SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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IN THE MATTER OF CERTIFICATE
INTERSTATE ENERGY CORPORATION, ET AL. PURSUANT TO
RULE 24
File No. 70-9395
(Public Utility Holding Company Act of 1935)
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This Certificate of Notification (the "Certificate") is filed
by Interstate Energy Corporation ("IEC"), a Wisconsin corporation and a
registered holding company under the Public Utility Holding Company Act of 1935,
as amended (the "Act"), in connection with the transactions proposed in the Form
U-1 Application-Declaration (the "Application-Declaration"), as amended, of IEC
and certain of its subsidiaries in File No. 70-9395. These transactions were
authorized by Order of the Securities and Exchange Commission (the "Commission")
dated December 22, 1998 (the "Order"). IEC hereby certifies the matters set
forth below pursuant to Rule 24 of the rules under the Act:
i. That, on December 29, 1998, Whiting Petroleum
Corporation ("Whiting"), an indirect subsidiary of IEC, acquired all of the
issued and outstanding common stock of Golden Gas Production Company ("Golden
Gas"), resulting in Golden Gas becoming an indirect subsidiary of IEC.
ii. In exchange for the outstanding common stock of
Golden Gas, IEC issued to the holder thereof 260,039 shares of the common stock,
par value $.01 per share, of IEC.
iii. All of the transactions listed in this Certificate
have been carried out in accordance with the terms and conditions of, and for
the purposes requested in, the Application-Declaration, and in accordance with
the terms and conditions of the Order.
iv. Filed herewith as Exhibit F-1 is a "past-tense"
Opinion of Counsel for IEC.
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S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned companies have duly caused this
Certificate to be signed on their behalf by the undersigned thereunto duly
authorized.
INTERSTATE ENERGY CORPORATION
By: /s/ Erroll B. Davis
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Name: Erroll B. Davis
Title: President and Chief Executive Officer
ALLIANT INDUSTRIES, INC.
By: /s/ James E. Hoffman
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Name: James E. Hoffman
Title: President
WHITING PETROLEUM CORPORATION
By: /s/ John R. Hazlett
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Name: John R. Hazlett
Title: Vice President
January 4, 1999
2
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EXHIBIT INDEX
Exhibit Description
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F-1 Opinion of Counsel for IEC
Exhibit F-1
January 4, 1999
United States Securities
and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Interstate Energy Corporation (the "Company"), et al. -
Statement on Form U-1, as Amended - File No. 70-9395
Dear Ladies and Gentlemen:
I refer to the Statement on Form U-1, as amended, in the
above-referenced proceeding (the "Application") and to the order of the
Commission dated December 22, 1998 approving said Application. I am furnishing
this opinion with respect to the transactions described therein, which relate to
the acquisition by Whiting Petroleum Corporation ("Whiting"), an indirect
subsidiary of the Company, of all of the issued and outstanding common stock of
Golden Gas Production Company ("Golden Gas"), an unaffiliated company, in
exchange for common stock issued by the Company (the "Transaction"). The
Transaction was consummated on December 29, 1998, and, as a result thereof,
Golden Gas is now an indirect wholly-owned subsidiary of the Company. In
exchange for the shares of common stock of Golden Gas acquired, the Company
issued 260,039 shares of its common stock, par value $.01 per share.
Based on the foregoing, I am of the opinion that:
(a) all state laws applicable to the proposed Transaction
have been complied with;
(b) the Company is (i) validly organized and duly
existing, and (ii) the shares of common stock of the
Company issued in exchange for the outstanding common
stock of Golden Gas were validly issued, fully paid
and nonassessable (except as otherwise
provided in Section 180.0622(2)(b) of the Wisconsin
Business Corporation Law), and the holder or holders
thereof are entitled to the rights and privileges
appertaining thereto set forth in the Company's
articles of incorporation;
(c) the Company and Whiting have legally acquired the
outstanding common stock of Golden Gas; and
(d) the consummation of the proposed Transaction did not
violate the legal rights of the holders of any
securities issued by the Company or any associate
company thereof.
I am an attorney licensed to practice in the State of Wisconsin and
have acted as counsel to the Company and Whiting in connection with the proposed
Transaction. 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. This opinion is intended solely for the use of
the Commission and may not be relied upon by any other person.
Very truly yours,
/s/ Steven R. Suleski
