(As filed September 15, 2000)
File No. 70-9317
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
("POS-AMC")
to
FORM U-1
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
ALLIANT ENERGY CORPORATION
ALLIANT ENERGY CORPORATE SERVICES, INC.
222 West Washington Avenue
Madison, Wisconsin 53703
IES UTILITIES INC.
Alliant Energy Tower
Cedar Rapids, Iowa 52401
INTERSTATE POWER COMPANY
1000 Main Street S.E.
P.O. Box 769
Dubuque, Iowa 52004
(Names of companies filing this statement and addresses of
principal executive offices) 1
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ALLIANT ENERGY CORPORATION
(Name of top registered holding company parent)
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Edward M. Gleason
Vice President - Treasurer and
Corporate Secretary
Alliant Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703-0192
(Name and address of agent for service)
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1 Other companies listed as applicants on Post-Effective Amendment No. 1 have
been eliminated as unnecessary parties.
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The Commission is requested to send copies of all notices, orders and
communications in connection with this Application or Declaration to:
Barbara J. Swan, General Counsel William T. Baker, Jr., Esq.
Alliant Energy Corporation Thelen Reid & Priest LLP
222 West Washington Avenue 40 West 57th Street
Madison, Wisconsin 53703-0192 New York, New York 10019
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Post-Effective Amendment No. 1, as filed in this proceeding on August
1, 2000, is hereby amended and restated in its entirety to read as follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
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A. Background. Alliant Energy Corporation ("Alliant Energy") is a
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registered holding company under the Public Utility Holding Company Act of 1935
(the "Act"). 2 Its direct and indirect public utility subsidiaries are:
Wisconsin Power and Light Company ("WP&L"), South Beloit Water, Gas & Electric
Company ("South Beloit"), IES Utilities Inc. ("IES") and Interstate Power
Company ("IPC") (collectively the "Operating Companies"). Together, the
Operating Companies provide service to approximately 919,000 electric and
393,000 gas utility customers in portions of Wisconsin, Iowa, Minnesota and
Illinois.
Alliant Energy's non-utility subsidiaries include Alliant Energy
Corporate Services, Inc. (formerly Alliant Services Company) ("Corporate
Services"), a subsidiary service company, and Alliant Energy Resources, Inc.
(formerly Alliant Industries, Inc.) ("AER"), which serves as the holding company
for many of Alliant Energy's non-utility subsidiaries and investments.
B. Current Authorization. By order dated December 18, 1998 in this
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proceeding (Holding Co. Act Release No. 26956) (the "Money Pool Order"), the
Commission authorized (1) Alliant Energy to issue and sell from time to time
through December 31, 2000, commercial paper and/or notes evidencing borrowings
from banks ("Short-term Debt") in an aggregate principal amount at any time
outstanding not to exceed $750 million and to utilize up to $450 million of the
proceeds thereof to fund a utility money pool ("Utility Money Pool") and up to
$300 million of the proceeds thereof to fund investments in "foreign utility
companies" ("FUCOs") and "exempt wholesale generators" ("EWGs"), subject to the
limitations of Rule 53; (2) Alliant Energy to enter into guarantees, obtain
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2 See WPL Holdings, et al., Holding Co. Act Release No. 26856 (April 14,
--- --------------------
1998).
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letters of credit, enter into expense agreements or otherwise provide credit
support ("Guarantees") with respect to obligations of its non-utility
subsidiaries (including borrowings by AER, as described below) in an aggregate
amount not to exceed $600 million outstanding at any one time; and (3) IES and
IPC to make borrowings under and invest surplus funds in the Utility Money Pool.
Under the terms of the Money Pool Order, Alliant Energy is authorized
to issue commercial paper in denominations of not less than $100,000 to dealers
at rates not to exceed the rate per annum prevailing at the time of issuance for
commercial paper of comparable qualities and maturities. Alliant Energy may also
issue commercial paper to institutions if the resulting cost of money would be
equal to or less than that available from dealer-placed commercial paper or bank
borrowings. Commercial paper notes may have maturities of up to 270 days and
must be rated at least A-1 by Standard & Poor's ("S&P") or at least P-1 by
Moody's Investor Services ("Moody's"). Borrowings by Alliant Energy from banks
may bear interest at a rate no higher than the effective cost of money for
unsecured prime commercial bank loans prevailing at the date of borrowing.
Borrowings by IES and IPC under the Utility Money Pool are subject to
stated limits for each year of the authorization period which, in 2000, are as
follows: IES -$150 million; and IPC - $72 million. WP&L and Corporate Services
are also participants in the Utility Money Pool. However, borrowings by such
companies are exempt pursuant to Rule 52(a) in the case of WP&L and Rule 52(b)
in the case of Corporate Services. WP&L's participation in the Utility Money
Pool was approved by the Public Service Commission of Wisconsin ("PSCW") by
order made effective April 14, 1999.
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At June 30, 2000, the outstanding borrowings under the Utility Money
Pool by IES were $84.7 million and by IPC $50.1 million. The effective cost of
funds borrowed under the Utility Money Pool is currently 6.6%.
