<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2000
REGISTRATION NO. 333-92859
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------
Issuer of Senior Notes registered hereby
ALLIANT ENERGY RESOURCES, INC.
(Exact name of registrant as specified in its charter)
------------------------
<TABLE>
<S> <C> <C>
WISCONSIN 6719 39-1605561
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation) Classification Code Number) No.)
</TABLE>
ALLIANT ENERGY TOWER
200 FIRST STREET SE
CEDAR RAPIDS, IOWA 52401
(319) 398-4411
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Guarantor of Senior Notes registered hereby
ALLIANT ENERGY CORPORATION
(Exact name of registration as specified in its charter)
<TABLE>
<S> <C> <C>
WISCONSIN 6719 39-1380265
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation) Classification Code Number) No.)
</TABLE>
222 WEST WASHINGTON AVENUE
MADISON, WISCONSIN 53703
(608) 252-3311
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
<TABLE>
<S> <C>
EDWARD M. GLEASON Copies to:
VICE PRESIDENT-TREASURER AND CORPORATE BENJAMIN F. GARMER, III, ESQ.
SECRETARY FOLEY & LARDNER
ALLIANT ENERGY RESOURCES, INC. 777 EAST WISCONSIN AVENUE
ALLIANT ENERGY CORPORATION MILWAUKEE, WISCONSIN 53202
222 WEST WASHINGTON AVENUE (414) 271-2400
MADISON, WISCONSIN 53703
(608) 252-3311
(Name, address, including zip code, and
telephone number,
including area code, of agent for service)
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the Exchange Offer referred to herein.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED APRIL 25, 2000
[ALLIANT ENERGY RESOURCES, INC. LOGO]
ALLIANT ENERGY RESOURCES, INC.
OFFER TO EXCHANGE
ALL OUTSTANDING
7 3/8% SENIOR NOTES DUE 2009
$250,000,000 PRINCIPAL AMOUNT OUTSTANDING
FOR
NEW 7 3/8% SENIOR NOTES DUE 2009
$250,000,000 PRINCIPAL AMOUNT
----------------------
- - We are offering to exchange new registered 7 3/8% Senior Notes due 2009 for
all of our outstanding unregistered 7 3/8% Senior Notes due 2009.
- - The exchange offer expires at 5:00 p.m., New York City time, on
, 2000, unless we extend it.
- - The terms of the new senior notes are substantially identical to those of the
existing senior notes, except that the new senior notes will not have
securities law transfer restrictions and registration rights relating to the
existing senior notes and the new senior notes will not provide for the
payment of additional interest under circumstances relating to the timing of
the exchange offer.
- - Our parent, Alliant Energy Corporation, will fully and unconditionally
guarantee the new senior notes.
- - The exchange offer is not subject to any condition other than that the
exchange offer not violate applicable law or applicable interpretation of the
staff of the SEC and certain other conditions.
- - All outstanding senior notes that are validly tendered and not validly
withdrawn will be exchanged.
- - You may withdraw your tender of existing senior notes any time before the
exchange offer expires.
- - We will not receive any proceeds from the exchange offer.
- - The exchange of senior notes will not be a taxable event for U.S. federal
income tax purposes.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
----------------------
The date of this prospectus is , 2000.
<PAGE> 3
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.......................................... 4
Where You Can Find More Information......................... 13
Forward-Looking Statements.................................. 14
Use of Proceeds............................................. 15
Capitalization.............................................. 15
The Exchange Offer.......................................... 16
Business.................................................... 25
Description of Outstanding Indebtedness..................... 28
Description of the New Senior Notes......................... 29
United States Federal Income Tax Considerations............. 43
Plan of Distribution........................................ 46
Legal Matters............................................... 47
Experts..................................................... 47
</TABLE>
----------------------
3
<PAGE> 5
PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus
and may not contain all of the information that is important to you. This
prospectus includes the specific terms of the new senior notes we are offering,
as well as information regarding our business. We encourage you to read this
prospectus in its entirety.
ALLIANT ENERGY RESOURCES, INC.
We are a wholly-owned subsidiary of Alliant Energy Corporation, which is a
registered public utility holding company. We manage a portfolio of companies
involved in non-regulated businesses.
Through these businesses, we:
- offer large energy users an array of services to maximize their
productivity and energy efficiency,
- provide solutions for waste remediation and other environmental
engineering and consulting services,
- make investments in utilities in international and domestic markets and
seek opportunities to develop or improve electricity generation
facilities in these markets,
- market new products and services to enhance the security and comfort of
residential and small customers and to maximize their energy efficiency,
- buy, sell and trade electricity for large customers and assist those
customers to minimize risks related to changes in costs of energy
through Cargill-Alliant LLC, a joint venture with Cargill Incorporated
in which we have a 50% ownership interest,
- offer short-line railway freight service in Iowa, storage services and
barge terminal and hauling service on the Mississippi River, and
- own, manage and develop affordable housing developments and provide
equity and debt financing for these developments.
Set forth below is a condensed organization chart that reflects how our and
Alliant Energy Corporation's businesses and investments are managed:
[GRAPH]
Our principal executive offices are located at Alliant Tower, 200 First
Street SE, Cedar Rapids, Iowa 52401, telephone number (319) 398-4411.
4
<PAGE> 6
ALLIANT ENERGY CORPORATION
Alliant Energy Corporation was formed as a result of a three-way merger
involving WPL Holdings, Inc., IES Industries Inc. and Interstate Power Company.
The merger was completed in April 1998. The first tier subsidiaries of Alliant
Energy Corporation include Wisconsin Power and Light Company, IES Utilities
Inc., Interstate Power Company, Alliant Energy Resources, Inc. and Alliant
Energy Corporate Services, Inc.
Alliant Energy Corporation, through its public utility operating companies,
Wisconsin Power and Light Company, IES Utilities Inc. and Interstate Power
Company, is engaged principally in:
- the generation, transmission, distribution and sale of electric energy;
- the purchase, distribution, transportation and sale of natural gas; and
- the provision of water and steam services in selected markets.
The principal markets of Alliant Energy Corporation's utility operating
subsidiaries are located in Iowa, Wisconsin, Minnesota and Illinois. Alliant
Energy Corporation is also involved in several non-regulated and non-utility
activities through our company.
Alliant Energy Corporation, a public utility holding company incorporated
in Wisconsin in 1981, has its principal executive offices located at 222 West
Washington Avenue, Madison, Wisconsin 53703, telephone number (608) 252-3311.
THE EXCHANGE OFFER
Existing Senior Notes...... We sold $250,000,000 of our 7 3/8% Senior Notes due
2009, which are fully and unconditionally
guaranteed by Alliant Energy Corporation, to the
initial purchasers on November 9, 1999. We issued
the existing senior notes at a discount of 1.2% per
existing senior note, which means the initial
purchasers paid less than the principal amount for
the existing senior notes. The initial purchasers
resold those existing senior notes to qualified
institutional buyers pursuant to Rule 144A under
the Securities Act of 1933.
Registration Rights
Agreement.................. When we sold the existing senior notes we entered
into a registration rights agreement with the
initial purchasers in which we agreed, among other
things, to provide to you and all other holders of
these existing senior notes the opportunity to
exchange your unregistered existing senior notes
for a new series of substantially identical new
senior notes that we have registered under the
Securities Act. This exchange offer is being made
for that purpose.
New Senior Notes........... We are offering registered 7 3/8% Senior Notes due
2009, which are fully and unconditionally
guaranteed by Alliant Energy Corporation, in
exchange for your existing senior notes. The terms
of the new senior notes and the existing senior
notes are substantially identical except:
- the new senior notes will be issued in a
transaction that will have been registered under
the Securities Act;
- the new senior notes will not contain securities
law restrictions on transfer; and
- the new senior notes will not provide for the
payment of additional interest under
circumstances relating to the timing of the
exchange offer.
5
<PAGE> 7
The Exchange Offer......... We are offering to exchange $1,000 principal amount
of the new senior notes for each $1,000 principal
amount of your existing senior notes. As of the
date of this prospectus, $250,000,000 aggregate
principal amount of the existing senior notes are
outstanding. For procedures for tendering, see "The
Exchange Offer -- Procedures for Tendering Existing
Senior Notes"
Expiration Date............ This exchange offer will expire at 5:00 p.m., New
York City time, on , 2000, unless we
extend it.
Resales of New Senior
Notes...................... We believe that you may resell or otherwise
transfer the new senior notes received in the
exchange offer without complying with the
registration and prospectus delivery provisions of
the Securities Act so long as you are not a
broker-dealer and you meet the following
conditions:
- you are not our "affiliate" within the meaning
of Rule 405 under the Securities Act;
- you acquire the new senior notes issued in the
exchange offer in the ordinary course of your
business;
- you have no arrangement or understanding with
any person to participate in the distribution of
the new senior notes; and
- you did not purchase the existing senior notes
directly from us to resell pursuant to Rule 144A
or any other available exemption from the
Securities Act.
By signing the letter of transmittal and tendering
your existing senior notes, you will be making
representations to this effect. You may incur
liability under the Securities Act if:
- any of the representations listed above are not
true; and
- you transfer any new senior note issued to you
in the exchange offer without either delivering
a prospectus meeting the requirements of the
Securities Act or qualifying for an exemption
from the registration requirements under the
Securities Act.
We do not assume or indemnify you against liability
under these circumstances, which means that we will
not protect you against any loss incurred as a
result of this liability under the Securities Act.
If you do not meet the conditions listed above,
then:
- you will not be permitted to tender existing
senior notes in the exchange offer; and
- you must comply with the registration and
prospectus delivery requirements of the
Securities Act, including being named as a
selling security holder, in connection with any
sale of existing senior notes unless an
exemption from these requirements is available.
Each broker-dealer that has received new senior
notes for its own account in exchange for existing
senior notes that were acquired as a result of
market-making or other trading activities must
acknowledge that it will deliver a prospectus
meeting the requirements of the Securities Act in
connection with any resale of the new senior notes.
6
<PAGE> 8
A broker-dealer generally may use this prospectus
in connection with any such resale. See "The
Exchange Offer -- Resales of New Senior Notes."
Acceptance of Existing
Senior Notes and Delivery
of New Senior Notes...... We will accept for exchange any and all existing
senior notes that are validly tendered in the
exchange offer and not withdrawn before the offer
expires. The new senior notes will be delivered
promptly following the exchange offer.
Withdrawal Rights.......... You may withdraw your tender of existing senior
notes at any time before the exchange offer
expires.
Conditions of the Exchange
Offer...................... The exchange offer is subject to the following
conditions, which we may waive:
- the exchange offer, or the making of any
exchange by a holder of existing senior notes,
will not violate any applicable law or
interpretation by the staff of the SEC; and
- no action may be pending or threatened in any
court or before any governmental agency with
respect to the exchange offer that may impair
our ability to proceed with the exchange offer.
Consequences of Failure to
Exchange................. If you are eligible to participate in the exchange
offer and you do not tender your existing senior
notes, then you will not have further exchange or
registration rights and you will continue to hold
existing senior notes subject to restrictions on
transfer.
Federal Income Tax
Consequences............. The exchange of an existing senior note for a new
senior note will not be taxable to a United States
holder for federal income tax purposes.
Consequently, you will not recognize any gain or
loss upon receipt of the new senior notes. See
"United States Federal Income Tax Considerations."
Use of Proceeds............ We will not receive any proceeds from the exchange
offer.
Accounting Treatment....... We will not recognize any gain or loss on the
exchange of senior notes. See "The Exchange
Offer -- Accounting Treatment."
Exchange Agent............. Firstar Bank, N.A. is the exchange agent. See "The
Exchange Offer -- Exchange Agent."
7
<PAGE> 9
THE NEW SENIOR NOTES
The new senior notes will evidence the same debt as the existing senior
notes and will be governed by the same indenture, as supplemented, under which
the existing senior notes were issued.
TERMS OF THE NEW SENIOR NOTES
Aggregate Principal
Amount..................... Up to $250,000,000.
Interest Rate.............. 7 3/8% per year.
Maturity Date.............. November 9, 2009.
Interest Payment Dates..... May 9 and November 9 of each year, beginning
November 9, 2000.
Interest Calculations...... Based on a 360-day year of twelve 30-day months.
Parent Company Guarantee... Our parent, Alliant Energy Corporation, will fully
and unconditionally guarantee the new senior notes.
The guarantee will be equal in right of payment
with all other unsecured indebtedness and
guarantees issued by Alliant Energy Corporation.
The guarantee will be effectively subordinated to
all secured indebtedness of Alliant Energy
Corporation and will be effectively subordinated to
the claims of creditors of any of Alliant Energy
Corporation's subsidiaries. As of December 31,
1999, the amount of indebtedness of Alliant Energy
Corporation that ranked equally with, or senior to,
the guarantee was $309.8 million, none of which was
secured.
Ranking.................... The new senior notes will rank equally with all of
our other unsecured and unsubordinated
indebtedness. The new senior notes will be
effectively subordinated to all of our secured
indebtedness and will be effectively subordinated
to the claims of creditors of any of our
subsidiaries. As of December 31, 1999, as adjusted
to give effect to the issuance of our exchangeable
senior notes due 2030 in the initial aggregate
principal amount of $402.5 million on February 1,
2000, the amount of indebtedness of Alliant Energy
Resources that ranked equally with, or senior to,
the senior notes was $789.8 million, none of which
was secured. As of December 31, 1999, the amount of
indebtedness incurred by our subsidiaries was $80.1
million.
Ratings.................... The senior notes have been assigned ratings of A by
Standard & Poor's Ratings Services and A3 by
Moody's Investor's Service, Inc. These ratings have
been obtained with the understanding that S&P and
Moody's will continue to monitor our credit rating
and that of Alliant Energy Corporation, and will
make future adjustments to the extent warranted. A
rating reflects only the views of S&P or Moody's
and is not a recommendation to buy, sell or hold
the senior notes. We cannot give any assurance that
the ratings will be retained for any time period or
that they will not be revised downward or withdrawn
entirely by S&P or Moody's.
8
<PAGE> 10
Optional Redemption........ The new senior notes will be redeemable in whole or
in part at our option at any time, on at least 30
days' but not more than 60 days' prior written
notice at a price equal to the greater of:
- 100% of the principal amount of the new senior
notes being redeemed and
- the sum of the present values of the principal
amount of the new senior notes to be redeemed and
the remaining scheduled payments of interest on
the new senior notes from the redemption date to
November 9, 2009, discounted from their
respective scheduled payment dates to the
redemption date semi-annually at a discount rate
equal to the Treasury Yield, as defined under
"Description of the New Senior Notes -- Optional
Redemption", plus 20 basis points, plus accrued
interest on the senior notes to the redemption
date. See "Description of the New Senior Notes --
Optional Redemption."
Sinking Fund............... None.
Form and Denominations..... The new senior notes initially will be issued in
fully registered book-entry form and will be
represented by one or more registered global
securities deposited with or on behalf of, and
registered in the name of, a nominee of The
Depository Trust Company. The new senior notes will
be issued in denominations of $1,000 and integral
multiples thereof.
Absence of Market for the
Notes...................... The new senior notes are a new issue of securities
with no established trading market. We currently
have no intention to apply to list the new senior
notes on any securities exchange or to seek their
admission to trading on any automated quotation
system. Accordingly, we cannot provide any
assurance as to the development or liquidity of any
market for the new senior notes.
GENERAL INDENTURE PROVISIONS APPLICABLE TO THE NEW SENIOR NOTES
No Limit on Debt........... The indenture governing the new senior notes does
not limit the amount of debt that we may issue or
provide holders any protection should we be
involved in a highly leveraged transaction.
Covenants.................. The indenture contains covenants that, among other
things, will limit our ability and that of our
subsidiaries and, for some limited matters, Alliant
Energy Corporation to:
- issue, assume or guarantee some types of secured
indebtedness;
- engage in sale and lease-back transactions; and
- consolidate or merge.
These covenants are subject to important exceptions
and qualifications, which are described under the
heading "Description of the New Senior
Notes -- Covenants" in this prospectus.
9
<PAGE> 11
Events of Default.......... Each of the following is an event of default under
the indenture:
- the failure by us or Alliant Energy Corporation
to pay principal of or premium, if any, on the
senior notes when due;
- the failure by us or Alliant Energy Corporation
for 30 days to pay interest when due on the
senior notes;
- the failure by us or Alliant Energy Corporation
to perform other covenants with respect to the
senior notes following 90 days after receipt of
notice of failure; and
- events of bankruptcy, insolvency or
reorganization of us or Alliant Energy
Corporation.
These covenants are subject to important exceptions
and qualifications, which are described under the
heading "Description of the New Senior
Notes -- Events of Default" in this prospectus.
