(As filed with the Securities and Exchange Commission
on January 15, 1999)
File No. 70-9401
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM U-1/A
APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
--------------------------------
INTERSTATE ENERGY CORPORATION
222 WEST WASHINGTON AVENUE
MADISON, WISCONSIN 53703-0192
(Name of company filing this statement
and address of principal executive offices)
--------------------------------
INTERSTATE ENERGY CORPORATION
(Name of top registered holding company parent of each
applicant or declarant)
--------------------------------
Erroll B. Davis, Jr.,
President and
Chief Executive Officer
Interstate Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703-0192
(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/Declaration to:
Barbara J. Swan, General Counsel William T. Baker, Jr., Esq.
Steven R. Suleski, Senior Thelen Reid & Priest LLP
Attorney 40 West 57th Street
Interstate Energy Corporation New York, New York 10019-4097
222 West Washington Avenue
Madison, Wisconsin 53703-0192
<PAGE>
The Application-Declaration on Form U-1 of Interstate
Energy Corporation, heretofore filed in this proceeding with the
Securities and Exchange Commission via the EDGAR system on
October 27, 1998 (the "Form U-1"), is hereby amended in the
following respects:
1. Item 2 of the Form U-1 is hereby deleted and replaced
with the following:
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
------------------------------
It is estimated that the fees, commissions and expenses
ascertainable at this time to be incurred by Interstate in
connection with the proposed transactions will be as follows:
Rights Agent Fees $ 1,000
Outside Counsel's Fees & Advisor's Fees $ 65,000
Printing and Mailing Costs $ 32,000
Miscellaneous Expenses $ 5,000
=========
$ 103,000
2. Paragraph F of Section (a) of Item 6 of the Form U-1 is
hereby deleted and replaced with the following:
F Opinion of counsel.
3. Paragraph G of Section (a) of Item 6 of the Form U-1 is
hereby deleted and replaced with the following:
G Financial Data Schedule for the Company
(incorporated by reference to Exhibit 27.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 (File No. 1-
9894)).
4. Section (b) of Item 6 of the Form U-1 is hereby deleted
and replaced with the following:
(b) Financial Statements
1 Consolidated Balance Sheet of the Company as of
September 30, 1998 (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998 (File No. 1-9894)).
2 Consolidated statement of income and surplus of the
Company for the nine months ended September 30, 1998
(incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1998 (File No. 1-9894)).
-1-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
amendment to be signed on its behalf by the undersigned thereunto
duly authorized.
INTERSTATE ENERGY CORPORATION
By: /s/ Erroll B. Davis, Jr.
-------------------------
Name: Erroll B. Davis, Jr.
Title: President and Chief
Executive Officer
Date: January 15, 1999
-2-
<PAGE>
Exhibit Index
-------------
Exhibit Description
------- -----------
F Opinion of counsel
-3-
EXHIBIT F
[On Letterhead of Steven R. Suleski, Esq.]
January 15, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Interstate Energy Corporation
Application-Declaration on Form U-1
SEC File Number 70-9401
-----------------------------------
Ladies and Gentlemen:
I have acted as counsel for Interstate Energy
Corporation, a Wisconsin corporation ("Interstate"), in
connection with its Form U-1 Application/Declaration (File No.
70-9401), as amended (the "Declaration"), filed with the
Securities and Exchange Commission (the "Commission") with
respect to the proposed transactions described therein (the
"Proposed Transactions"). In the Declaration authority is
requested for Interstate to implement a shareowners rights plan
(the "Plan") as described in the Declaration and embodied in a
Rights Agreement incorporated by reference thereto as Exhibit A-3
(the "Rights Agreement").
In connection with this opinion, I have examined
originals or copies, certified or otherwise identified to my
satisfaction, of such records of Interstate and such other
documents, certificates and corporate or other records as I have
deemed necessary or appropriate as a basis for the opinions set
forth herein. In my examination, I have assumed the genuineness
of all signatures, the legal capacity of all persons, the
authenticity of all documents submitted to me as originals, the
conformity to original documents of documents submitted to me as
certified or photostatic copies and the authenticity of the
originals of such copies.
The opinions expressed below in respect of the Proposed
Transactions are subject to the following assumptions and
conditions:
(a) The Commission shall have duly entered an
appropriate order or orders with respect to the Proposed
Transactions as described in the Declaration granting and
permitting the Declaration to become effective under the Public
Utility Holding Company Act of 1935, as amended, and the rules
and regulations thereunder.
(b) The consummation of the Proposed Transactions
shall be conducted with my involvement and all legal matters
incident thereto shall be satisfactory to me.
<PAGE>
-2-
Based on the foregoing, and subject to the assumptions
and conditions set forth herein, and having regard to legal
considerations which I deem relevant, I am of the opinion that,
in the event the Proposed Transactions are consummated in
accordance with the Declaration:
1. No state commission has jurisdiction over the
Proposed Transactions;
2. Interstate is a corporation validly organized and
duly existing under the laws of the State of Wisconsin;
3. Upon issuance on the effective date of the Rights
dividend, the common share purchase rights (the "Rights") will
have been validly issued and the holders of the Rights will be
entitled to the rights and privileges appertaining thereto set
forth in the Rights Agreement;
4. The shares of common stock, par value $.01 per
share, when issued pursuant to the Plan will be validly issued,
fully paid and nonassessable (except as otherwise provided in
Section 180.0622(2)(b) of the Wisconsin Business Corporation
Law), and the holders of such shares will be entitled to the
rights and privileges appertaining thereto set forth in the
certificate of incorporation of Interstate;
5. All state laws applicable to the Proposed
Transactions will have been complied with; however, I express no
opinion as to need to comply with state blue sky laws; and
6. The consummation of the Proposed Transactions will
not violate the legal rights of the holders of any securities
issued by Interstate or any associate company thereof.
I hereby consent to the use of this opinion in
connection with the Declaration.
Very truly yours,
/s/ Steven R. Suleski
Steven R. Suleski