AER maintains a separate commercial paper program and bank credit
facilities totaling $600 million which are used to fund a separate non-utility
money pool ("Non-Utility Money Pool") maintained for the benefit of Alliant
Energy's direct and indirect non-utility subsidiaries other than Corporate
Services. Pursuant to the authorization granted, Alliant Energy currently
guarantees all commercial paper notes issued by AER as well as borrowings under
the bank credit facilities maintained by AER. 3 At June 30, 2000, AER had
issued and outstanding $188 million of commercial paper notes.
C. Specific Authorizations Requested. In this Post-Effective
---------------------------------
Amendment, the applicants request an extension of the authorization period under
the Money Pool Order from December 31, 2000 to June 30, 2004 ("Extended
Authorization Period"), subject to the following modifications: (1) Alliant
Energy requests (a) an increase from $750 million to $1 billion in the maximum
aggregate amount of Short-term Debt that it may have outstanding at any one
time, (b) authorization to utilize the proceeds of Short-term Debt to fund the
Utility Money Pool in an aggregate amount at any time outstanding not to exceed
$475 million in 2001 and $525 million during the remainder of the Extended
Authorization Period (i.e., January 1, 2002 through June 30, 2004), and (c)
elimination of the separate $300 million limitation on use of proceeds of
Short-term Debt to fund interim investments in EWGs and FUCOs; and (2) IES and
IPC request authorization during the Extended Authorization Period to make
borrowings from Alliant Energy and each other and to lend to each other, all
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3 The Commission noted in the Money Pool Order that Rule 52 exempts AER's
financing arrangements that comply with its terms.
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under the Utility Money Pool, in an aggregate principal amount at any time
outstanding not to exceed $150 million in the case of IES and $100 million in
the case of IPC. 4
Alliant Energy is not seeking any increase in the amount of Guarantees
that it is authorized to provide on behalf of its non-utility subsidiaries.
Alliant Energy proposes to enter into a new credit agreement that will
replace the existing credit agreement, the terms of which are substantially the
same as under its current credit agreement. The effective cost of money on
Short-term Debt authorized in this proceeding will not exceed at the time of
issuance 300 basis points over the London Interbank Offered Rate for maturities
of one year or less.
As indicated, Alliant Energy is requesting that the separate
limitation on use of proceeds of Short-term Debt to fund investments in EWGs and
FUCOs on an interim basis be eliminated. Alliant Energy's financing of
investments in EWGs and FUCOs is, and will continue to be, subject to the
limitations of Rule 53. There is no need to place further limits on Alliant
Energy's choice of funding source for such investments. In this regard, Alliant
Energy is not aware that the Commission has placed similar limits on other
registered holding companies in orders authorizing short-term borrowings.
All other terms, conditions, limitations and reporting obligations
contained in the Money Pool Order will continue to apply during the Extended
Authorization Period. Corporate Services will continue to administer the Utility
and Non-Utility Money Pools under the terms of the money pool agreements, as
previously filed with the Commission. Corporate Services will file reports
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4 Borrowings by and loans to WP&L and Corporate Services under the Utility
Money Pool will continue to be exempt pursuant to Rule 52.
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pursuant to Rule 24 with respect to Alliant Energy's external short-term
financing activity and borrowings under the Utility Money Pool and certificates
on Form U-6B-2 pursuant to Rule 52 with respect to external short-term financing
by AER and borrowings under the Non-Utility Money Pool. 5
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
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A statement of the fees, commissions and expenses incurred or to be
incurred in connection with the transactions proposed herein will be filed by
amendment.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
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A. General. Sections 6(a), 7, 9(a), 10, 12, 32 and 33 of the Act and
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Rules 24, 42, 43, 45, 52(a) and 53 thereunder are applicable to the proposed
transactions.
B. Rule 53 Analysis. Alliant Energy is in compliance with all
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requirements of Rule 53(a). Alliant Energy's "aggregate investment" (as defined
in Rule 53(a)(1)(i)) in all EWGs and FUCOs at June 30, 2000 was $190 million, or
about 15% of Alliant Energy's "consolidated retained earnings" ($1,243 million
for the four quarters ended June 30, 2000 as defined in Rule 53(a)(1)(ii), and
including Alliant Energy's accumulated other comprehensive income). In addition,
Alliant Energy has complied and will comply with the record-keeping requirements
of Rule 53(a)(2), the limitation under Rule 53(a)(3) on the use of the Operating
Companies' personnel to render services to EWGs and FUCOs, and the requirements
of Rule 53(a)(4) concerning the submission of copies of certain filings under
the Act to retail regulatory commissions. Finally, none of the circumstances
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5 It is proposed that WP&L's and Corporate Services' borrowings under the
Utility Money Pool be combined with those of IES and IPC on the Rule 24
reports rather than reported separately on Form U-6B-2.
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described in Rule 53(b) has occurred or is continuing. Accordingly, Rule 53(c)
is by its terms inapplicable.
ITEM 4. REGULATORY APPROVALS.