Remedies................... If any event of default occurs and is continuing,
the trustee under the indenture or holders of at
least 25% in aggregate principal amount of
outstanding senior notes may declare the principal
thereof immediately due and payable.
Other...................... The new senior notes and the existing senior notes
will vote together as a single class for purposes
of determining whether the holders of the requisite
percentage in outstanding principal amount have
taken certain actions or exercised certain rights
under the indenture.
10
<PAGE> 12
SUMMARY FINANCIAL INFORMATION
ALLIANT ENERGY RESOURCES, INC.
The following table sets forth our unaudited summary consolidated financial
information. The information set forth below was derived from Alliant Energy
Corporation's financial statements and notes.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1999 1998 1997
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
INCOME STATEMENT DATA:
Operating revenues.......................................... $305,029 $238,676 $361,961
Operating income (loss)..................................... (1,256) (8,608) (6,818)
Net income (loss)........................................... 37,812(1) (8,898) (3,966)
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1999 1998
---------- --------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Current assets.............................................. $ 132,401 $ 92,148
Non-current assets(2)....................................... 1,716,148 777,113
Current liabilities......................................... 197,669 63,648
Non-current liabilities (excludes minority interest)........ 502,760 160,278
Minority interest(3)........................................ 7,208 6,193
</TABLE>
- ---------------
(1) Includes after-tax gains of $25 million from the sales of a portion of our
investment in McLeodUSA Incorporated.
(2) Includes the market value of McLeodUSA Incorporated of $1,124 million at
December 31, 1999 and $320 million at December 31, 1998.
(3) Minority interest represents primarily real estate joint ventures.
11
<PAGE> 13
ALLIANT ENERGY CORPORATION
The following table sets forth selected consolidated financial information
of Alliant Energy Corporation. The information set forth below was selected or
derived from the financial statements and notes of Alliant Energy Corporation.
The information set forth below is qualified in its entirety by and should be
read in conjunction with the Alliant Energy Corporation Management's Discussion
and Analysis of Financial Condition and Results of Operations and the detailed
information and consolidated financial statements, including the notes thereto,
incorporated by reference in this prospectus. See "Where You Can Find More
Information."
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1999 1998(1) 1997 1996 1995
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS EXCEPT FOR PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Operating revenues.................. $2,197,963 $2,130,874 $2,300,627 $2,232,840 $1,976,807
Operating income.................... 376,535 283,302 336,383 365,439 364,932
Income from continuing operations... 196,581 96,675 144,578 157,088 159,157
Net income.......................... 196,581 96,675 144,578 155,791 145,971
PER SHARE DATA:
Income from continuing operations... $2.51 $1.26 $1.90 $2.08 $2.13
Earnings per average common share
(basic and diluted)............... $2.51 $1.26 $1.90 $2.06 $1.95
Dividends declared per common
share(2).......................... $2.00 $2.00 $2.00 $1.97 $1.94
BALANCE SHEET DATA:
Total assets........................ $6,075,683 $4,959,337 $4,923,550 $4,639,826 $4,476,406
Long-term obligations, net(3)....... $1,660,558 $1,713,649 $1,604,305 $1,444,355 $1,357,755
RATIO OF EARNINGS TO FIXED
CHARGES........................... 3.19 2.17 2.77 3.21 3.17
</TABLE>
- ---------------
(1) The 1998 financial results reflect the recording of $54 million of pre-tax
merger charges.
(2) Represents data for WPL Holdings, Inc. prior to the three-way merger
involving WPL Holdings, Inc., IES Industries Inc. and Interstate Power
Company in April 1998.
(3) Long-term obligations, net include long-term debt, current maturities,
variable rate demand bonds, current and long-term capital lease obligations
and mandatory redeemable preferred stock.
12
<PAGE> 14
WHERE YOU CAN FIND MORE INFORMATION
Alliant Energy Corporation, our parent corporation and the guarantor of the
senior notes, files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document which Alliant
Energy Corporation files at the SEC's public reference rooms at 450 Fifth
Street, N.W., Washington D.C., and at regional SEC offices in Chicago, Illinois
and New York, New York. You can call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. You can also find
Alliant Energy Corporation's public filings with the SEC on the internet at a
website maintained by the SEC located at http://www.sec.gov.
We are "incorporating by reference" specified documents that Alliant Energy
Corporation files with the SEC, which contain important business and financial
information not included in or delivered with this prospectus. "Incorporating by
reference" means:
- incorporated documents are considered part of this prospectus;
- we are disclosing important information to you by referring you to those
documents; and
- information Alliant Energy Corporation files with the SEC will
automatically update and supersede information contained in this
offering memorandum.
We incorporate by reference the documents we list below and any future
filings Alliant Energy Corporation makes with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus and before the end of the exchange offer:
- Alliant Energy Corporation's Annual Report on Form 10-K for the year
ended December 31, 1999; and
- Alliant Energy Corporation's Current Report on Form 8-K dated January
25, 2000, as amended by Alliant Energy Corporation's Current Report on
Form 8-K/A dated January 25, 2000, Alliant Energy Corporation's Current
Report on Form 8-K dated January 26, 2000, Alliant Energy Corporation's
Current Reports on Form 8-K dated February 1, 2000, and Alliant Energy
Corporation's Current Report on Form 8-K dated April 7, 2000.
YOU MAY REQUEST A COPY OF ANY OF THESE FILINGS (INCLUDING EXHIBITS), AT NO
COST, BY WRITING TO EDWARD M. GLEASON, VICE PRESIDENT-TREASURER AND CORPORATE
SECRETARY, ALLIANT ENERGY CORPORATION, 222 WEST WASHINGTON AVENUE, MADISON,
WISCONSIN 53703, OR BY CALLING MR. GLEASON AT (608) 252-3311. TO OBTAIN TIMELY
DELIVERY OF ANY OF THIS INFORMATION, YOU MUST MAKE YOUR REQUEST AT LEAST FIVE
BUSINESS DAYS PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER. THE DATE BY WHICH
YOU MUST MAKE YOUR REQUEST IS , 2000.
You should rely only on the information contained or incorporated by
reference in this document or to which we have referred you. We have not
authorized any other person to provide you with different information. This
prospectus may only be used where it is legal to sell these securities. You
should assume that the information contained or incorporated by reference in
this document is accurate as of the date on the front cover of the prospectus
only. Our and Alliant Energy Corporation's business, financial condition,
results of operations and prospects may have changed since that date.
13
<PAGE> 15
FORWARD-LOOKING STATEMENTS
This prospectus (including the information we incorporate by reference)
contains forward-looking statements that are not of historical fact and are
statements intended to qualify for the safe harbors from liability established
by the Private Securities Litigation Reform Act of 1995. From time to time, we
or Alliant Energy Corporation may make other forward-looking statements within
the meaning of the federal securities laws that involve judgments, assumptions
and other uncertainties beyond our control. These forward-looking statements may
include, among others, statements concerning revenue and cost trends, cost
recovery, cost reduction strategies and anticipated outcomes, pricing
strategies, changes in the utility industry, planned capital expenditures,
financing needs and availability, statements of expectations, beliefs, future
plans and strategies, anticipated events or trends and similar comments
concerning matters that are not historical facts. You are cautioned that these
statements are not a guarantee of future performance and that these
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed in, or implied
by, these statements. Some, but not all, of the risks and uncertainties include:
- weather effects on sales and revenues,
- competitive factors,
- general economic conditions in the relevant service territory,
- federal and state regulatory or government actions, including issues
associated with the deregulation of the utility industry,
- unanticipated construction and acquisition expenditures,
- issues related to stranded costs and their recovery,
- the operations of Alliant Energy Corporation's nuclear facilities,
- unanticipated costs associated with environmental remediation efforts
being undertaken by Alliant Energy Corporation,
- unanticipated issues relating to establishing a transmission company,
- material changes in the value of our investment in McLeodUSA
Incorporated,
- technological developments,
- employee workforce factors, including changes in key executives,
collective bargaining agreements or work stoppages,
- political, legal and economic conditions in foreign countries Alliant
Energy Corporation has investments in, and
- changes in the rate of inflation.
14
<PAGE> 16
USE OF PROCEEDS
This exchange offer is intended to satisfy our obligations under the
registration rights agreement entered into in connection with the issuance of
the existing senior notes. We will not receive any cash proceeds from the
issuance of the new senior notes. We added the net proceeds of approximately
$247 million from the sale of the existing senior notes to our general funds. We
then used these general funds to repay commercial paper we issued in connection
with the development and acquisition of our non-regulated businesses as it
became due.
CAPITALIZATION
The following table sets forth the consolidated capitalization of Alliant
Energy Corporation, including us, as of December 31, 1999, and as adjusted to
give effect to the issuance of $402.5 million of exchangeable senior notes due
2030. See "Description of Outstanding Indebtedness."
<TABLE>
<CAPTION>
DECEMBER 31, 1999
---------------------------------------
ACTUAL ADJUSTMENTS ADJUSTED
---------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
Common stock......................................... $ 790 -- $ 790
Additional paid-in capital........................... 942,408 -- 942,408
Retained earnings.................................... 577,464 -- 577,464
Accumulated other comprehensive income............... 634,903 -- 634,903
---------- -------- ----------
Total common equity................................ 2,155,565 -- 2,155,565
---------- -------- ----------
Cumulative preferred stock of subsidiaries........... 113,638 -- 113,638
Long-term debt (excluding current portion):
---------- -------- ----------
Exchangeable senior notes............................ -- $402,500 402,500
Other long-term debt................................. 1,486,765 -- 1,486,765
---------- -------- ----------
Total long-term debt............................... 1,486,765 402,500 1,889,265
---------- -------- ----------
Total capitalization.......................... $3,755,968 $402,500 $4,158,468
========== ======== ==========
</TABLE>
15
<PAGE> 17
THE EXCHANGE OFFER
PURPOSE AND EFFECT; REGISTRATION RIGHTS
We sold the existing senior notes on November 9, 1999 in transactions
exempt from the registration requirements of the Securities Act. Therefore, the
existing senior notes are subject to significant restrictions on resale. In
connection with the issuance of the existing senior notes, we entered into a
registration rights agreement, which required that we and Alliant Energy
Corporation:
- file with the SEC a registration statement under the Securities Act
relating to the exchange offer and the issuance and delivery of new
senior notes in exchange for the existing senior notes;
- use our reasonable best efforts to cause the SEC to declare the exchange
offer registration statement effective under the Securities Act; and
- use our reasonable best efforts to consummate the exchange offer not
later than 45 days following the effective date of the exchange offer
registration statement.
If you participate in the exchange offer, you will, with limited
exceptions, receive new senior notes that are freely tradeable and not subject
to restrictions on transfer. You should read this prospectus under the heading
"-- Resales of New Senior Notes" for more information relating to your ability
to transfer new senior notes.
If you are eligible to participate in the exchange offer and do not tender
your existing senior notes, you will continue to hold the untendered existing
senior notes, which will continue to be subject to restrictions on transfer
under the Securities Act.
The exchange offer is intended to satisfy our exchange offer obligations
under the registration rights agreement. The above summary of the registration
rights agreement is not complete and is subject to, and qualified by reference
to, all the provisions of the registration rights agreement. A copy of the
registration rights agreement has been filed as an exhibit to the registration
statement that includes this prospectus.
TERMS OF THE EXCHANGE OFFER
We are offering to exchange $250,000,000 in aggregate principal amount of
our 7 3/8% Senior Notes due 2009 that have been registered under the Securities
Act for a like principal amount of our outstanding unregistered 7 3/8% Senior
Notes due 2009.
Upon the terms and subject to the conditions set forth in this prospectus
and in the accompanying letter of transmittal, we will accept all existing
senior notes validly tendered and not withdrawn before 5:00 p.m., New York City
time, on the expiration date of the exchange offer. We will issue $1,000
principal amount of new senior notes in exchange for each $1,000 principal
amount of outstanding existing senior notes we accept in the exchange offer. You
may tender some or all of your existing senior notes under the exchange offer.
However, the existing senior notes are issuable in authorized denominations of
$1,000 and integral multiples thereof. Accordingly, existing senior notes may be
tendered only in denominations of $1,000 and integral multiples thereof. The
exchange offer is not conditioned upon any minimum amount of original notes
being tendered.
The form and terms of the new senior notes will be the same as the form and
terms of the existing senior notes, except that:
- the new senior notes will be registered with the SEC and thus will not be
subject to the restrictions on transfer or bear legends restricting their
transfer;
- all of the new senior notes will be represented by global notes in
book-entry form unless exchanged for notes in definitive certificated
form under the limited circumstances described under "Description of the
New Senior Notes -- Book-Entry Procedures and Form;" and
- the new senior notes will not provide for the payment of additional
interest under circumstances relating to the timing of the exchange
offer.
16
<PAGE> 18
The new senior notes will evidence the same debt as the existing senior
notes and will be issued under, and be entitled to the benefits of, the
indenture, as supplemented, governing the existing senior notes.
The new senior notes will accrue interest from the most recent date to
which interest has been paid on the existing senior notes or, if no interest has
been paid, from the date of issuance of the existing senior notes. Accordingly,
registered holders of new senior notes on the record date for the first interest
payment date following the completion of the exchange offer will receive
interest accrued from the most recent date to which interest has been paid on
the existing senior notes or, if no interest has been paid, from the date of
issuance of the existing senior notes. However, if that record date occurs prior
to completion of the exchange offer, then the interest payable on the first
interest payment date following the completion of the exchange offer will be
paid to the registered holders of the existing senior notes on that record date.
In connection with the exchange offer, you do not have any appraisal or
dissenters' rights under the Wisconsin Business Corporation Law or the
indenture, as supplemented. We intend to conduct the exchange offer in
accordance with the registration rights agreement and the applicable
requirements of the Securities Exchange Act of 1934 and the rules and
regulations of the SEC.
We will be deemed to have accepted validly tendered existing senior notes
when we have given oral or written notice of our acceptance to the exchange
agent. The exchange agent will act as agent for the tendering holders for the
purpose of receiving the new senior notes from us.
If we do not accept any tendered existing senior notes because of an
invalid tender or for any other reason, then we will return certificates for any
unaccepted existing senior notes without expense to the tendering holder as
promptly as practicable after the expiration date.
EXPIRATION DATE; AMENDMENTS
The exchange offer will expire at 5:00 p.m., New York City time, on
, 2000, unless we, in our sole discretion, extend the exchange offer.
If we determine to extend the exchange offer, then we will notify the
exchange agent of any extension by oral or written notice and give each
registered holder notice of the extension by means of a press release or other
public announcement before 9:00 a.m., New York City time, on the next business
day after the previously scheduled expiration date.
We reserve the right, in our sole discretion, to delay accepting any
existing senior notes, to extend the exchange offer or to amend or terminate the
exchange offer if any of the conditions described below under "-- Conditions"
have not been satisfied or waived by giving oral or written notice to the
exchange agent of the delay, extension, amendment or termination. Further, we
reserve the right, in our sole discretion, to amend the terms of the exchange
offer in any manner. We will notify you as promptly as practicable of any
extension, amendment or termination. We will also file a post-effective
amendment to the registration statement of which this prospectus is a part with
respect to any fundamental change in the exchange offer.
PROCEDURES FOR TENDERING EXISTING SENIOR NOTES
Any tender of existing senior notes that is not withdrawn prior to the
expiration date will constitute a binding agreement between the tendering holder
and us upon the terms and subject to the conditions set forth in this prospectus
and in the accompanying letter of transmittal. A holder who wishes to tender
existing senior notes in the exchange offer must do either of the following:
- properly complete, sign and date the letter of transmittal, including
all other documents required by the letter of transmittal; have the
signature on the letter of transmittal guaranteed if the letter of
transmittal so requires; and deliver that letter of transmittal and
other required documents to the exchange agent at the address listed
below under "-- Exchange Agent" on or before the expiration date; or
17
<PAGE> 19
- if the existing senior notes are tendered under the book-entry transfer
procedures described below, transmit to the exchange agent on or before
the expiration date an agent's message.
In addition, one of the following must occur:
- the exchange agent must receive certificates representing your existing
senior notes, along with the letter of transmittal, on or before the
expiration date; or
- the exchange agent must receive a timely confirmation of book-entry
transfer of the existing senior notes into the exchange agent's account
at DTC under the procedure for book-entry transfers described below,
along with the letter of transmittal or a properly transmitted agent's
message, on or before the expiration date; or
- the holder must comply with the guaranteed delivery procedures described
below.
