Rule 424(b)(3)
File No. 333-26627
PROSPECTUS
ALLIANT ENERGY CORPORATION
SHAREOWNER DIRECT PLAN
Alliant Energy Corporation is offering participation in its Shareowner
Direct Plan. The Plan provides you with a variety of options, including:
o automatic reinvestment of all or a portion of the cash dividends paid
on shares of the Company's Common Stock in additional shares of Common
Stock
o the ability for persons who are not shareowners to purchase their
initial shares of Common Stock
o a means of purchasing additional shares of Common Stock by making
optional cash investments of up to $120,000 per calendar year,
inclusive of any initial investment
o a free custodial service for depositing Common Stock certificates with
the Administrator of the Plan for safekeeping
o the ability to transfer shares or make gifts of Common Stock at no
charge
o the ability to sell shares of Common Stock through the Plan
The Plan provides that shares of Common Stock may be purchased for
participants from the Company or in the open market or in privately negotiated
transactions. The price of shares of Common Stock purchased under the Plan will
be either (a) the average of the high and low sale price of shares of Common
Stock as reported on the New York Stock Exchange Composite Tape on the date of
purchase if newly issued shares are purchased from the Company, or (b) the
weighted average of the price paid for shares of Common Stock if purchased on
the open market or in privately negotiated transactions. No brokerage
commissions, fees or service charges are charged to you in connection with
purchases of shares under the Plan or for participating in the Plan. The closing
price of the Common Stock on January 31, 2000, as shown on the New York Stock
Exchange Composite Tape, was $29.8125 per share.
The Company's principal executive office is located at 222 West Washington
Avenue, Madison, Wisconsin 53703, and its telephone number is (608) 252-3311.
Neither the Securities and Exchange Commission nor any state securities
commission has approved these securities or determined if this prospectus is
accurate or adequate. Any representation to the contrary is a criminal offense.
The date of this Prospectus is February 1, 2000.
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THE COMPANY
The Company, incorporated under the laws of the State of Wisconsin in 1981,
is the holding company for Wisconsin Power and Light Company, IES Utilities,
Inc., Interstate Power Company as well as Alliant Energy Resources, Inc. (the
parent corporation for the Company's non-utility businesses). The Company is a
major energy services company with growing national and international
diversified operations. Headquartered in Madison, Wisconsin, the Company
provides electric, natural gas, water and steam energy to customers and has
diversified interests in China, New Zealand and Brazil. The Company is a
registered public utility holding company and, through its utility subsidiaries,
serves more than one million customers in Iowa, Illinois, Minnesota and
Wisconsin.
USE OF PROCEEDS
The Company has no basis for estimating either the number of authorized but
unissued shares of Common Stock that will ultimately be sold by the Company
pursuant to the Plan or the prices at which such shares will be sold. Any net
proceeds received by the Company from the sale of shares under the Plan will be
added to the Company's general funds and used for general corporate purposes.
The Company will not receive any proceeds from the sale of shares under the Plan
which are acquired on the open market or in privately negotiated transactions.
SUMMARY OF PLAN
FEATURES
Some of the features of the Plan, which are described in greater detail
under "The Plan" below, are:
o Persons not presently owning shares of Common Stock may become Plan
participants, assuming certain qualifications are met, by completing
an Authorization Form and making an initial cash investment of not
less than the amount specified on the Authorization Form, and not more
than $120,000.
o If you participate in the Plan, you may acquire additional shares of
Common Stock by making optional cash investments in amounts not less
than $25 per investment nor more than $120,000 per calendar year,
inclusive of any initial investment. The investment amount can be
automatically deducted from a participant's bank account or it can be
submitted by mail.
o If you participate in the Plan and are an employee of the Company or
its subsidiaries, you may also acquire additional shares of Common
Stock by making optional cash investments via payroll deductions. The
minimum deduction per pay period is the amount specified on the
payroll withholding form. Optional cash investments made through
payroll deductions may not be more than $120,000 per calendar year,
inclusive of any initial investment and any optional cash investments
made by means other than payroll deduction.
o If you participate in the Plan, you may acquire additional shares of
Common Stock automatically by reinvesting all or a portion of your
cash dividends paid on shares of Common Stock then owned.
o If you participate in the Plan, you may deposit your Common Stock
certificates, at no cost, with the Plan Administrator for safekeeping.
o If you participate in the Plan, you may have your cash dividends
electronically deposited into your checking or savings account.
o If you participate in the Plan, you may sell shares held by the Plan
through the Administrator.
o Dividends are calculated on all full and fractional shares of Common
Stock in the Plan.