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As indicated, the PSCW has jurisdiction over borrowings by WP&L under
the Utility Money Pool. WP&L will file an application seeking approval to make
borrowings under the Utility Money Pool. Assuming receipt of approval by the
PSCW, WP&L's borrowings from the Utility Money Pool will be exempt pursuant to
Rule 52(a). No other state commission and no federal commission, other than this
Commission, has jurisdiction over the proposed transactions.
ITEM 5. PROCEDURE.
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The Commission is requested to publish a notice under Rule 23 with
respect to the filing of this Post-Effective Amendment as soon as practicable.
The applicants request that the Commission's order approving the proposed
transactions be issued as soon as practicable after the notice period and in any
event not later than December 31, 2000. The applicants further request that
there should not be a 30-day waiting period between issuance of the Commission's
order and the date on which the order are to become effective, hereby waives a
recommended decision by a hearing officer or any other responsible officer of
the Commission, and consents that the Division of Investment Management may
assist in the preparation of the Commission's decision and/or orders, unless the
Division opposes the matters proposed herein.
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<PAGE>
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
---------------------------------
The following additional Exhibits and Financial Statements are filed
as a part of this Post-Effective Amendment:
A. EXHIBITS.
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G-1 Financial Data Schedule for Alliant Energy Corporation
(incorporated by reference to Exhibit 27.1 to Alliant
Energy Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000, File No. 1-9894).
G-2 Financial Data Schedule for IES Utilities Inc.
(incorporated by reference to Exhibit 27.2 to IES
Utilities Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, File No. 0-4117-1).
G-3 Financial Data Schedule for Interstate Power Company.
(To be filed by amendment).
H-1 Form of Federal Register Notice. (Previously filed).
J-1 Form of Credit Agreement. (To be filed by amendment).
B. FINANCIAL STATEMENTS.
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FS-1 Consolidated Balance Sheet of Alliant Energy Corporation
as of December 31, 1999 (incorporated by reference to
the Annual Report on Form 10-K of Alliant Energy
Corporation for the year ended December 31, 1999) (File
No. 1-9894).
FS-2 Consolidated Statement of Income of Alliant Energy
Corporation for the year ended December 31, 1999
(incorporated by reference to the Annual Report on Form
10-K of Alliant Energy Corporation for the year ended
December 31, 1999) (File No. 1-9894).
FS-3 Consolidated Balance Sheet of Alliant Energy Corporation
as of June 30, 2000 (incorporated by reference to the
Quarterly Report on Form 10-Q of Alliant Energy
Corporation for the quarter ended June 30, 2000) (File
No. 1-9894).
FS-4 Consolidated Statement of Income of Alliant Energy
Corporation for the period ended June 30, 2000
(incorporated by reference to the Quarterly Report on
Form 10-Q of Alliant Energy Corporation for the quarter
ended June 30, 2000) (File No. 1-9894).
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FS-5 Balance Sheet of IES Utilities Inc., as of December 31,
1999 (incorporated by reference to the Annual Report on
Form 10-K of IES Utilities, Inc. for the year ended
December 31, 1999) (File No. 0-4117-1).
FS-6 Statement of Income of IES Utilities Inc., for the year
ended December 31, 1999 (incorporated by reference to
the Annual Report on Form 10-K of IES Utilities, Inc.
for the year ended December 31, 1999) (File No.
0-4117-1).
FS-7 Balance Sheet of IES Utilities Inc., as of June 30, 2000
(incorporated by reference to the Quarterly Report on
Form 10-Q of IES Utilities, Inc. for the quarter ended
June 30, 2000) (File No. 0-4117-1). FS-8 Statement of
Income of IES Utilities Inc., for the period ended June
30, 2000 (incorporated by reference to the Quarterly
Report on Form 10-Q of IES Utilities, Inc. for the
quarter ended June 30, 2000) (File No. 0-4117-1).
FS-9 Deleted
FS-10 Deleted
FS-11 Deleted
FS-12 Deleted
FS-13 Balance Sheet of Interstate Power Company, as of June
30, 2000. (Previously filed).
FS-14 Statement of Income of Interstate Power Company for the
12 months ended June 30, 2000. (Previously filed).
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
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The matters that are the subject of this Post-Effective Amendment do
not involve a "major federal action," nor do they "significantly affect the
quality of the human environment" as those terms are used in section 102(2)(C)
of the National Environmental Policy Act. The transactions proposed herein will
not result in changes in the operation of the applicants that will have an
impact on the environment. The applicants are not aware of any federal agency
that has prepared or is preparing an environmental impact statement with respect
to the transactions that are the subject of this Post-Effective Amendment.
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SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this statement
filed herein to be signed on their behalf by the undersigned thereunto duly
authorized.
ALLIANT ENERGY CORPORATION
ALLIANT ENERGY CORPORATE SERVICES, INC.
IES UTILITIES INC.
INTERSTATE POWER COMPANY
By: /s/ Edward M. Gleason
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Name: Edward M. Gleason
Title: Treasurer
Date: September 15, 2000
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