The term "agent's message" means a message, transmitted by a book-entry
transfer facility to and received by the exchange agent and forming a part of
the book-entry confirmation, which states that the book-entry transfer facility
has received an express acknowledgement from the tendering participant stating
that the participant has received and agrees to be bound by the letter of
transmittal and that we may enforce the letter of transmittal against the
participant.
The method of delivery of existing senior notes, the letter of transmittal
and all other required documents to the exchange agent is at your election and
risk. Rather than mail these items, we recommend that you use an overnight or
hand delivery service. In all cases, you should allow sufficient time to assure
timely delivery to the exchange agent before the expiration date. Do not send
letters of transmittal or existing senior notes to us.
Generally, an eligible institution must guarantee signatures on a letter of
transmittal or a notice of withdrawal unless the existing senior notes are
tendered:
- by a registered holder of the existing senior notes who has not
completed the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" on the letter of transmittal; or
- for the account of an eligible institution.
If signatures on a letter of transmittal or a notice of withdrawal are
required to be guaranteed, the guarantee must be by a firm which is:
- a member of a registered national securities exchange;
- a member of the National Association of Securities Dealers, Inc.;
- a commercial bank or trust company having an office or correspondent in
the United States; or
- another "eligible institution" within the meaning of Rule 17Ad-15 under
the Securities Exchange Act.
If the letter of transmittal is signed by a person other than the
registered holder of any outstanding existing senior notes, the original notes
must be endorsed or accompanied by appropriate powers of attorney. The power of
attorney must be signed by the registered holder exactly as the registered
holder(s) name(s) appear(s) on the existing senior notes and an eligible
institution must guarantee the signature on the power of attorney.
If the letter of transmittal, or any existing senior notes or powers of
attorney are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, these persons should so indicate when signing. Unless
waived by us, they should also submit evidence satisfactory to us of their
authority to so act.
If you wish to tender existing senior notes that are registered in the name
of a broker, dealer, commercial bank, trust company or other nominee, you should
promptly instruct the registered holder to tender on your behalf. If you wish to
tender on your behalf, you must, before completing the procedures
18
<PAGE> 20
for tendering existing senior notes, either register ownership of the existing
senior notes in your name or obtain a properly completed bond power from the
registered holder. The transfer of registered ownership may take considerable
time.
We will determine in our sole discretion all questions as to the validity,
form, eligibility, including time of receipt, and acceptance of existing senior
notes tendered for exchange. Our determination will be final and binding on all
parties. We reserve the absolute right to reject any and all tenders of existing
senior notes not properly tendered or existing senior notes our acceptance of
which might, in the judgment of our counsel, be unlawful. We also reserve the
absolute right to waive any defects, irregularities or conditions of tender as
to any particular existing senior notes. Our interpretation of the terms and
conditions of the exchange offer, including the instructions in the letter of
transmittal, will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of existing senior notes
must be cured within the time period we determine. Neither we, the exchange
agent nor any other person will incur any liability for failure to give you
notification of defects or irregularities with respect to tenders of your
existing senior notes.
By tendering, you will represent to us that:
- the new senior notes acquired in the exchange offer are being acquired
in the ordinary course of business of the person receiving the new
senior notes;
- neither you nor any other person receiving your new senior notes has any
arrangement or understanding with any person to participate in the
distribution of the new senior notes; and
- neither you nor any other person receiving your new senior notes is our
"affiliate," as defined under Rule 405 of the Securities Act.
If you or the person receiving your new senior notes is our "affiliate," as
defined under Rule 405 of the Securities Act, or is participating in the
exchange offer for the purpose of distributing the new senior notes, you or that
other person cannot rely on the applicable interpretations of the staff of the
SEC, cannot tender your existing senior notes in the exchange offer and must
comply with the registration and prospectus delivery requirements of the
Securities Act in any resale transaction.
If you are a broker-dealer and you will receive new senior notes for your
own account in exchange for the existing senior notes, where these existing
senior notes were acquired as a result of market-making activities or other
trading activities, then you must acknowledge that you will deliver a prospectus
in connection with any resale of the new senior notes.
ACCEPTANCE OF EXISTING SENIOR NOTES FOR EXCHANGE; DELIVERY OF NEW SENIOR NOTES
Upon satisfaction of all conditions to the exchange offer, we will accept,
promptly after the expiration date, all existing senior notes properly tendered
and will issue the new senior notes promptly after acceptance of the existing
senior notes.
For purposes of the exchange offer, we will be deemed to have accepted
properly tendered existing senior notes for exchange when we have given oral or
written notice of that acceptance to the exchange agent. For each existing
senior note accepted for exchange, you will receive a new senior note having a
principal amount equal to that of the surrendered existing senior note.
In all cases, we will issue new senior notes for existing senior notes that
we have accepted for exchange under the exchange offer only after the exchange
agent timely receives:
- certificates for your existing senior notes or a timely confirmation of
book-entry transfer of your existing senior notes into the exchange
agent's account at DTC; and
- a properly completed and duly executed letter of transmittal and all
other required documents or a properly transmitted agent's message.
19
<PAGE> 21
If we do not accept any tendered existing senior notes for any reason set
forth in the terms of the exchange offer or if you submit existing senior notes
for a greater principal amount than you desire to exchange, we will return the
unaccepted or non-exchanged existing senior notes without expense to you. In the
case of existing senior notes tendered by book-entry transfer into the exchange
agent's account at DTC under the book-entry procedures described below, we will
credit the non-exchanged existing senior notes to your account maintained with
DTC.
BOOK-ENTRY TRANSFER
We understand that the exchange agent will make a request within two
business days after the date of this prospectus to establish accounts for the
existing senior notes at DTC for the purpose of facilitating the exchange offer,
and any financial institution that is a participant in DTC's system may make
book-entry delivery of existing senior notes by causing DTC to transfer the
existing senior notes into the exchange agent's account at DTC in accordance
with DTC's procedures for transfer. Although delivery of existing senior notes
may be effected through book-entry transfer at DTC, the exchange agent must
receive a properly completed and duly executed letter of transmittal with any
required signature guarantees, or an agent's message instead of a letter of
transmittal, and all other required documents at its address listed below under
"-- Exchange Agent" on or before the expiration date, or if you comply with the
guaranteed delivery procedures described below, within the time period provided
under those procedures.
GUARANTEED DELIVERY PROCEDURES
If you wish to tender your existing senior notes and your existing senior
notes are not immediately available, or you cannot deliver your existing senior
notes, the letter of transmittal or any other required documents or comply with
DTC's procedures for transfer before the expiration date, then you may
participate in the exchange offer if:
- the tender is made through an eligible institution;
- before the expiration date, the exchange agent receives from the
eligible institution a properly completed and duly executed notice of
guaranteed delivery, substantially in the form provided by us, by
facsimile transmission, mail or hand delivery, containing:
- the name and address of the holder and the principal amount of existing
senior notes tendered,
- a statement that the tender is being made thereby, and
- a guarantee that within three New York Stock Exchange trading days
after the expiration date, the certificates representing the existing
senior notes in proper form for transfer or a book-entry confirmation
and any other documents required by the letter of transmittal will be
deposited by the eligible institution with the exchange agent; and
- the exchange agent receives the properly completed and executed letter
of transmittal as well as certificates representing all tendered
existing senior notes in proper form for transfer, or a book-entry
confirmation, and all other documents required by the letter of
transmittal within three New York Stock Exchange trading days after the
expiration date.
WITHDRAWAL RIGHTS
You may withdraw your tender of existing senior notes at any time before
the exchange offer expires.
For a withdrawal to be effective, the exchange agent must receive a written
notice of withdrawal at its address listed below under "-- Exchange Agent." The
notice of withdrawal must:
- specify the name of the person who tendered the existing senior notes to
be withdrawn;
- identify the existing senior notes to be withdrawn, including the
principal amount, or, in the case of existing senior notes tendered by
book-entry transfer, the name and number of the DTC account to be
credited, and otherwise comply with the procedures of DTC; and
20
<PAGE> 22
- if certificates for existing senior notes have been transmitted, specify
the name in which those existing senior notes are registered if
different from that of the withdrawing holder.
If you have delivered or otherwise identified to the exchange agent the
certificates for existing senior notes, then, before the release of these
certificates, you must also submit the serial numbers of the particular
certificates to be withdrawn and a signed notice of withdrawal with the
signatures guaranteed by an eligible institution, unless the holder is an
eligible institution.
We will determine in our sole discretion all questions as to the validity,
form and eligibility, including time of receipt, of notices of withdrawal. Our
determination will be final and binding on all parties. Any existing senior
notes so withdrawn will be deemed not to have been validly tendered for purposes
of the exchange offer. We will return any existing senior notes that have been
tendered but that are not exchanged for any reason to the holder, without cost,
as soon as practicable after withdrawal, rejection of tender or termination of
the exchange offer. In the case of existing senior notes tendered by book-entry
transfer into the exchange agent's account at DTC, the existing senior notes
will be credited to an account maintained with DTC for the existing senior
notes. You may retender properly withdrawn existing senior notes by following
one of the procedures described under "-- Procedures for Tendering Existing
Senior Notes" at any time on or before the expiration date.
CONDITIONS
Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or to exchange new senior notes for, any
existing senior notes if:
- the exchange offer, or the making of any exchange by a holder of
existing senior notes, would violate any applicable law or applicable
interpretation by the staff of the SEC; or
- any action or proceeding is instituted or threatened in any court or by
or before any governmental agency with respect to the exchange offer
which, in our judgment, would reasonably be expected to impair our
ability to proceed with the exchange offer.
The conditions listed above are for our sole benefit and we may assert them
regardless of the circumstances giving rise to any condition. Subject to
applicable law, we may waive these conditions in our discretion in whole or in
part at any time and from time to time. If we waive these conditions, then we
intend to continue the exchange offer for at least five business days after the
waiver. If we fail at any time to exercise any of the above rights, the failure
will not be deemed a waiver of those rights, and those rights will be deemed
ongoing rights which may be asserted at any time and from time to time.
EXCHANGE AGENT
Firstar Bank, N.A. is the exchange agent for the exchange offer. You should
direct any questions and requests for assistance and requests for additional
copies of this prospectus, the letter of transmittal or the notice of guaranteed
delivery to the exchange agent addressed as follows:
By Hand, Overnight Mail, Courier, or Registered or Certified Mail:
Firstar Bank, N.A.
1555 North RiverCenter Drive
Suite 301
Milwaukee, Wisconsin 53212
Attention: Peter M. Brennan
21
<PAGE> 23
By Facsimile:
(414) 905-5003
Attention: Peter M. Brennan
Delivery of the letter of transmittal to an address other than as listed
above or transmission via facsimile other than as listed above will not
constitute a valid delivery of the letter of transmittal.
FEES AND EXPENSES
We will pay the expenses of the exchange offer. We will not make any
payments to brokers, dealers or others soliciting acceptances of the exchange
offer. We are making the principal solicitation by mail; however, our officers
and employees may make additional solicitations by facsimile transmission,
e-mail, telephone or in person. You will not be charged a service fee for the
exchange of your senior notes, but we may require you to pay any transfer or
similar government taxes in certain circumstances.
TRANSFER TAXES
You will not be obligated to pay any transfer taxes, unless you instruct us
to register new senior notes in the name of, or request that existing senior
notes not tendered or not accepted in the exchange offer be returned to, a
person other than the registered tendering holder.
ACCOUNTING TREATMENT
We will record the new senior notes at the same carrying values as the
existing senior notes, which is the aggregate principal amount of the existing
senior notes, as reflected in our accounting records on the date of exchange.
Accordingly, we will not recognize any gain or loss on the exchange of senior
notes. We will amortize the expenses of the offer over the term of the new
senior notes.
CONSEQUENCES OF FAILURE TO EXCHANGE EXISTING SENIOR NOTES
If you are eligible to participate in the exchange offer but do not tender
your existing senior notes, you will not have any further registration rights.
Your existing senior notes will continue to be subject to restrictions on
transfer. Accordingly, you may resell the existing senior notes that are not
exchanged only:
- to us;
- so long as the existing senior notes are eligible for resale under Rule
144A under the Securities Act, to a person whom you reasonably believe is
a "qualified institutional buyer" within the meaning of Rule 144A
purchasing for its own account or for the account of a qualified
institutional buyer in a transaction meeting the requirements of Rule
144A;
- in accordance with Rule 144 under the Securities Act or another exemption
from the registration requirements of the Securities Act;
- to an institutional accredited investor as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act that is acquiring the existing
senior notes for its own account or for the account of an institutional
accredited investor for investment purposes and not with a view to, or
for offer or sale in connection with, any distribution in violation of
the Securities Act; or
- under any effective registration statement under the Securities Act;
in each case in accordance with all other applicable securities laws. We do not
intend to register the existing senior notes under the Securities Act.
RESALES OF NEW SENIOR NOTES
We are making the exchange offer in reliance on the position of the staff
of the SEC as set forth in interpretive letters addressed to third parties in
other transactions. However, we have not sought our own
22
<PAGE> 24
interpretive letter, and we cannot provide any assurance that the staff of the
SEC would make a similar determination with respect to the exchange offer as it
has in the interpretive letters addressed to third parties. Based on these
interpretations by the staff of the SEC, and except as provided below, we
believe that new senior notes may be offered for resale, resold and otherwise
transferred by a holder that participates in the exchange offer and is not a
broker-dealer without further compliance with the registration and prospectus
delivery provisions of the Securities Act. To receive new senior notes that are
freely tradeable, a holder must acquire the new senior notes in the ordinary
course of its business and may not participate, or have any arrangement or
understanding with any person to participate, in the "distribution" within the
meaning of the Securities Act of the existing senior notes or the new senior
notes. Holders wishing to participate in the exchange offer must make the
representations described in " -- Procedures for Tendering Existing Senior
Notes" above.
Any holder of existing senior notes:
- who is our "affiliate," as defined in Rule 405 under the Securities Act;
- who did not acquire the new senior notes in the ordinary course of its
business;
- who intends to participate, or has an arrangement or understanding with
any person to participate, in a "distribution" within the meaning of the
Securities Act of the existing senior notes or the new senior notes; or
- who purchased the existing senior notes directly from us to resell
pursuant to Rule 144A or any other available exemption under the
Securities Act,
will be subject to separate restrictions. Each holder in any of the above
categories:
- will not be ably to rely on the interpretations of the staff of the SEC
in the above-mentioned interpretative letters;
- will not be permitted or entitled to tender existing senior notes in the
exchange offer; and
- must comply with the registration and prospectus delivery requirements of
the Securities Act, including being named as a selling security holder,
in connection with any sale or other transfer of existing senior notes
unless such sale is made pursuant to an exemption from these
requirements.
In addition, if you are a broker-dealer holding existing senior notes
acquired for your own account, then you may be deemed a statutory "underwriter"
within the meaning of the Securities Act in connection with any resales of your
new senior notes. Each broker-dealer that receives new senior notes for its own
account pursuant to the exchange offer must acknowledge that it acquired the
existing senior notes for its own account as a result of market-making
activities or other trading activities and must agree that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of those new senior notes. The letter of transmittal states that by
making the above acknowledgement and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
Based on the position taken by the staff of the SEC in the interpretative
letters referred to above, we believe that broker-dealers who acquired existing
senior notes for their own accounts, as a result of market-making or other
trading activities may fulfill their prospectus delivery requirements with
respect to the new senior notes received upon the exchange of existing senior
notes, other than existing senior notes that represent an unsold allotment from
the original sale of the existing senior notes, with a prospectus meeting the
requirements of the Securities Act, which may be the prospectus prepared for an
exchange offer so long as it contains a description of the plan of distribution
with respect to the sale of such new senior notes. Accordingly, this prospectus,
as it may be amended or supplemented, may be used by a participating
broker-dealer in connection with resales of new senior notes received in
exchange for existing senior notes where such existing senior notes were
acquired by that participating broker-dealer for its own account as a result of
market-making or other trading activities. See "Plan of Distribution." However,
a participating broker-dealer who intends to use this prospectus in connection
with the resale of new senior
23
<PAGE> 25
notes received in exchange for existing senior notes pursuant to the exchange
offer must notify us, or cause us to be notified, on or before the expiration
date of the exchange offer, that it is a participating broker-dealer. Such
notice may be given in the space provided for that purpose in the letter of
transmittal or may be delivered to the exchange agent at the address set forth
above under " -- Exchange Agent." Any participating broker-dealer who is an
"affiliate" of ours may not rely on such interpretive letters and must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with any resale transaction.
24
<PAGE> 26
BUSINESS
OVERVIEW
We are a wholly-owned subsidiary of Alliant Energy Corporation, which is a
registered public utility holding company. We manage a portfolio of companies
involved in non-regulated businesses. Our primary subsidiaries include Alliant
Energy Investments, Inc.; Alliant Energy International, Inc.; and Alliant Energy
Industrial Services, Inc. Alliant Energy Corporation also has a 50% ownership
interest in a joint venture with Cargill Incorporated, named Cargill-Alliant
LLC.
