SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------------
IN THE MATTER OF : CERTIFICATE
INTERSTATE ENERGY CORPORATION : PURSUANT TO
: RULE 24
File No. 70-9401 :
:
(Public Utility Holding Company Act of 1935) :
----------------------------------------------
This Certificate of Notification (the "Certificate") is
filed by Interstate Energy Corporation ("Interstate"), 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 "Declaration"), as amended, of Interstate in File
No. 70-9401. These transactions were authorized by Order of the
Securities and Exchange Commission dated January 15, 1999 (the
"Order"). Interstate hereby certifies the matters set forth
below pursuant to Rule 24 of the rules under the Act:
i. That, Interstate entered into a Rights Agreement
between Interstate and Firstar Bank Milwaukee, N.A., dated as of
January 20, 1999.
ii. That, on January 20, 1999, Interstate declared a
dividend (the "Dividend") distribution of one common share
purchase right for each outstanding share of common stock, par
value $.01 per share ("Common Stock").
iii. That, on February 22, 1999, Interstate issued the
Dividend to holders of record of Common Stock on such date.
iv. All of the transactions as described above and in
the Declaration have been carried out in accordance with the
terms and conditions of, and for the purposes requested in, the
Declaration, and in accordance with the terms and conditions of
the Order.
v. Filed herewith as Exhibit F is a "past-tense"
opinion of Counsel for Interstate.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, as amended, Interstate has duly
caused this Certificate 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: February 23, 1999
-2-
<PAGE>
Exhibit Index
-------------
Exhibit Description
------- -----------
F Opinion of counsel
EXHIBIT F
[On Letterhead of Steven R. Suleski, Esq.]
February 23, 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
"Transactions"). In the Declaration authority is requested for
Interstate to implement a shareowner rights plan (the "Plan") as
described in the Declaration and embodied in a Rights Agreement
(the "Rights Agreement") incorporated by reference thereto as
Exhibit A-3 (the "Rights Agreement"). An Order was issued by the
Commission with respect to the Transactions on January 15, 1999.
Pursuant to the Plan, on January 20, 1999 the Board of
Directors of Interstate declared a dividend (the "Dividend")
distribution of one common share purchase right ("Right") for
each outstanding share of common stock, par value $.01 per share
("Common Stock"), of Interstate. On February 22, 1999,
Interstate issued the Dividend to holders of record of Common
Stock on such date.
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.
<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:
1. No state commission has jurisdiction over the
Transactions;
2. Interstate is a corporation validly organized and
duly existing under the laws of the State of Wisconsin;
3. The Rights issued to holders of record on
February 22, 1999, have been and Rights thereafter issued in
accordance with the Rights Agreement will be 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 when issued pursuant to
the Plan will be validly issued, fully paid and nonassessable
(except as 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 Transactions have
been complied with; however, I express no opinion as to need to
comply with state blue sky laws;
6. The consummation of the Transactions does not
violate the legal rights of the holders of any securities issued
by Interstate or any associate company thereof; and
7. The Transactions have been carried out in
accordance with the Declaration.
I hereby consent to the use of this opinion in
connection with the Declaration.
Very truly yours,
/s/ Steven R. Suleski
Steven R. Suleski
