidated Gas Company,
HPI would not control the prospective partnerships. The general partner(s), all
of whom would be independent third-parties, would have full and exclusive
control over the affairs of each partnership, subject to certain limited rights
that limited partners, such as HPI, may hold under limited partnership
agreements pursuant to applicable law.
In addition, unlike Michigan Consolidated Gas Company, the
general partner(s), or a separate management company with which the prospective
partnerships may enter into a management agreement, would manage the day to day
operations of each LIHTC property, including renting, leasing, rental collection
and property maintenance activities. It is clear therefore, that unlike Michigan
Consolidated Gas Company, HPI is a passive investor and not an operator of the
projects.
The authorizations sought by Alliant for the investment by HPI
in LIHTC properties would have the added benefit of providing low-income housing
in Alliant's service area. In both The Potomac Edison Company, supra, and
Appalachian Power Company, Holding Co. Act Release No. 25266 (Mar. 6, 1991), the
Commission approved investments by subsidiaries of registered holding companies
in an economic development corporation designed to invest in small, rural firms
in Virginia to stimulate economic development. Similarly, in East Ohio Gas
Company, supra, a subsidiary of a registered holding company was authorized to
invest in a partnership formed to invest in real estate development projects to
stimulate the local economy of downtown Cleveland.
Moreover, governmental authorities within Alliant's service
territory support and encourage the proposed investments in affordable housing.
In sum, the investment proposed by the Applicant is the type
of passive investment contemplated by Section 9(c)(3) of the Act and HPI's
efforts to reduce its tax liability through the proposed investment is within
the "ordinary course of business" and within the meaning of Section 9(c)(3). For
the reasons stated above, the Commission should grant the authorizations sought
by Alliant on behalf of HPI pursuant to this Application-Declaration, as
amended.
-10-
<PAGE>
STATEMENT PURSUANT TO RULE 54.
-----------------------------
Rule 54 provides that the commission shall not consider the effect of
the capitalization or earnings of any "exempt wholesale generator" ("EWG") or
"foreign utility company" ("FUCO"), as defined in Sections 32 and 33,
respectively, in which a registered holding company holds an interest in
determining whether to approve any transaction unrelated to any EWG or FUCO if
the requirements of Rule 53 (a), (b) and (c) are satisfied.
These standards are met.
Rule 53(a) (1): Currently, Alliant's "aggregate investment" in EWGs and
FUCOs is approximately $110,000,000 or approximately 20.3% of Alliant's
"consolidated retained earnings" for the four quarters ended March 31, 1999
($541,478,000).
Rule 53(a) (2): Alliant will maintain books and records enabling it to
identify investments in and earnings from each EWG and FUCO in which it directly
or indirectly acquires and holds an interest. Alliant will cause each domestic
EWG in which it acquires and holds an interest, and each foreign EWG and FUCO
that is a majority-owned subsidiary, to maintain its books and records and
prepare its financial statements in conformity with U.S. generally accepted
accounting principles ("GAAP"). All of such books and records and financial
statements will be made available to the Commission, in English, upon request.
Rule 53(a) (3): No more than 2% of the employees of Alliant's domestic
public utility subsidiaries will, at any one time, directly or indirectly,
render services to EWGs and FUCOs.
Rule 53(a) (4): Alliant will submit a copy of each Application or
Declaration, and each amendment thereto, relating to any EWG or FUCO, and will
submit copies of any Rule 24 certificates required thereunder, as well as a copy
of the relevant portions of Alliant's Form U5S, to each of the public service
commissions having jurisdiction over the retail rates of Alliant's domestic
public utility subsidiaries.
In addition, Alliant states that the provisions of Rule 53(a) are not
made inapplicable to the authorization herein requested by reason of the
occurrence or continuance of any of the circumstances specified in Rule 53(b).
Rule 53 (c) is inapplicable by its terms.
-11-
<PAGE>
5. PROCEDURE.
---------
Item 5 in this Application-Declaration is hereby amended, in
its entirety, as follows:
"The requisite notice under Rule 23 with respect to the filing
of this Application-Declaration, as amended, has been given and no request for
hearing has been made. It is requested that the Commission issue an appropriate
order granting and permitting this Application-Declaration, as amended, to
become effective as soon as possible.
No recommended decision by a hearing officer or other
responsible officer of the Commission is necessary or required in this matter.
The Division of Investment Management of the Commission may assist in the
preparation of the Commission's decision in this matter. There should be no
thirty-day waiting period between the issuance and the effective date of any
order issued by the Commission in this matter, and it is respectfully requested
that any such order be made effective immediately upon the entry thereof."
ITEM 6. EXHIBITS.
--------
Exhibit E-1 - Revised schedules of expected LIHTC for
partnerships in prospective investments (filed confidentially pursuant to Rule
104).
Exhibit F-1 - Revised schedules of expected rate of return for
each prospective partnership investment (filed confidentially pursuant to Rule
104).
-12-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned company has duly caused this
amendment to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: July 20, 1999
Interstate Energy Corporation
By: /s/ Erroll B. Davis, Jr.
----------------------------------
Erroll B. Davis, Jr.
President and Chief
Executive Officer
Alliant Energy Resources, Inc.
By: /s/ James E. Hoffman
----------------------------------
James E. Hoffman
President
Heartland Properties, Inc.
By: /s/ Ruth A. Domack
---------------------------------
Ruth A. Domack
President
-13-