We were incorporated in Wisconsin in 1988 as Heartland Development
Corporation, a subsidiary of WPL Holdings, Inc. As part of a three-way merger
involving our parent in April 1998, we merged with IES Diversified Inc., the
holding company for the non-regulated businesses of the former IES Industries
Inc., to form Alliant Energy Resources, Inc.
STRATEGY
As competitive forces shape the energy-services industry, energy providers
are being challenged to increase growth and profits. Because we expect
consumption of electricity and natural gas to grow only modestly within Alliant
Energy Corporation's domestic utility service territory, we have entered several
energy-services markets that we expect will provide opportunities for new
sources of growth. We have established new distinct platforms to complement our
existing non-regulated investments, which are designed to meet customer needs.
These platforms and existing investments include:
- Investments: Our existing investments include an oil and gas production
company, a short-line railroad, a barge company, an affordable housing
company, various real estate joint ventures and an equity stake in an
independent telecommunications provider.
- International: We are a partner in developing, or are seeking to
develop, energy generation and infrastructure in New Zealand, Australia,
China, Mexico and Brazil, markets which we have selected because of
their growth potential.
- Industrial Services: We are a provider of energy and environmental
services designed to maximize productivity for industrial and large
commercial customers. This platform consists of four units: Energy
Planning; Energy Management; Energy Applications, which provides
facilities-based and commodities-based energy solutions; and RMT, Inc.,
an environmental-management and engineering firm with offices throughout
the United States and the United Kingdom. We believe these four
components comprise an industrial services company with expertise that
customers find valuable.
- Cargill-Alliant: Alliant Energy Corporation has an energy-trading joint
venture with Cargill Incorporated that combines the risk-management and
commodity trading expertise of Cargill with Alliant Energy Corporation's
low-cost electricity generation and transmission business experience.
Cargill-Alliant LLC officially began operations in 1997 and has an
initial term through October 2002. The term automatically renews for
successive five-year periods unless either party notifies the other at
least one year prior to the then expiring term, in which case the other
party must decide whether to sell its interest in the joint venture to
the nonrenewing party or acquire the nonrenewing party's interest.
- Mass Markets: We are a provider of products and services designed to
meet the comfort, security and productivity needs of residential and
small commercial customers. We offer home appliance and furnace
warranties and a variety of home energy, safety and security products
through our "Power House" catalog. We market these products directly to
customers, through the mail with our catalog and over the Internet. We
expect to continue to pursue opportunities in these markets, which we
believe have growth potential as industry deregulation allows more
customers to choose their energy suppliers in an open market.
25
<PAGE> 27
PRINCIPAL OPERATIONS
We conduct our operations through our principal subsidiaries and
investments, which are engaged in the businesses described below:
Investments: Our subsidiaries and investments include Whiting Petroleum
Corporation, Alliant Energy Transportation, Inc. and Alliant Energy Investments,
Inc., which is a holding company whose primary subsidiaries include Heartland
Properties, Inc. and Capital Square Financial Corporation and which holds an
equity stake in McLeodUSA Incorporated. Alliant Energy Investments also has
direct and indirect equity interests in various real estate and economic
development ventures, primarily concentrated in Iowa.
- Whiting Petroleum is based in Denver, Colorado and was organized to
purchase, develop and produce crude oil and natural gas. Whiting
Petroleum's construction and acquisition expenditures were approximately
$60 million in 1998 and $35 million in 1999.
- Alliant Energy Transportation is a holding company whose equity
investments total $31 million as of December 31, 1999 and include the
Cedar Rapids and Iowa City Railway Company, a short-line railway, which
renders freight service between Cedar Rapids and Iowa City, Transfer
Services, Inc. and Williams Bulk Transfer, Inc., which provide
transloading and storage services, and a 75% equity investment in IEI
Barge Services Inc., which provides barge terminal and hauling services
on the Mississippi River.
- Heartland Properties, formed in 1988, is responsible for performing
asset management and facilitating the development and financing of high
quality, affordable housing in Wisconsin and the Midwest. Heartland
Properties has a majority ownership interest in approximately 60
properties.
- Capital Square was incorporated in 1992 to provide mortgage banking
services to facilitate Heartland Properties' development and financing
efforts in the affordable housing market.
- We also hold an equity interest of approximately 10.5% in McLeodUSA
Incorporated. McLeodUSA is an independent telecommunications provider
based in Cedar Rapids, Iowa. Our investment in McLeodUSA had a market
value of approximately $1.1 billion as of December 31, 1999 (based on a
closing price of $58.875 per share and compared to a cost basis of
approximately $28 million). Alliant Energy Investments is a party to a
stockholders' agreement that provides, subject to some exceptions, that
it may not sell any equity securities of McLeodUSA until December 31,
2001 without the consent of the Board of Directors of McLeodUSA.
International: Our international operations include Alliant Energy
International, Inc., a holding company whose primary investments include Alliant
International New Zealand Limited, Alliant Energy Australia Pty Ltd., Interstate
Energy Corporation Pte. Ltd., Grandelight Holdings Ltd., Alliant Energy de
Mexico L.L.C. and Alliant Energy Brazil, Inc.
- Alliant International New Zealand has made equity investments in several
New Zealand utility entities since 1995, which totaled $108 million as
of December 31, 1999. As a result of electricity reforms since 1995,
several utility companies exited generation and retail businesses. As
part of its strategy to enter the generation and retail markets, Alliant
International New Zealand sold all of its interest in Central Power
Limited and a portion of its interest in Powerco Limited, each of which
were electricity distribution companies. Alliant International New
Zealand has a 10% interest in Infrastructure and Utilities NZ Ltd., a
holding company for infrastructure and utility businesses in New Zealand
and a 17% interest in TrustPower Ltd., an electricity generation and
retail company. Alliant International New Zealand and Infrastructure and
Utilities NZ Ltd. hold a collective interest in TrustPower of
approximately 42%.
- In October 1999, Alliant Energy Australia acquired a 10% equity interest
in Infratil Australia Limited, a holding company for infrastructure and
utility businesses in Australia. Alliant Energy Australia also closed on
the acquisition of a 22% equity interest in Southern Hydro Partnership,
a hydro-electricity generation business, in February 2000.
26
<PAGE> 28
- As of December 31, 1999, Alliant Energy International has invested $62
million in investments in China, which consist of an equity investment
of $27 million in two individual cogeneration facilities in China and an
equity investment of $35 million in Peak Pacific Investment Company PTE
Ltd. Peak Pacific was formed to develop investment opportunities in
generation infrastructure projects in China. In addition, we have
commitments of an additional $11 million to invest in China as of
December 31, 1999.
- Alliant Energy de Mexico owns two subsidiaries incorporated in Mexico
that have entered into agreements to operate the electrical
distributions facilities serving a resort community known as Laguna del
Mar, located in Puerto Penasco, Sonora, Mexico. As of December 31, 1999,
Alliant Energy International's investment consisted of $10 million in
secured debentures of Laguna del Mar.
- Alliant Energy Brazil was formed for the purpose of making investments
in Brazil. On January 25, 2000, our subsidiary, Alliant Energy Holdings
do Brazil Ltda., acquired, for approximately $347 million, an equity
stake in Brazilian utility operations serving an aggregate of
approximately 820,000 customers. Alliant Energy Brazil will continue to
examine similar opportunities to invest in electricity generation and
distribution entities that have arisen as a result of the Brazilian
government's privatization of the electricity sector.
Industrial Services: Our industrial services include Alliant Energy
Industrial Services, Inc., a holding company whose primary wholly-owned
subsidiaries include Industrial Energy Applications, Inc., Heartland Energy
Group, Inc. and RMT, Inc.
- Industrial Energy Applications and Heartland Energy Group offer to their
customers commodities-based energy services, such as supplying natural
gas and electricity, and facilities-based energy services, including
standby generation, cogeneration, steam production and propane air
systems. They also provide energy consulting services for customers and
own two oil and natural gas gathering systems in Texas.
- RMT is a Madison, Wisconsin-based environmental and engineering
consulting company that serves clients nationwide in a variety of
industrial market segments. The most significant of these markets are
chemical companies, pulp and paper processors, oil and gas providers,
foundries and other manufacturers. RMT specializes in consulting on
solid and hazardous waste management, ground water quality protection,
industrial design and hygiene engineering, and air and water pollution
control.
27
<PAGE> 29
DESCRIPTION OF OUTSTANDING INDEBTEDNESS
The following is information concerning our indebtedness other than the
existing senior notes.
We are a party to a revolving 3-Year Credit Agreement with various banking
institutions. This agreement extends through October 2000, with one-year
extensions available upon agreement by the parties. We also use unused borrowing
availability under this agreement to support our commercial paper program. A
combined maximum of $450 million of borrowings under this agreement and the
commercial paper program may be outstanding at any time. Interest rates and
maturities are set at the time of borrowing. The rates are based upon quoted
market prices and the maturities are less than one year. At December 31, 1999,
we had no direct borrowings under this facility and $139 million of commercial
paper outstanding and backed by this facility, with interest rates ranging from
5.90% to 6.32% and maturities ranging from 11 to 53 days. We intend to continue
issuing commercial paper backed by this facility. At December 31, 1999, we had
$311 million of credit capacity available under this facility. No conditions
existed at December 31, 1999 that would prevent the issuance of commercial paper
or direct borrowings under the 3-Year Credit Agreement. The new senior notes
will rank equally with indebtedness under the 3-Year Credit Agreement.
We are also a party to a revolving 364-Day Credit Agreement with various
banking institutions. This agreement extends through October 16, 2000, with
364-day extensions available upon agreement by the parties. We also use the
unborrowed portion of this agreement to support our commercial paper program. A
combined maximum of $150 million of borrowings under this agreement and
commercial paper backed by this facility may be outstanding at any one time.
Interest rates and maturities are set at the time of borrowing. The rates are
based upon quoted market prices and the maturities are less than one year. At
December 31, 1999, we had no borrowings under this facility and no commercial
paper backed by this facility outstanding and we had $150 million of credit
capacity available under this facility. No conditions existed at December 31,
1999 that would prevent the issuance of commercial paper or direct borrowings
under the 364-Day Credit Agreement. The new senior notes will rank equally with
indebtedness under the 364-Day Credit Agreement.
On February 1, 2000, we completed a private placement of 5,940,960
exchangeable senior notes in accordance with Rule 144A under the Securities Act.
The exchangeable senior notes were issued in the initial aggregate principal
amount of $402.5 million and will be due in 2030. The exchangeable senior notes
have an interest rate of 7.25% through February 15, 2003 and 2.5% after that
date. The exchangeable senior notes are exchangeable for cash based upon the
value of McLeodUSA Incorporated Class A Common Stock. Alliant Energy Corporation
has agreed to fully and unconditionally guarantee the payment of principal and
interest on the exchangeable senior notes. The exchangeable senior notes were
issued as a series of debt under the same indenture that the existing senior
notes were, and the new senior notes will be, issued. The new senior notes will
rank equally with the exchangeable senior notes.
28
<PAGE> 30
DESCRIPTION OF THE NEW SENIOR NOTES
The existing senior notes were, and the new senior notes will be, issued
under and governed by an Indenture, as supplemented and amended by the First
Supplemental Indenture, each dated as of November 4, 1999, between us and
Firstar Bank, N.A., as trustee and paying agent. The following summary of some
provisions of the indenture, the new senior notes and the guarantees is not
complete, and is qualified in its entirety by reference to the provisions of the
indenture. A copy of the indenture and the supplemental indenture have been
filed as exhibits to the registration statement that includes this prospectus.
The holders of new senior notes are entitled to the benefits of and are bound by
all the provisions of the indenture.
GENERAL
The indenture does not limit the aggregate principal amount of debt
securities that may be issued under it and provides that debt securities may be
issued from time to time in one or more series as provided in a supplemental
indenture or a resolution of our Board of Directors. The new senior notes will
be fully and unconditionally guaranteed by Alliant Energy Corporation, will be
issued in the aggregate principal amount of $250,000,000 and will mature on
November 9, 2009, at their principal amount unless redeemed before that date.
We will pay interest on the new senior notes at a rate of 7 3/8% per annum
from the most recent date to which interest has been paid on the existing senior
notes or, if no interest has been paid, from the date of issuance of the
existing senior notes. We will pay interest on the new senior notes semiannually
in arrears on May 9 and November 9 of each year, commencing on November 9, 2000,
until the principal amount has been paid or made available for payment, to the
persons in whose names the new senior notes are registered at the close of
business on May 1 or November 1, as the case may be, before each interest
payment date. Interest on the new senior notes will be computed on the basis of
a 360-day year of twelve 30-day months. The principal of and interest on the new
senior notes will be payable in U.S. dollars or in such other coin or currency
of the United States that at the time of payment is legal tender for the payment
of public and private debts.
FULL AND UNCONDITIONAL GUARANTEE
Alliant Energy Corporation has agreed to fully and unconditionally
guarantee the payment of the principal of, and premium, if any, or interest on,
the new senior notes as these items become due and payable, whether at maturity,
upon redemption or otherwise, according to the terms of the new senior notes and
the indenture. Alliant Energy Corporation will determine, at least one business
day prior to the date upon which a payment of principal of, and premium, if any,
or interest on, the new seniors notes is due and payable, whether we have
available the funds to make these payments as they become due and payable. If we
fail to pay principal, premium, if any, or interest, then Alliant Energy
Corporation will cause these payments to be made as they become due and payable,
whether at maturity, upon redemption, or otherwise, as if these payments were
made by us. Alliant Energy Corporation's obligations will be unconditional
regardless of the validity or enforceability of, or the absence of any action to
enforce, the new senior notes or the indenture, any waiver or consent by a
holder of new senior notes, the recovery of any judgment against us or any
action to enforce a judgment against us. Alliant Energy Corporation will be
subrogated to all rights of a holder of new senior notes against us with respect
to any amounts paid by Alliant Energy Corporation pursuant to the guarantee.
RANKING
The new senior notes will be senior, unsecured and unsubordinated
obligations of ours ranking equally and ratably with all our other senior,
unsecured and unsubordinated obligations. The guarantees will be unsecured
obligations of Alliant Energy Corporation and will rank equally with all other
unsecured and unsubordinated indebtedness of Alliant Energy Corporation. Because
we are a holding company and conduct substantially all of our operations through
our subsidiaries, the rights of our creditors, including
29
<PAGE> 31
those under the new senior notes, to participate in any distributions of the
assets of any of our subsidiaries or joint ventures, upon liquidation or
reorganization or otherwise, are necessarily subject, and therefore will be
effectively subordinated, to the prior claims of creditors of any of our
subsidiaries or joint ventures, except to the extent our claims as a creditor
may be recognized.
In addition, because Alliant Energy Corporation is a holding company which
conducts substantially all of its operations through subsidiaries, including us,
the right of Alliant Energy Corporation, and hence the right of creditors of
Alliant Energy Corporation, including holders of the new senior notes through
the guarantees, to participate in any distribution of assets of any subsidiary
upon its liquidation or reorganization or otherwise is necessarily subject to
the prior claims of creditors of such subsidiaries, except to the extent that
claims of Alliant Energy Corporation itself as a creditor of the subsidiary may
be recognized.
The new senior notes will also be effectively subordinated to all of our
future secured indebtedness and the related guarantees will be effectively
subordinated to all future secured indebtedness of Alliant Energy Corporation.
BOOK-ENTRY PROCEDURES AND FORM
Global Notes: Book-Entry Form
Except as provided below, the new senior notes will be issued in fully
registered book-entry form and will be represented by one or more global notes.
The global notes will be deposited with, or on behalf of, The Depositary Trust
Company of New York City and registered in the name of a nominee of DTC.
We expect that pursuant to procedures established by DTC:
- upon the issuance of the new senior notes in the form of one or more
global notes, DTC or its custodian will credit, on its internal system,
the principal amount of new senior notes of the individual beneficial
interests represented by these global notes to the respective accounts of
participants who have accounts with DTC and
- ownership of beneficial interests in the global notes will be shown on,
and the transfer of this ownership will be effected only through, records
maintained by DTC or its nominee with respect to interests of
participants and the records of participants with respect to interests of
persons other than participants. Holders of senior notes may hold their
interests in the global notes directly through DTC if they are
participants in this system, or indirectly through organizations which
are participants in this system. The laws of some states of the United
States may require that certain purchasers of securities take physical
delivery of the new senior notes in definitive certificated form. Such
limits and such laws may impair the ability of such purchasers to own,
transfer or pledge interests in the global notes.
So long as DTC, or its nominee, is the registered owner or holder of new
senior notes, DTC or its nominee, as the case may be, will be considered the
sole owner or holder of new senior notes represented by the global notes for all
purposes under the indenture. No beneficial owner of an interest in the global
notes will be able to transfer that interest except in accordance with DTC's
procedures, in addition to those provided for under the indenture with respect
to the new senior notes.
Payments of the principal of, and premium, if any, and interest on, the
global notes will be made to DTC or its nominee, as the case may be, as the
registered owner thereof. None of us, the trustee or any paying agent will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the global notes
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interest.
We expect that DTC or its nominee, upon receipt of any payment of principal
of and premium, if any, and interest on the global notes, will credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the global notes as
shown on the records of DTC or its nominee. We also expect that payments by
participants to owners of
30
<PAGE> 32
beneficial interests in the global notes held through such participants will be
governed by standing instructions and customary practice, as is now the case
with securities held for the accounts of customers registered in the names of
nominees for such customers. These payments will be the responsibility of such
participants. Transfers between participants in DTC will be effected in the
ordinary way through DTC's settlement system in accordance with DTC rules and
will be settled in same day funds.
DTC has advised us that it will take any action permitted to be taken by a
holder of new senior notes only at the direction of one or more participants to
whose account the DTC interests in the global notes are credited and only in
respect of such portion of the aggregate principal amount of new senior notes as
to which such participant or participants has or have given such direction.
DTC has advised us as follows: DTC is a limited purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the Uniform
Commercial Code and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934. DTC was created to hold
securities for its participants and facilitate the clearance and settlement of
securities transactions between participants through electronic book-entry
changes in accounts of its participants, thereby eliminating the need for
physical movement of certificates. Participants include securities brokers and
dealers, banks, trust companies and clearing corporations and some other
organizations. Indirect access to the DTC system is available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the global notes among participants of DTC, it is
under no obligation to perform such procedures, and such procedures may be
discontinued at any time. None of us, the trustee or any of our respective
agents will have any responsibility for the performance by DTC or its
participants or indirect participants of their respective obligations under the
rules and procedures governing their operations, including maintaining,
supervising or reviewing the records relating to, payments made on account of,
beneficial ownership interests in global notes.
According to DTC, the foregoing information with respect to DTC has been
provided to its participants and other members of the financial community for
informational purposes only and is not intended to serve as a representation,
warranty or contract modification of any kind.
Certificated Notes
We will issue new senior notes in certificated form in exchange for global
notes if:
- DTC or any successor depositary notifies us that it is unwilling or
unable to continue as a depositary for the global notes or ceases to be
a "clearing agency" registered under the Securities Exchange Act of 1934
and a successor depositary is not appointed by us within 90 days of such
notice,
- an event of default under the new senior notes has occurred and is
continuing, or
- we determine that the new senior notes will no longer be represented by
global notes.
The holder of a new senior note in certificated form may transfer such note
by surrendering it at the office or agency maintained by us for such purpose in
Milwaukee, Wisconsin or New York, New York.
A holder of a new senior note may request that its new senior note be
issued in certificated form and may request at any time that its interest in a
global note be exchanged for a new senior note in certificated form. New senior
notes in certificated form may also be issued in exchange for new senior notes
represented by the global notes if no successor depositary is appointed by us as
described above or in some other circumstances set forth in the indenture.
31
<PAGE> 33
PURCHASE AND CANCELLATION
We may at any time purchase new senior notes in the open market or
otherwise at any price, subject to applicable U.S. securities laws. Any purchase
by tender will be made available to all holders of new senior notes. Any new
senior notes so purchased must be promptly surrendered to the trustee for
cancellation.
All new senior notes that are redeemed or purchased by us will promptly be
canceled. Any new senior notes in certificated form so canceled will be
forwarded to or to the order of the trustee and these new senior notes in
certificated form may not be reissued or resold.
COVENANTS
Except as otherwise set forth under "-- Defeasance and Covenant Defeasance"
below, for so long as any new senior notes remain outstanding or any amount
remains unpaid on any of the new senior notes, we will comply with the terms of
the covenants set forth below.
Payment of Principal and Interest
We will duly and punctually pay the principal of and premium, if any, and
interest on the new senior notes in accordance with the terms of the new senior
notes and the indenture.
Limitation on Liens
The indenture provides that we will not, and we will not permit any of our
subsidiaries to issue, assume or guarantee any Debt if the Debt is secured by
any Lien upon any of our property or assets other than cash, without effectively
securing the outstanding new senior notes, together with any other indebtedness
then existing or thereafter created ranking equally with the new senior notes,
equally and ratably with the Debt. "Debt" is defined in the indenture as all of
our obligations evidenced by bonds, debentures, notes or similar evidences of
indebtedness in each case for money borrowed. "Lien" is defined in the indenture
as any mortgage, lien, pledge, security interest or other encumbrance. The term
"Lien" does not include any easements, rights-of-way, restrictions and other
similar encumbrances and encumbrances consisting of zoning restrictions, leases,
subleases, licenses, sublicenses, restrictions on the use of property or defects
in the title to property. The limitation on Liens does not apply to:
- Liens in existence on the date of original issuance of the new senior
notes;
- any Lien created or arising over any property or assets which we or any
of our subsidiaries acquire, construct or create, but only if:
- the Lien secures only principal amounts, which may not exceed the cost
of the acquisition, construction or creation, of Debt, together with
any costs, expenses, interest and fees, incurred in connection with the
acquisition, construction or creation of the property or assets or a
guarantee given in connection with the acquisition, construction or
creation of the property or assets,
- the Lien is created or arises on or before 90 days after the completion
of the acquisition, construction or creation of the property or assets
and
- the Lien is confined solely to the property or assets so acquired,
constructed or created;
- any Lien to secure the Debt incurred by us or our subsidiaries in
connection with a specifically identifiable project where the Lien
relates and is confined to a property, including shares or other rights
of ownership in the entities which own that property or project,
involved in that project and acquired by us or our subsidiaries after
the date of original issuance of the senior notes and the recourse of
the creditors in respect of the Debt is limited to that project and
property;
- any Lien securing amounts not more than 90 days overdue or otherwise
being contested in good faith;
32
<PAGE> 34
- rights of financial institutions to offset credit balances in connection
with the operation of cash management programs established or the
issuance of letters of credit for our or any of our subsidiaries'
benefit;
- any Lien securing Debt incurred by us or any of our subsidiaries in
connection with the financing of accounts receivable;
- any Lien incurred in the ordinary course of business, including any
mechanics', materialmen's, carriers', workmen's, vendors' or other like
Liens and any Liens securing amounts in connection with workers'
compensation, unemployment insurance and other types of social security;
- any Lien upon specific items of our or any of our subsidiaries'
inventory or other goods and proceeds securing our or any of our
subsidiaries' obligations in respect of bankers' acceptances issued or
created to facilitate the purchase, shipment or storage of inventory or
other goods;
- any Lien incurred securing the performance of tenders, bids, leases,
trade contracts other than for borrowed money, statutory obligations,
surety bonds, appeal bonds, government contracts, performance bonds,
return-of-money bonds and other obligations of like nature incurred by
us or any of our subsidiaries in the ordinary course of business;
- any Lien constituted by a right of set off or right over a margin call
account or any form of cash or cash collateral or any similar
arrangement for obligations incurred by us or any of our subsidiaries in
respect of the hedging or management of risks under transactions
involving any derivative instrument of any kind;
- any Lien arising out of title retention or like provisions in connection
with the purchase of goods and equipment by us or any of our
subsidiaries in the ordinary course of business;
- any Lien securing reimbursement obligations under letters of credit,
guarantees and other forms of credit enhancement given in connection
with the purchase of goods and equipment by us or any of our
subsidiaries in the ordinary course of business;
- Liens on any property or assets acquired from an entity with which we or
any of our subsidiaries merge and that is not created in anticipation of
any such transaction, unless the Lien was created to secure or provide
for the payment of any part of the purchase price of the entity to be
acquired;
- any Lien on any property or assets existing at the time of acquisition
by us or any of our subsidiaries and which is not created in
anticipation of the acquisition, unless the Lien was created to secure
or provide for the payment of any part of the purchase price of the
property or assets so acquired;
- Liens required by any contract or statute in order to permit us or any
of our subsidiaries to perform any contract or subcontract made by us or
any of our subsidiaries with a governmental entity or governmental unit,
or to secure payments by us or any of our subsidiaries to a governmental
unit under the provisions of any contract or statute;
- any Lien securing industrial revenue, development or similar bonds
issued by us or any of our subsidiaries or for our or any of our
subsidiaries' benefit, provided that these bonds are nonrecourse to us
or any of our subsidiaries;
- any Lien securing taxes or assessments or other applicable governmental
charges or levies;
- any Lien which arises under any order of attachment, distraint or
similar legal process arising in connection with court proceedings and
any Lien which secures the reimbursement obligation for any bond
obtained in connection with an appeal taken in any court proceeding, so
long as the execution or other enforcement of the Lien arising in
connection with that legal process is effectively stayed and the claims
secured by the Lien are being contested in good faith and by appropriate
legal proceedings, or any Lien in favor of a plaintiff or defendant in
any action before a court or tribunal as security for costs or expenses;
33
<PAGE> 35
- any Lien arising by operation of law or by order of a court or any Lien
arising by an agreement of similar effect, including judgment liens; or
- any extension, renewal or replacement of any Liens referred to in the
clauses above, for amounts not exceeding the principal amount of the
Debt secured by the Lien so extended, renewed or replaced, so long as
the extension, renewal or replacement Lien is limited to all or a part
of the same property or assets that were covered by the Lien that was
extended, renewed or replaced, plus improvements on those properties or
assets.
Although the indenture limits our and our subsidiaries' ability to incur
Liens as set forth above, the indenture nevertheless provides that we or our
subsidiaries may create or permit to subsist Liens over any of our and our
subsidiaries' property or assets so long as the aggregate amount of Debt secured
by all Liens that we or our subsidiaries incur, excluding the amount of Debt
secured by Liens set forth in the clauses above, does not exceed 10% of Alliant
Energy Corporation's Consolidated Net Tangible Assets. "Consolidated Net
Tangible Assets" is defined in the indenture as the total of all assets,
including revaluations thereof as a result of commercial appraisals, price level
restatement or otherwise, appearing on the most recent consolidated balance
sheet of Alliant Energy Corporation as of the date of determination, net of
applicable reserves and deductions, but excluding goodwill, trade names,
trademarks, patents, unamortized debt discount and all other like intangible
assets, less the aggregate of the consolidated current liabilities of Alliant
Energy Corporation appearing on such balance sheet.
Limitation on Sale and Lease-Back Transactions
The indenture provides that we will not enter into any arrangement with any
entity providing for the lease by us of any of the assets that we have sold or
transferred or that we have agreed to sell or transfer to that entity unless:
- the transaction involves a lease for a temporary period not to exceed
three years;
- the transaction is between us and one of our affiliates;
- we would be entitled to incur Debt secured by a Lien on the assets or
property involved in the transaction at least equal to the Attributable
Debt with respect to the transaction, without equally and ratably
securing the senior notes, as described under "-- Limitation on Liens"
above, other than as described in the second paragraph of that
description;
- we enter into the transaction within 270 days after our initial
acquisition of the assets or property subject to the transaction;
- the aggregate amount of all Attributable Debt with respect to all sale
and lease-back transactions then in effect does not exceed 10% of
Alliant Energy Corporation's Consolidated Net Tangible Assets; or
- within 12 months preceding the sale or transfer or 12 months following
the sale or transfer, regardless of whether we make any sale or
transfer, we apply, in the case of a sale or transfer for cash, an
amount equal to the net proceeds of the sale or transfer and, in the
case of a sale or transfer other than for cash, an amount equal to the
fair value of the assets so leased at the time that we enter into the
arrangement, as determined by our Board of Directors,
- to the retirement of Debt, incurred or assumed by us which by its terms
matures at, or is extendible or renewable at the option of the obligor
to, a date more than 12 months after the date of incurring, assuming or
guaranteeing such Debt; or
- to an investment in any of our assets.
"Attributable Debt" is defined in the indenture as, with respect to any
particular sale and lease-back transaction, at the time of determination, the
present value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in the sale and lease-back transaction,
including any period for which such lease has been extended or may, at the
option of the lessor, be extended. The
34
<PAGE> 36
present value of this obligation is discounted at the rate of interest implicit
in the transaction determined in accordance with generally accepted accounting
principles.
Consolidation, Merger, Conveyance, Sale or Lease
The indenture provides that we may, without the consent of any holders of
the new senior notes, consolidate or merge with, or convey, transfer or lease
substantially all of our property and assets to, another U.S. entity so long as:
- if we are not the surviving entity, the surviving entity expressly
assumes by supplemental indenture all of our applicable obligations
under the new senior notes and the indenture;
- immediately after giving effect to the transaction, no event of default
under the new senior notes and no event which, after notice or lapse of
time, would become an event of default under the new senior notes, has
occurred and is continuing; and
- either we or our successor delivers to the trustee an officers'
certificate and an opinion of counsel stating that the consolidation,
merger, conveyance, transfer or lease, and if a supplemental indenture
is required by the transaction, the supplemental indenture, comply with
the indenture and all conditions precedent in the indenture relating to
such transaction.
In addition, we may assign and delegate all of our rights and obligations
under the indenture, the new senior notes, the supplemental indenture and all
other related documents, agreements and instruments to Alliant Energy
Corporation or a subsidiary of Alliant Energy Corporation, any person that owns
all of our capital stock or any person that owns all of the capital stock of a
person that owns all of our capital stock. Upon the assumption of these rights
and obligations by that person, we will be automatically released from the
obligations, provided that immediately after giving effect to the transaction,
no event of default under the new senior notes, and no event which, after notice
or lapse of time, would become an event of default under the new senior notes,
has occurred and is continuing.
The indenture also provides that Alliant Energy Corporation may, without
the consent of any holders of the new senior notes, consolidate or merge with,
or convey, transfer or lease substantially all of its property and assets to,
another U.S. entity so long as:
- if Alliant Energy Corporation is not the surviving entity, the surviving
entity assumes by supplemental indenture all of Alliant Energy
Corporation's obligations under the guarantees and the indenture;
- immediately after giving effect to the transaction, no event of default
under the new senior notes, and no event which, after notice or lapse of
time, would become an event of default under the new senior notes, has
occurred and is continuing; and
- either Alliant Energy Corporation or the successor person delivers to
the trustee an officers' certificate and an opinion of counsel stating
that the consolidation, merger, conveyance, transfer or lease, and if a
supplemental indenture is required by the transaction, the supplemental
indenture, comply with the indenture and all conditions precedent in the
indenture, relating to these transactions.
Money For Securities Payments To Be Held In Trust
The indenture provides that if we at any time act as our own paying agent
with respect to the new senior notes, we will, on or before each due date of the
principal of, or any premium or interest on, any of the new senior notes,
segregate and hold in trust for the benefit of the persons entitled a sum in the
currency in which the new senior notes are payable sufficient to pay the
principal or any premium or interest due until such sums are paid or otherwise
disposed of. We will promptly notify the trustee of our action or failure to
act.
35
<PAGE> 37
Whenever we have one or more paying agents for any series of debt
securities, we will, on or prior to each due date of the principal of, or any
premium or interest on any series of debt securities, deposit with any paying
agent a sum sufficient to pay the principal or any premium or interest due, the
sum to be held in trust for the benefit of the persons entitled. Unless the
paying agent is the trustee, we will promptly notify the trustee of our action
or failure to act.
We will cause each paying agent for each series of debt securities, if
other than the trustee, to execute and deliver to the trustee an agreement that
requires the paying agent:
- to hold all sums held by it for the payment of the principal of, or any
premium or interest on, any series of debt securities in trust for the
benefit of the persons entitled until such sums are paid or otherwise
disposed of as provided in the indenture;
- to give the trustee notice of any default by us or Alliant Energy
Corporation in the making of any payment of principal, any premium or
interest on, any series of debt securities; and
- at any time during the continuance of the default, upon the written
request of the trustee, pay to the trustee all sums held in trust by it.
We or Alliant Energy Corporation may at any time pay, or direct any paying
agent to pay, to the trustee all sums held in trust by us or the paying agent.
These sums will be held by the trustee upon the same terms as those applicable
to us or the paying agent. Upon payment by the paying agent to the trustee, the
paying agent will be released from all further liability with respect to such
sums.
Except as otherwise provided in the indenture, any money deposited with the
trustee or the paying agent, or held by us, in trust for the payment of the
principal of, or any premium or interest on, any series of debt securities and
remaining unclaimed for two years after that principal, premium or interest has
become due and payable will be discharged from such trust. The holder of the new
senior note will thereafter, as an unsecured general creditor, look only to us
or Alliant Energy Corporation, as the case may be, for payment, and all
liability of the trustee or the paying agent with respect to the trust money,
and all liability of us as trustee thereof, will cease. However, the trustee or
the paying agent may at our expense cause to be published once, in an authorized
newspaper or mailed to holders of the new senior notes, or both, notice that
such money remains unclaimed and that, after a date specified, which will not be
less than 30 days from the date of the publication or mailing nor later than two
years after the principal and any premium or interest have become due and
payable, any unclaimed balance of such money then remaining will be repaid to us
or Alliant Energy Corporation, as the case may be.
Company And Guarantor Statements As To Compliance; Notice Of Defaults
We and Alliant Energy Corporation will each deliver to the trustee, within
120 days after the end of each fiscal year, a written statement signed by our
respective principal executive officer, principal financial officer or principal
accounting officer, stating that:
- a review of our respective activities during the year and of our
respective performances under the indenture has been made under such
officer's supervision, and
- to the best of such officer's knowledge, based on that review,
- we or Alliant Energy Corporation, as the case may be, have complied
with all the conditions and covenants imposed on each of us by the
indenture throughout the year, or, if there has been a default in the
fulfillment of any condition or covenant, specifying each default known
to such officer and its nature and status, and
- no event has occurred and is continuing which is, or after notice or
lapse of time would become, an event of default under the new senior
notes, or, if such an event has occurred and is continuing, specifying
each such event known to such officer and its nature and status.
36
<PAGE> 38
We and Alliant Energy Corporation will deliver to the trustee, within five
days after its occurrence, written notice of any event of default under the new
senior notes or any event which after notice or lapse of time would become an
event of default.
MODIFICATION OF THE INDENTURE
We, Alliant Energy Corporation and the trustee may modify and amend the
indenture or any supplemental indenture or the rights of the holders of the debt
securities of each series to be affected with the consent of the holders of more
than 50% of the principal amount of the outstanding debt securities of each
affected series, with each series voting as a class. These majority holders may
also waive compliance by us or Alliant Energy Corporation with any provision of
the indenture, any supplemental indenture or the debt securities of any series.
However, without the consent of a holder of each debt security affected, an
amendment or waiver may not:
- reduce the amount of debt securities whose holders must consent to an
amendment or waiver;
- change the rate or the time for payment of interest;
- change the principal or the fixed maturity;
- waive a default in the payment of principal, premium or interest;
- make any debt securities payable in a different currency;
- make any change in the provisions of the indenture concerning waiver of
existing defaults, rights of holders of debt securities to receive
payments or amendments and waivers with consent of holders of debt
securities;
- impair the right to institute suit for the enforcement of any payment on
or after the stated maturity of such payment or, in the case of
redemption, on or after the redemption date; or
- modify or effect in any manner adverse to the holders the terms and
conditions of Alliant Energy Corporation's obligations regarding due and
punctual payment of principal of, or any premium or interest on, or any
sinking fund requirements of, any debt securities subject to guarantees.
We, Alliant Energy Corporation and the trustee may amend or supplement the
indenture without the consent of any holder of any of the debt securities:
- to cure any ambiguity, defect or inconsistency in the indenture, any
supplemental indenture, the debt securities or guarantees;
- to provide for the assumption of all of our obligations under the debt
securities, the indenture, or any supplemental indenture or of Alliant
Energy Corporation's obligations under the guarantees and the indenture
or any supplemental indenture by any corporation in connection with a
merger or consolidation of us or Alliant Energy Corporation or transfer
or lease of substantially all of our or Alliant Energy Corporation's
property and assets;
- make any change that does not adversely affect the rights of any holder
of debt securities;
- to add to the rights of holders of any of the debt securities;
- to secure any debt securities as provided under the heading "--
Limitation on Liens";
- to evidence the succession of another person to us or Alliant Energy
Corporation, and the assumption by the successor person of the covenants
of us and Alliant Energy Corporation, as the case may be, provided in
the indenture or the senior notes;
- to establish the form or terms of any debt securities;
- to evidence and provide for the acceptance of appointment under the
indenture by a successor trustee with respect to the debt securities and
to add to or change any of the provisions of the indenture necessary to
facilitate the administration of the indenture by more than one trustee;
or
37
<PAGE> 39
- to supplement any of the provisions of the indenture to the extent
necessary to permit or facilitate defeasance and discharge of any debt
securities, provided that such action will not adversely affect the
interests of any holder of any debt security in any material respect.
EVENTS OF DEFAULT
Any one of the following is an event of default with respect to the senior
notes:
(a) if we or Alliant Energy Corporation default in the payment of any
interest on the senior notes, and such default continues for 30 days;
(b) if we or Alliant Energy Corporation default in payment of
principal of or premium, if any, on the senior notes when the same become
due at maturity, upon redemption, by declaration or otherwise;
(c) if we or Alliant Energy Corporation materially default in the
performance or materially breach any of our respective covenants or
obligations in the indenture, any supplemental indenture or the senior
notes and this material default or breach continues for a period of 90 days
after we or Alliant Energy Corporation receive written notice from the
trustee or the holders of at least 25% in aggregate principal amount of the
outstanding senior notes;
(d) if we or Alliant Energy Corporation default in the payment of the
principal of any bond, debenture, note or other indebtedness or in the
payment of principal under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
indebtedness for money borrowed, which default for payment of principal is
in an aggregate principal amount exceeding $25,000,000 when such
indebtedness becomes due and payable, whether at maturity, upon redemption
or acceleration or otherwise, if such default continues unremedied or
unwaived for more than 30 business days and the time for payment of such
amount has not been expressly extended;
(e) our failure or the failure by Alliant Energy Corporation generally
to pay our respective debts as they become due, or the admission in writing
of our inability or Alliant Energy Corporation's inability to pay our
respective debts generally, or the making of a general assignment for the
benefit of our respective creditors, or the institution of any proceeding
by or against Alliant Energy Corporation or us that is not dismissed within
180 days from its commencement seeking to adjudicate us or Alliant Energy
Corporation bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief or composition,
other than a solvent liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition, of us or Alliant Energy
Corporation or our respective debts under any law relating to bankruptcy,
insolvency, reorganization, moratorium or relief of debtors, or seeking the
entry of an order for relief or appointment of an administrator, receiver,
trustee, intervenor or other similar official for us or Alliant Energy
Corporation or for any substantial part of our property or the property of
Alliant Energy Corporation, or the taking of any action by Alliant Energy
Corporation or us to authorize any of the actions set forth in this clause;
and
(f) a material default in the performance or material breach by
Alliant Energy Corporation of any covenant or obligation of Alliant Energy
Corporation contained in the guarantee, and the continuance of such
material default or breach for a period of 90 days after which we or
Alliant Energy Corporation receive written notice from the trustee or the
holders of at least 25% in aggregate principal amount of the senior notes.
If an event of default with respect to the senior notes occurs and is
continuing, either the trustee or the holders of at least 25% in aggregate
principal amount of the outstanding senior notes may declare the principal
amount of the outstanding senior notes, and any interest accrued on the senior
notes, to be due and payable immediately by delivering a written notice to us
and Alliant Energy Corporation and to the trustee if given by the holders. At
any time after that declaration of acceleration has been made, but before a
judgment or decree for payment of money has been obtained, the holders of a
majority in
38
<PAGE> 40
principal amount of all of the senior notes, by notice to the trustee, may
rescind this declaration and all its consequences if all events of default have
been cured or waived, other than the non-payment of principal of the outstanding
new senior notes which has become due solely by reason of the declaration of
acceleration, and that declaration of acceleration and its consequences will be
automatically annulled and rescinded.
Holders of the new senior notes may not enforce the indenture, the new
senior notes or any guarantees, if applicable, unless:
- the holder has previously given written notice to the trustee of a
continuing event of default under the senior notes with respect to the
senior notes;
- the holders of not less than 25% in aggregate principal amount of the
senior notes have made written request to the trustee to institute
proceedings in respect of such event of default under the senior notes
in its own name as trustee;
- the holder or holders have offered the trustee indemnity satisfactory to
the trustee against the costs, expenses and liabilities to be incurred
in compliance with such request;
- the trustee, for 60 days after its receipt of such notice, request and
offer of indemnity, has failed to institute any such proceedings; and
- no direction inconsistent with such written request has been given to
the trustee during the 60-day period by the holders of a majority of the
outstanding aggregate principal amount of the senior notes.
However, these limitations do not apply to a suit instituted by a holder of
any new senior notes for the enforcement of the payment of the principal of or
premium, if any, or interest on the new senior notes on or after the applicable
due date specified in the new senior notes.
If the trustee collects any money pursuant to an event of default under the
senior notes, it will pay out the money in the following order:
- first, to the trustee for amounts to it as compensation for its services
and any indemnities owed to it;
- second, to holders of the senior notes in respect of which or for the
benefit of which this money has been collected for amounts due and
unpaid on the senior notes for principal and interest, ratably, without
preference or priority of any kind, according to the amounts due and
payable on the senior notes for principal and interest; and
- third, to the person or persons lawfully entitled this money, or as a
court of competent jurisdiction may direct.
The trustee may fix a record date with respect to registered securities and
payment date for any such payment to holders of the senior notes. This record
date will not be less than 10 days nor more than 60 days prior to the applicable
payment date.
OPTIONAL REDEMPTION
We may redeem the new senior notes at our option in whole or in part at any
time, on at least 30 days' but not more than 60 days' prior written notice
mailed to the registered holders of the new senior notes, at a price equal to
the greater of:
- 100% of the principal amount of the new senior notes being redeemed; and
- the sum of the present values of the principal amount of the new senior
notes to be redeemed and the remaining scheduled payments of interest on
the new senior notes from the redemption date to November 9, 2009,
discounted from their respective scheduled payment dates to the
redemption date semi-annually, assuming a 360-day year consisting of
twelve 30-day months, at a discount rate
39
<PAGE> 41
equal to the Treasury Yield plus 20 basis points, plus accrued interest
on the new senior notes to the redemption date.
"Treasury Yield" means, with respect to any redemption date, the annual
rate equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue expressed as
a percentage of its principal amount equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the senior notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the senior notes.
"Comparable Treasury Price" means, with respect to any date of redemption,
- the average of the bid and asked prices for the Comparable Treasury Issue
expressed in each case as a percentage of its principal amount on the
third business day preceding the redemption date, as set forth in the
daily statistical release published by the Federal Reserve Bank of New
York and designated "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or
- if this release is not published or does not contain such prices on the
business day in question, the Reference Treasury Dealer Quotation for the
redemption date.
"Independent Investment Banker" means an independent investment banking
institution of national standing appointed by us and reasonably acceptable to
the trustee.
"Reference Treasury Dealer Quotation" means, with respect to the Reference
Treasury Dealer and redemption date, the average, as determined by us, of the
bid and asked prices for the Comparable Treasury Issue expressed in each case as
a percentage of its principal amount and quoted in writing to us by the
Reference Treasury Dealer at 5:00 p.m. on the third business day preceding the
redemption date.
"Reference Treasury Dealer" means a primary United States government
securities dealer in New York City appointed by us and reasonably acceptable to
the trustee.
Notice of redemption will be mailed by first class mail at least 30 but not
more than 60 days before the redemption date to each holder of the new senior
notes to be redeemed at its registered address.
If fewer than all the new senior notes are to be redeemed, selection of new
senior notes for redemption will be made by the trustee in any manner the
trustee deems fair and appropriate and that complies with applicable legal and
securities exchange requirements.
Unless we default in payment of the redemption price, from and after the
date of redemption, the new senior notes or portions thereof called for
redemption will cease to bear interest, and the holders of the new senior notes
will have no right in respect of the new senior notes except the right to
receive the redemption price.
DEFEASANCE AND COVENANT DEFEASANCE
The indenture provides that we and Alliant Energy Corporation may elect:
- to be discharged from any and all of our respective obligations in
respect of the new senior notes ("defeasance"), except for the
obligations to register the transfer or exchange of the new senior notes,
replace stolen, lost or mutilated new senior notes, maintain paying
agencies and hold moneys for payments in trust or
- not to comply with some covenants ("covenant defeasance") of the
indenture with respect to the new senior notes described above under "--
Covenants"
40
<PAGE> 42
If we and Alliant Energy Corporation irrevocably deposit with the trustee money
or U.S. Government Obligations or a combination of money or U.S. Government
Obligations, in an amount sufficient, together with interest paid on the U.S.
Government Obligations, to pay, when due, the principal of and premium, if any,
and interest on the outstanding new senior notes to maturity or redemption or an
installment of interest. We and Alliant Energy Corporation must satisfy certain
other conditions before we may effect defeasance or covenant defeasance. These
conditions include:
- that no event of default under the senior notes or event, which with
notice or lapse of time would become an event of default with respect to
the new senior notes, will have occurred and be continuing on the date
of the deposit or insofar as an event of default described in clause (e)
of the first paragraph under "-- Events of Default" is concerned, at any
time during the period ending on the 181st day after the date of the
deposit; and
- that the defeasance or covenant defeasance will not result in the breach
or violation of, or constitute a default under, the indenture or any
other material agreement or instrument under which we are bound or under
which Alliant Energy Corporation is bound.
To exercise any such option, we or Alliant Energy Corporation will be
required to deliver to the Trustee:
- an opinion of independent counsel of recognized standing to the effect
that the holders of the new senior notes will not recognize income, gain
or loss for United States federal income tax purposes as a result of such
deposit, and will be subject to United States federal income tax on the
same amounts, in the same manner and at the same times as would have been
the case absent the deposit, which in the case of defeasance must be
based on a change in law or a published ruling by the United States
Internal Revenue Service, and the deposit will not result in us or
Alliant Energy Corporation being deemed an "investment company" required
to be registered under the Investment Company Act of 1940 and
- an officer's certificate as to compliance with all conditions precedent
provided for in the indenture relating to the satisfaction and discharge
of the new senior notes.
If we or Alliant Energy Corporation wish to deposit or cause to be
deposited money or U.S. Government Obligations to pay or discharge the principal
of, premium, if any, and interest on the outstanding new senior notes to and
including a redemption date on which all of the outstanding new senior notes are
to be redeemed, the redemption date will be irrevocably designated by a
resolution of our Board of Directors or a resolution of the Board of Directors
of Alliant Energy Corporation delivered to the Trustee on or prior to the date
of deposit of such money or U.S. Government Obligations, and such Board
resolution will be accompanied by an irrevocable notice of the defeasance to the
trustee.
If the trustee is unable to apply any money or U.S. Government Obligations
deposited in trust to effect a defeasance or covenant defeasance by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then any obligations from
which we or Alliant Energy Corporation had been discharged or released will be
revived and reinstated as though no such deposit of moneys in trust had
occurred, until the time that the trustee is permitted so to apply all of the
money or U.S. Government Obligations deposited in trust.
"U.S. Government Obligations" means direct obligations of the United States
for the payment of which its full faith and credit is pledged, or obligations of
a person controlled or supervised by and acting as an agency or instrumentality
of the United States and the payment of which is unconditionally guaranteed by
the United States, and will also include a depository receipt issued by a bank
or trust company as custodian with respect to any U.S. Government Obligation or
a specific payment of interest on or principal of any U.S. Government Obligation
held by a custodian for the account of a holder of a depository receipt.
However, except as required by law, a custodian is not authorized to make any
deduction from the amount payable to the holder of any depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of interest on or principal of the U.S.
Government Obligation evidenced by a depository receipt.
41
<PAGE> 43
PAYMENT AND PAYING AGENT
We have appointed the trustee to act as paying agent with respect to the
new senior notes. We may at any time designate additional paying agents or
rescind the designation of any paying agents or approve a change in the office
through which any paying agent acts, except that we will be required to maintain
a paying agent in each place of payment for the new senior notes.
All moneys paid by us to the paying agent for the payment of the principal
of, or premium, if any, or interest on, any new senior notes that remain
unclaimed at the end of two years after such principal, premium, if any, or
interest has become due and payable will be repaid to us and the holder of the
new senior notes will thereafter look only to us for payment of any such
amounts.
GOVERNING LAW
The indenture and the new senior notes will be governed by, and construed
in accordance with, the laws of the State of Wisconsin.
42
<PAGE> 44
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
THIS SUMMARY IS OF A GENERAL NATURE AND IS INCLUDED SOLELY FOR
INFORMATIONAL PURPOSES. IT IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED AS
BEING, LEGAL OR TAX ADVICE. NO REPRESENTATION WITH RESPECT TO THE CONSEQUENCES
TO ANY PARTICULAR PURCHASER OF THE NEW SENIOR NOTES IS MADE. PROSPECTIVE
PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THEIR
PARTICULAR CIRCUMSTANCES.
The following is a discussion of the material United States federal income
tax consequences to a beneficial owner of new senior notes (a "United States
Holder") who is:
- a citizen or resident of the United States,
- a corporation, partnership or other entity treated as a corporation or a
partnership for United States federal income tax purposes created or
organized in or under the laws of the United States, any state thereof or
the District of Columbia,
- an estate whose income is subject to United States federal income tax
regardless of its source, or
- a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of
the trust.
The following summary deals only with new senior notes held as capital
assets by purchasers at the issue price who are United States Holders and not
with special classes of holders, such as dealers in securities or currencies,
financial institutions, life insurance companies, tax-exempt entities, persons
holding new senior notes as a hedge against or which are hedged against currency
risks, and persons whose functional currency is not the U.S. dollar. Persons
considering the purchase of new senior notes should consult their own tax
advisors concerning these matters and as to the tax treatment under foreign,
state and local tax laws and regulations. We cannot provide any assurance that
the Internal Revenue Service will not challenge the conclusions stated below. We
have not sought and will not seek a ruling from the IRS on any of the matters
discussed below.
This discussion is based upon the Internal Revenue Code of 1986, Treasury
Regulations, IRS rulings and pronouncements and judicial decisions now in
effect, all of which are subject to change at any time. Changes in this area of
law may be applied retroactively in a manner that could cause the tax
consequences to vary substantially from the consequences described below,
possibly adversely affecting a United States Holder. The authorities on which
this discussion is based are subject to various interpretations, and it is
therefore possible that the federal income tax treatment of the purchase,
ownership and disposition of the new senior notes may differ from the treatment
described below.
CONSEQUENCES OF THE EXCHANGE OFFER TO EXCHANGING AND NONEXCHANGING HOLDERS
The exchange of an existing senior note for a new senior note pursuant to
the exchange offer will not be taxable to an exchanging United States Holder for
federal income tax purposes. As a result, an exchanging United States Holder
will not recognize any gain or loss on the exchange; the holding period for the
new senior note will include the holding period for the existing senior note;
and the basis of the new senior note will be the same as the basis for the new
senior note.
The exchange offer will result in no federal income tax consequences to a
nonexchanging United States Holder of existing senior notes.
GENERAL
A United States Holder using the accrual method of accounting for federal
income tax purposes is required to include interest paid or accrued on the new
senior notes in ordinary income as interest accrues, while a United States
Holder using the cash receipts and disbursements method of accounting for
federal income tax purposes must include interest in ordinary income when
payments are received, or made available for receipt, by the United States
Holder.
43
<PAGE> 45
Although the existing senior notes were issued at a discount of 1.2% per
existing senior note to the initial purchasers, such discount is not considered
to be original issue discount for tax purposes. However, the existing senior
notes provide for the payment of additional amounts of interest under certain
circumstances and therefore both the existing and new senior notes are subject
to the Treasury Regulations that apply to debt instruments that provide for one
or more contingent payments. For purposes of determining whether the existing
senior notes were issued with original issue discount, we intend to take the
position that the existing senior notes did not, as of the issue date, represent
contingent payment debt because the likelihood of paying an increased rate of
interest as a result of us or Alliant Energy Corporation defaulting under the
registration rights agreement was remote. Accordingly, both the existing and new
senior notes will not be considered to be issued with original issue discount. A
United States Holder may not take a contrary position unless such contrary
position is disclosed in the proper manner to the IRS. United States Holders
should consult their tax advisors regarding the tax consequences of the new
senior notes being treated as contingent payment debt.
If the IRS successfully asserts that these contingent payments were not
remote as of the issue date, the amount and timing of the interest income that a
United States Holder is required to include in taxable income may have to be
redetermined and any gain or loss on a sale, exchange, redemption or retirement
of the new senior notes, may be recharacterized as ordinary income. If the
amount and timing of interest income required to be included in taxable income
is redetermined, then a United States Holder, regardless of the United States
Holder's method of accounting, may be required to include in taxable income
interest in excess of the coupon amount of interest received periodically over
the term of the new senior notes as its accrues, which may result in the
recognition of interest income prior to the receipt of the coupon amount of
interest.
SALE, EXCHANGE, REDEMPTION OR RETIREMENT OF NEW SENIOR NOTES
Upon the sale, exchange, redemption or retirement of a new senior note, a
United States Holder will generally recognize capital gain or loss equal to the
difference between the amount realized and the United States Holder's tax basis
in the new senior note. For these purposes, the amount realized will not include
any amounts attributable to accrued and unpaid interest. A United States
Holder's tax basis in a new senior note will generally be its cost. That capital
gain or loss will generally be long-term capital gain or loss if the new senior
notes were held for more than one year; otherwise, the capital gain or loss will
be short-term.
ASSUMPTION OF THE NEW SENIOR NOTES
An assumption of our obligations under the new senior notes may be deemed
for United States federal income tax purposes to be an exchange of the new
senior notes for new debt instruments resulting in the recognition of taxable
gain or loss to a United States Holder and possibly other adverse United States
tax consequences. Investors should consult their tax advisors regarding the
United States federal, state, local and foreign tax consequences of such an
assumption.
WITHHOLDING TAXES AND REPORTING REQUIREMENTS
Interest payments and payments of principal and any premium with respect to
a new senior note will be reported to the extent required by the Internal
Revenue Code to the United States Holders and the IRS. These amounts will
ordinarily not be subject to withholding of United States federal income tax.
However, a backup withholding tax at a rate of 31% will apply to these payments
if a United States Holder fails to properly certify to us or our agent the
United States Holder's taxpayer identification number and other information, or
fails to report all interest and dividends required to be reported on its
federal income tax returns, or otherwise fails to establish, in the manner
prescribed by law, an exemption from backup withholding. Any amount withheld
under backup withholding is allowable as a credit against the United States
Holder's federal income tax liability, provided that person furnishes the
required information to the IRS.
44
<PAGE> 46
New IRS regulations will generally be applicable to payments made after
December 31, 1999. In general, these regulations do not significantly alter the
substantive withholding and information reporting requirements but unify and
clarify current procedures. Under the new regulations, special rules apply which
permit the shifting of primary responsibility for withholding to some financial
intermediaries acting on behalf of beneficial owners. United States Holders of
new senior notes should consult with their own tax advisors regarding the
application of the backup withholding rules to their particular situation, the
availability of exemption therefrom, the procedure for obtaining such an
exemption, if available, and the impact of the new regulations with respect to
new senior notes.
45
<PAGE> 47
PLAN OF DISTRIBUTION
Each broker-dealer that receives new senior notes for its own account as a
result of market-making activities or other trading activities in connection
with the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of these new senior notes. This prospectus, as it may
be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of new senior notes received in exchange for existing
senior notes where such existing senior notes were acquired as a result of
market-making activities or other trading activities.
We will not receive any proceeds in connection with the exchange offer or
any sale of new senior notes by broker-dealers. New senior notes received by
broker-dealers for their own account pursuant to the exchange offer may be sold
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the new senior notes
or a combination of these methods of resale, at market prices prevailing at the
time of resale, at prices related to such prevailing market prices or negotiated
prices. Any resale may be made directly to purchasers or to or through brokers
or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealers or the purchasers of any such new
senior notes. Any broker-dealer that resells new senior notes that were received
by it for its own account pursuant to the exchange offer and any broker-dealer
that participates in a distribution of such new senior notes may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit on any
such resale of new senior notes and any commissions or concessions received by
any such persons may be deemed to be underwriting compensation under the
Securities Act. The letter of transmittal states that by acknowledging that it
will deliver, and by delivering, a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. See "The Exchange Offer -- Resales of the New Senior Notes."
46
<PAGE> 48
LEGAL MATTERS
Foley & Lardner of Milwaukee, Wisconsin will issue an opinion about some
legal matters with respect to the new senior notes.
EXPERTS
The audited financial statements and schedules incorporated by reference in
this prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
47
<PAGE> 49
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$250,000,000
[ALLIANT ENERGY RESOURCES, INC. LOGO]
ALLIANT ENERGY RESOURCES, INC.
NEW 7 3/8% SENIOR NOTES DUE 2009
UNCONDITIONALLY GUARANTEED BY
ALLIANT ENERGY CORPORATION
-----------------------
PROSPECTUS
-----------------------
, 2000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 50
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the provisions of the Wisconsin Business Corporation Law and
Article VIII of the Registrants' Bylaws, directors and officers of the
Registrants are entitled to mandatory indemnification from the Registrants
against certain liabilities (which may include liabilities under the Securities
Act of 1933) and expenses (i) to the extent such officers or directors are
successful in the defense of a proceeding; and (ii) in proceedings in which the
director or officer is not successful in defense thereof, unless it is
determined that the director or officer breached or failed to perform his or her
duties to either Registrant and such breach or failure constituted: (a) a
willful failure to deal fairly with either Registrant or its shareholders in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of criminal law unless the director or
officer had a reasonable cause to believe his or her conduct was lawful or had
no reasonable cause to believe his or her conduct was unlawful; (c) a
transaction from which the director or officer derived an improper personal
profit; or (d) willful misconduct. Additionally, under the Wisconsin Business
Corporation Law, directors of the Registrants are not subject to personal
liability to the Registrants, their shareholders or any person asserting rights
on behalf thereof, for certain breaches or failures to perform any duty
resulting solely from their status as directors, except in circumstances
paralleling those outlined in (a) through (d) above.
The indemnification provided by the Wisconsin Business Corporation Law and
the Registrants' Bylaws is not exclusive of any other rights to which a director
or officer of the Registrants may be entitled. The Registrants also carry
directors' and officers' liability insurance.
The Registration Rights Agreement contains provisions under which the
underwriters agree to indemnify the directors and officers of the Registrants
against certain liabilities, including liabilities under the Securities Act of
1933 or to contribute to payments the directors and officers may be required to
make in respect thereof.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The exhibits listed in the accompanying Exhibit Index are
filed (except where otherwise indicated) as part of this Joint Registration
Statement.
(b) Financial Statement Schedules. Schedule II - Valuation and Qualifying
Accounts is hereby incorporated by reference to Alliant Energy Corporation's
Annual Report on Form 10-K for the year ended December 31, 1998, as amended
(File No. 1-9894). All other schedules are omitted because they are not
applicable or not require, or because the required information is shown either
in the consolidated financial statements or in the notes thereto.
(c) Reports, Opinions or Appraisals. Not applicable.
ITEM 22. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range
II-1
<PAGE> 51
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the registration
statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Each of the undersigned Registrants hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by a
Registrant of expenses incurred or paid by a director, officer or controlling
person of a Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, each of the Registrants will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) Each of the undersigned Registrants hereby undertakes to respond to
requests for information that is incorporated by reference into the Prospectus
pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the Registration Statement
through the date of responding to the request.
(e) Each of the undersigned Registrants hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-2
<PAGE> 52
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Madison,
State of Wisconsin, on April 25, 2000.
ALLIANT ENERGY RESOURCES, INC.
By: /s/ ERROLL B. DAVIS, JR.
------------------------------------
Erroll B. Davis, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ ERROLL B. DAVIS, JR. Chief Executive Officer and Director April 25, 2000
- --------------------------------------------- (Principal Executive Officer)
Erroll B. Davis, Jr.
/s/ EDWARD M. GLEASON Vice President-Treasurer and Corporate April 25, 2000
- --------------------------------------------- Secretary (Principal Financial Officer)
Edward M. Gleason
/s/ DANIEL A. DOYLE Vice President, Chief Accounting and April 25, 2000
- --------------------------------------------- Financial Planning Officer
Daniel A. Doyle (Principal Accounting Officer)
* Director April 25, 2000
- ---------------------------------------------
Alan B. Arends
* Director April 25, 2000
- ---------------------------------------------
Jack B. Evans
* Director April 25, 2000
- ---------------------------------------------
Rockne G. Flowers
* Director April 25, 2000
- ---------------------------------------------
Joyce L. Hanes
* Director April 25, 2000
- ---------------------------------------------
Lee Liu
* Director April 25, 2000
- ---------------------------------------------
Katharine C. Lyall
* Director April 25, 2000
- ---------------------------------------------
Arnold M. Nemirow
* Director April 25, 2000
- ---------------------------------------------
Milton E. Neshek
</TABLE>
II-3
<PAGE> 53
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director April 25, 2000
- ---------------------------------------------
Judith D. Pyle
* Director April 25, 2000
- ---------------------------------------------
Robert D. Ray
* Director April 25, 2000
- ---------------------------------------------
Robert W. Schlutz
* Director April 25, 2000
- ---------------------------------------------
Wayne H. Stoppelmoor
* Director April 25, 2000
- ---------------------------------------------
Anthony R. Weiler
*By: /s/ EDWARD M. GLEASON
---------------------------------------
Edward M. Gleason
Attorney-in-fact
</TABLE>
II-4
<PAGE> 54
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Madison,
State of Wisconsin, on April 25, 2000.
ALLIANT ENERGY CORPORATION
By: /s/ ERROLL B. DAVIS, JR.
------------------------------------
Erroll B. Davis, Jr.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ ERROLL B. DAVIS, JR. President and Chief Executive Officer April 25, 2000
- --------------------------------------------- and Director (Principal Executive
Erroll B. Davis, Jr. Officer)
/s/ THOMAS M. WALKER Executive Vice President and Chief April 25, 2000
- --------------------------------------------- Financial Officer (Principal Financial
Thomas M. Walker Officer)
/s/ DANIEL A. DOYLE Vice President, Chief Accounting and April 25, 2000
- --------------------------------------------- Financial Planning Officer
Daniel A. Doyle (Principal Accounting Officer)
* Director April 25, 2000
- ---------------------------------------------
Alan B. Arends
* Director April 25, 2000
- ---------------------------------------------
Jack B. Evans
* Director April 25, 2000
- ---------------------------------------------
Rockne G. Flowers
* Director April 25, 2000
- ---------------------------------------------
Joyce L. Hanes
* Director April 25, 2000
- ---------------------------------------------
Lee Liu
* Director April 25, 2000
- ---------------------------------------------
Katharine C. Lyall
* Director April 25, 2000
- ---------------------------------------------
Arnold M. Nemirow
* Director April 25, 2000
- ---------------------------------------------
Milton E. Neshek
</TABLE>
II-5
<PAGE> 55
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director April 25, 2000
- ---------------------------------------------
Judith D. Pyle
* Director April 25, 2000
- ---------------------------------------------
Robert D. Ray
* Director April 25, 2000
- ---------------------------------------------
Robert W. Schlutz
* Director April 25, 2000
- ---------------------------------------------
Wayne H. Stoppelmoor
* Director April 25, 2000
- ---------------------------------------------
Anthony R. Weiler
*By: /s/ EDWARD M. GLEASON
---------------------------------------
Edward M. Gleason
Attorney-in-fact
</TABLE>
II-6
<PAGE> 56
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<S> <C>
(4.1) Indenture, dated as of November 4, 1999, among Alliant
Energy Resources, Inc., Alliant Energy Corporation, as
Guarantor, and Firstar Bank, N.A., as Trustee.*
(4.2) First Supplemental Indenture, dated as of November 4, 1999,
among Alliant Energy Resources, Inc., Alliant Energy
Corporation, as Guarantor, and Firstar Bank, N.A., as
Trustee.*
(4.3) Form of New 7 3/8% Senior Notes due 2009 and related
Guarantees.*
(4.4) Purchase Agreement, dated as of November 4, 1999, among
Alliant Energy Resources, Inc., Alliant Energy Corporation,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated, Salomon Smith Barney Inc., ABN
AMRO Incorporated and Barclays Capital Inc.*
(4.5) Registration Rights Agreement, dated as of November 9, 1999,
among Alliant Energy Resources, Inc., Alliant Energy
Corporation, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, Salomon
Smith Barney Inc., ABN AMRO Incorporated and Barclays
Capital Inc.*
(4.6) Indenture of Mortgage or Deed of Trust dated August 1, 1941,
between Wisconsin Power and Light Company ("WP&L") and First
Wisconsin Trust Company (n/k/a Firstar Bank, N.A.) and
George B. Luhman, as Trustees, filed as Exhibit 7(a) in File
No. 2-6409, and the indentures supplemental thereto dated,
respectively, January 1, 1948, September 1, 1948, June 1,
1950, April 1, 1951, April 1, 1952, September 1, 1953,
October 1, 1954, March 1, 1959, May 1, 1962, August 1, 1968,
June 1, 1969, October 1, 1970, July 1, 1971, April 1, 1974,
December 1, 1975, May 1, 1976, May 15, 1978, August 1, 1980,
January 15, 1981, August 1, 1984, January 15, 1986, June 1,
1986, August 1, 1988, December 1, 1990, September 1, 1991,
October 1, 1991, March 1, 1992, May 1, 1992, June 1, 1992
and July 1, 1992 (Second Amended Exhibit 7(b) in File No.
2-7361; Amended Exhibit 7(c) in File No. 2-7628; Amended
Exhibit 7.02 in File No. 2-8462; Amended Exhibit 7.02 in
File No. 2-8882; Second Amendment Exhibit 4.03 in File No.
2-9526; Amended Exhibit 4.03 in File No. 2-10406; Amended
Exhibit 2.02 in File No. 2-11130; Amended Exhibit 2.02 in
File No. 2-14816; Amended Exhibit 2.02 in File No. 2-20372;
Amended Exhibit 2.02 in File No. 2-29738; Amended Exhibit
2.02 in File No. 2-32947; Amended Exhibit 2.02 in File No.
2-38304; Amended Exhibit 2.02 in File No. 2-40802; Amended
Exhibit 2.02 in File No. 2-50308; Exhibit 2.01(a) in File
No. 2-57775; Amended Exhibit 2.02 in File No. 2-56036;
Amended Exhibit 2.02 in File No. 2-61439; Exhibit 4.02 in
File No. 2-70534; Amended Exhibit 4.03 File No. 2-70534;
Exhibit 4.02 in File No. 33-2579; Amended Exhibit 4.03 in
File No. 33-2579; Amended Exhibit 4.02 in File No. 33-4961;
Exhibit 4B to WP&L's Form 10-K for the year ended December
31, 1988, Exhibit 4.1 to WP&L's Form 8-K dated December 10,
1990, Amended Exhibit 4.26 in File No. 33-45726, Amended
Exhibit 4.27 in File No.33-45726, Exhibit 4.1 to WP&L's Form
8-K dated March 9, 1992, Exhibit 4.1 to WP&L's Form 8-K
dated May 12, 1992, Exhibit 4.1 to WP&L's Form 8-K dated
June 29, 1992 and Exhibit 4.1 to WP&L's Form 8-K dated July
20, 1992).
(4.7) Indenture, dated as of June 20, 1997, between WP&L and
Firstar Trust Company (n/k/a Firstar Bank, N.A.), as
Trustee, relating to debt securities (incorporated by
reference to Exhibit 4.33 to Amendment No. 2 to WP&L's
Registration Statement on Form S-3 (Registration No.
33-60917)).
(4.8) Officers' Certificate, dated as of June 25, 1997, creating
WP&L's 7% debentures due June 15, 2007 (incorporated by
reference to Exhibit 4 to WP&L's Current Report on Form 8-K,
dated June 25, 1997).
(4.9) Officers' Certificate, dated as of October 27, 1998,
creating WP&L's 5.70% debentures due October 15, 2008
(incorporated by reference to Exhibit 4 to WP&L's Current
Report on Form 8-K, dated October 27, 1998).
</TABLE>
E-1
<PAGE> 57
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
<S> <C>
(4.10) Officers' Certificate, dated as of March 1, 2000, creating
WP&L's 7 5/8% debentures due March 1, 2010 (incorporated by
reference to Exhibit 4 to WP&L's Current Report on Form 8-K,
dated March 1, 2000).
(4.11) Indenture of Mortgage and Deed of Trust, dated as of
September 1, 1993, between IES Utilities Inc. ("IESU")
(formerly Iowa Electric Light and Power Company ("IE")) and
The First National Bank of Chicago, as Trustee ("Mortgage")
(incorporated by reference to Exhibit 4(c) to IESU's Form
10-Q for the quarter ended September 30, 1993).
(4.12) Supplemental Indentures to IESU's 1993 Mortgage:
</TABLE>
<TABLE>
<CAPTION>
IESU/IES INDUSTRIES INC
NUMBER DATED AS OF FILE REFERENCE EXHIBIT
------ ----------- ----------------------- -------
<S> <C> <C> <C>
First................................ October 1, 1993 Form 10-Q, 11/12/93 4 (d)
Second............................... November 1, 1993 Form 10-Q, 11/12/93 4 (e)
Third................................ March 1, 1995 Form 10-Q, 5/12/95 4 (b)
Fourth............................... September 1, 1996 Form 8-K, 9/19/96 4 (c)(i)
Fifth................................ April 1, 1997 Form 10-Q, 5/14/97 4 (a)
</TABLE>
<TABLE>
<S> <C>
(4.13) Indenture of Mortgage and Deed of Trust, dated as of August
1, 1940, between IESU (formerly IE) and The First National
Bank of Chicago, Trustee ("1940 Indenture") (incorporated by
reference to Exhibit 2(a) to IESU's Registration Statement,
File No. 2-25347).
(4.14) Supplemental Indentures to IESU's 1940 Indenture:
</TABLE>
<TABLE>
<CAPTION>
IESU
NUMBER DATED AS OF FILE REFERENCE EXHIBIT
------ ----------- -------------- -------
<S> <C> <C> <C> <C>
First............................... March 1, 1941 2-25347 2(a)
Second.............................. July 15, 1942 2-25347 2(a)
Third............................... August 2, 1943 2-25347 2(a)
Fourth.............................. August 10, 1944 2-25347 2(a)
Fifth............................... November 10, 1944 2-25347 2(a)
Sixth............................... August 8, 1945 2-25347 2(a)
Seventh............................. July 1, 1946 2-25347 2(a)
Eighth.............................. July 1, 1947 2-25347 2(a)
Ninth............................... December 15, 1948 2-25347 2(a)
Tenth............................... November 1, 1949 2-25347 2(a)
Eleventh............................ November 10, 1950 2-25347 2(a)
Twelfth............................. October 1, 1951 2-25347 2(a)
Thirteenth.......................... March 1, 1952 2-25347 2(a)
Fourteenth.......................... November 5, 1952 2-25347 2(a)
Fifteenth........................... February 1, 1953 2-25347 2(a)
Sixteenth........................... May 1, 1953 2-25347 2(a)
Seventeenth......................... November 3, 1953 2-25347 2(a)
Eighteenth.......................... November 8, 1954 2-25347 2(a)
Nineteenth.......................... January 1, 1955 2-25347 2(a)
Twentieth........................... November 1, 1955 2-25347 2(a)
Twenty-first........................ November 9, 1956 2-25347 2(a)
Twenty-second....................... November 6, 1957 2-25347 2(a)
Twenty-third........................ November 4, 1958 2-25347 2(a)
Twenty-fourth....................... November 3, 1959 2-25347 2(a)
Twenty-fifth........................ November 1, 1960 2-25347 2(a)
Twenty-sixth........................ January 1, 1961 2-25347 2(a)
</TABLE>
E-2
<PAGE> 58
<TABLE>
<CAPTION>
DOCUMENT DESCRIPTION
--------------------
EXHIBIT IESU/IES INDUSTRIES INC
NUMBER NUMBER DATED AS OF FILE REFERENCE EXHIBIT
- ------- ------ ----------- ----------------------- -------
<S> <C> <C> <C> <C>
Twenty-seventh...................... November 7, 1961 2-25347 2(a)
Twenty-eighth....................... November 6, 1962 2-25347 2(a)
Twenty-ninth........................ November 5, 1963 2-25347 2(a)
Thirtieth........................... November 4, 1964 2-25347 2(a)
Thirty-first........................ November 2, 1965 2-25347 2(a)
Thirty-second....................... September 1, 1966 Form 10-K, 1966 4.10
Thirty-third........................ November 30, 1966 Form 10-K, 1966 4.10
Thirty-fourth....................... November 7, 1967 Form 10-K, 1967 4.10
Thirty-fifth........................ November 5, 1968 Form 10-K, 1968 4.10
Thirty-sixth........................ November 1, 1969 Form 10-K, 1969 4.10
Thirty-seventh...................... December 1, 1970 Form 8-K, 12/70 1
Thirty-eighth....................... November 2, 1971 2-43131 2(g)
Thirty-ninth........................ May 1, 1972 Form 8-K, 5/72 1
Fortieth............................ November 7, 1972 2-56078 2(i)
Forty-first......................... November 7, 1973 2-56078 2(j)
Forty-second........................ September 10, 1974 2-56078 2(k)
Forty-third......................... November 5, 1975 2-56078 2(l)
Forty-fourth........................ July 1, 1976 Form 8-K, 7/76 1
Forty-fifth......................... November 1, 1976 Form 8-K, 12/76 1
Forty-sixth......................... December 1, 1977 2-60040 2(o)
Forty-seventh....................... November 1, 1978 Form 10-Q, 6/30/79 1
Forty-eighth........................ December 1, 1979 Form S-16, 2-65996 2(q)
Forty-ninth......................... November 1, 1981 Form 10-Q, 3/31/82 2
Fiftieth............................ December 1, 1980 Form 10-K, 1981 4(s)
Fifty-first......................... December 1, 1982 Form 10-K, 1982 4(t)
Fifty-second........................ December 1, 1983 Form 10-K, 1983 4(u)
Fifty-third......................... December 1, 1984 Form 10-K, 1984 4(v)
Fifty-fourth........................ March 1, 1985 Form 10-K, 1984 4(w)
Fifty-fifth......................... March 1, 1988 Form 10-Q, 5/12/88 4(b)
Fifty-sixth......................... October 1, 1988 Form 10-Q, 11/10/88 4(c)
Fifty-seventh....................... May 1, 1991 Form 10-Q, 8/13/91 4(d)
Fifty-eighth........................ March 1, 1992 Form 10-K, 1991 4(c)
Fifty-ninth......................... October 1, 1993 Form 10-Q, 11/12/93 4(a)
Sixtieth............................ November 1, 1993 Form 10-Q, 11/12/93 4(b)
Sixty-first......................... March 1, 1995 Form 10-Q, 5/12/95 4(a)
Sixty-second........................ September 1, 1996 Form 8-K, 9/19/96 4(f)
Sixty-third......................... April 1, 1997 Form 10-Q, 5/14/97 4(b)
</TABLE>
<TABLE>
<S> <C>
Indenture or Deed of Trust dated as of February 1, 1923,
(4.15) between IESU (successor to Iowa Southern Utilities Company
("IS") as result of merger of IS and IE) and The Northern
Trust Company (The First National Bank of Chicago,
successor) and Harold H. Rockwell (Richard D. Manella,
successor), as Trustees (1923 Indenture) (incorporated by
reference to Exhibit B-1 to File No. 2-1719).
Supplemental Indentures to IESU's 1923 Indenture:
(4.16)
</TABLE>
<TABLE>
<CAPTION>
DATED AS OF FILE REFERENCE EXHIBIT
----------- -------------- -------
<S> <C> <C> <C>
May 1, 1940................................................. 2-4921 B-1-k
May 2, 1940................................................. 2-4921 B-1-l
October 1, 1945............................................. 2-8053 7(m)
</TABLE>
E-3
<PAGE> 59
<TABLE>
<CAPTION>
DOCUMENT DESCRIPTION
EXHIBIT --------------------
NUMBER DATED AS OF FILE REFERENCE EXHIBIT
- ------- ----------- -------------- -------
<S> <C> <C> <C>
October 2, 1945............................................. 2-8053 7(n)
January 1, 1948............................................. 2-8053 7(o)
September 1, 1950........................................... 33-3995 4(e)
February 1, 1953............................................ 2-10543 4(b)
October 2, 1953............................................. 2-10543 4(q)
August 1, 1957.............................................. 2-13496 2(b)
September 1, 1962........................................... 2-20667 2(b)
June 1, 1967................................................ 2-26478 2(b)
February 1, 1973............................................ 2-46530 2(b)
February 1, 1975............................................ 2-53860 2(aa)
July 1, 1975................................................ 2-54285 2(bb)
September 2, 1975........................................... 2-57510 2(bb)
March 10, 1976.............................................. 2-57510 2(cc)
February 1, 1977............................................ 2-60276 2(ee)
January 1, 1978............................................. 0-849 2
March 1, 1979............................................... 0-849 2
March 1, 1980............................................... 0-849 2
May 31, 1986................................................ 33-3995 4(g)
July 1, 1991................................................ 0-849 4(h)
September 1, 1992........................................... 0-849 4(m)
December 1, 1994............................................ 0-4117-1 4(f)
</TABLE>
<TABLE>
<S> <C>
Indenture (For Unsecured Subordinated Debt Securities),
(4.17) dated as of December 1, 1995, between IESU and The First
National Bank of Chicago, as Trustee (Subordinated
Indenture) (incorporated by reference to Exhibit 4(i) to
IESU's Amendment No. 1 to Registration Statement, File No.
33-62259).
Indenture (For Senior Unsecured Debt Securities), dated as
(4.18) of August 1, 1997, between IESU and The First National Bank
of Chicago, as Trustee (incorporated by reference to Exhibit
4(j) to IESU's Registration Statement, File No. 333-32097).
The Original through the Nineteenth Supplemental Indentures
(4.19) of Interstate Power Company ("IPC") to The Chase Manhattan
Bank and Carl E. Buckley and C. J. Heinzelmann, as Trustees,
dated January 1, 1948 securing First Mortgage Bonds
(incorporated by reference to Exhibits 4(b) through 4(t) to
IPC's Registration Statement No. 33-59352 dated March 11,
1993).
Twentieth Supplemental Indenture of IPC to The Chase
(4.20) Manhattan Bank and C. J. Heinzelmann, as Trustees, dated May
15, 1993 (incorporated by reference to Exhibit 4(u) to IPC's
Registration Statement No. 33-59352 dated March 11, 1993).
Second Supplemental Indenture, dated as of February 1, 2000,
(4.21) among Alliant Energy Resources, Inc., Alliant Energy
Corporation, as Guarantor, and Firstar Bank, N.A., as
Trustee (incorporated by reference to Exhibit 99.4 to
Alliant Energy Corporation's Current Report on Form 8-K
dated February 1, 2000).
Purchase Agreement, dated as of January 26, 1999, among
(4.22) Alliant Energy Resources, Inc., Alliant Energy Corporation
and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(incorporated by reference to Exhibit 99.2 to Alliant Energy
Corporation's Current Report on Form 8-K dated February 1,
2000).
Registration Rights Agreement, dated as of February 1, 2000,
(4.23) among Alliant Energy Resources, Inc., Alliant Energy
Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (incorporated by reference to Exhibit 99.5 to
Alliant Energy Corporation's Current Report on Form 8-K
dated February 1, 2000).
</TABLE>
E-4
<PAGE> 60
<TABLE>
<S> <C>
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the
registrants agree to furnish to the Securities and Exchange
Commission, upon request, any instrument defining the rights
of holders of long-term debt not being registered that is
not filed as an exhibit to this Registration Statement on
Form S-4. No such instrument authorizes securities in excess
of 10% of the total assets of Alliant Energy Corporation or
Alliant Energy Resources, Inc., as the case may be.
(5) Opinion of Foley & Lardner (including consent of counsel).*
(12) Statement re computation of ratios of earnings to fixed
charges.*
(23.1) Consent of Arthur Andersen LLP
(23.2) Consent of Foley & Lardner (filed as part of Exhibit (5)).*
(24) Powers of attorney.*
(25) Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Firstar Bank, N.A.*
(99.1) Form of Letter of Transmittal.*
(99.2) Form of Notice of Guaranteed Delivery.*
(99.3) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(99.4) Form of Letter to Clients.*
(99.5) Form of Instructions to Registered Holder and/or DTC
Participant from Beneficial Owners.*
(99.6) Form of Letter to Nominees.*
</TABLE>
- ---------------
* Previously filed
Documents incorporated by reference to filings made by Alliant Energy
Corporation under the Securities Exchange Act of 1934, as amended, are under
File No. 1-9894. Documents incorporated by reference to filings made by
Wisconsin Power and Light Company under the Securities Exchange Act of 1934, as
amended, are under File No. 0-337. Documents incorporated by reference to
filings made by IES Industries Inc. under the Securities Exchange Act of 1934,
as amended, are under File No. 1-9187. Documents incorporated by reference to
filings made by IES Utilities Inc. under the Securities Exchange Act of 1934, as
amended, are under File No. 0-4117-1. Documents incorporated by reference to
filings made by Interstate Power Company under the Securities Exchange Act of
1934, as amended, are under File No. 1-3632.
E-5
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 28, 2000 on
the consolidated financial statements of Alliant Energy Corporation included in
Alliant Energy Corporation's Annual Report on Form 10-K for the year ended
December 31, 1999, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
April 25, 2000