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o Personal record keeping is simplified by the Company's issuance of
statements indicating account activity. These statements should be
retained for tax purposes.
o If you participate in the Plan, you can transfer shares or make gifts
of Common Stock at no charge.
THE PLAN
The following description constitutes the terms and conditions of the Plan.
Purpose
The purpose of the Plan is twofold. First, the Plan provides shareowners of
record of the Company, other investors who choose to become shareowners of
record, and employees of the Company and its subsidiaries with a simple,
convenient and economical method to purchase shares of Common Stock and to
reinvest all or a portion of their cash dividends in additional shares of Common
Stock. Second, the Plan provides the Company with the ability to sell its
authorized but unissued shares of Common Stock to participants in the Plan which
will raise funds to increase its equity base for general corporate purposes.
Plan Administration
The Company, through its Shareowner Services Department (the
"Administrator"), administers the Plan, keeps records, sends statements of
account activity to participants, and performs clerical and ministerial duties
related to the Plan. An independent agent, not an affiliate of the Company,
designated by the Administrator will make purchases and sales of shares of
Common Stock for the Plan in the open market or in privately negotiated
transactions. Subject to applicable securities laws and certain limitations, the
independent agent will have full discretion as to the timing of, and all matters
relating to, purchases and sales of shares of Common Stock for the Plan other
than for the purchase of authorized but unissued shares from the Company.
The Administrator will establish and maintain a separate account under the
Plan for each participant. All shares of Common Stock (including any fractional
shares, computed to four decimal places) purchased for a participant under the
Plan, and any shares a participant deposits through the Plan's share safekeeping
service, will be credited to his or her account.
All inquiries and instructions concerning the Plan should be directed to:
Alliant Energy Shareowner Services
P.O. Box 2568
222 West Washington Avenue
Madison, WI 53701-2568
Telephone: (608) 252-3110
(800) 356-5343
Fax: (608) 252-3321
Internet: alliant-energy.com
All correspondence should include your shareowner account number, taxpayer
identification number (social security number) and daytime telephone number
where you may be contacted during normal working hours to facilitate a prompt
response.
Enrollment Procedures
Shareowners
If you are currently a shareowner of record, you may enroll in the Plan at
any time by completing and returning an Authorization Form to the Administrator.
Requests for such forms should be directed to the Administrator, either by
telephone, in writing or via the internet.
"Street Name" Holders
If you own shares of Common Stock that are held on your behalf by a bank,
broker, trustee or other agent, you may enroll in the Plan by registering one or
more shares of Common Stock directly in your name and by returning a completed
Authorization Form to the Administrator. See "Transfer of Shares from Street
Name."
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Non-Shareowners
With limited exceptions described below, if you are not currently a
shareowner of the Company, you may enroll in the Plan by completing and
returning an Authorization Form to the Administrator together with an initial
investment of at least $250 (but not more than $120,000) or by authorizing
automatic monthly withdrawals ("Automatic Investments") of at least $25, in
either case which will be used to purchase shares of Common Stock for your Plan
account. See "Initial Investments and Optional Cash Investments" and "Methods of
Investment."
Employees
With limited exceptions described below, any employee of the Company or any
of its subsidiaries may enroll in the Plan at any time by completing and
returning an Authorization Form to the Administrator or by enrolling in the same
manner as any other eligible investor described above.
Exceptions
The Company reserves the right to prohibit participation in the Plan by
non-shareowners who reside in a state where (i) participation in the Plan by
non-shareowners who reside in such state would require the Company to take
special action under the securities or "blue sky" laws of such state and (ii)
the Company has not yet taken such action. The Company also reserves the right
to prohibit participation in the Plan by any investor, whether or not a holder
of record of shares of Common Stock, who is a citizen or resident of a country
other than the United States, if such participation would violate local laws and
regulations applicable to the Company or the prospective participant. In any
such case, the Administrator will return any Authorization Form and initial
investment tendered by any non-shareowner who resides in such state or country.
General
Authorization Forms will be processed as promptly as practicable.
Participation in the Plan will begin after the properly completed form has been
reviewed and accepted by the Administrator.
Transfer of Shares From Street Name
If you are a beneficial owner of Common Stock whose shares are registered
in the name of a bank, broker, trustee or other agent, you may participate in
the Plan with respect to such shares by either (i) transferring such shares to a
Plan account by directing your agent (e.g., your bank, broker or trustee) to
register the shares directly in your name and having the agent deliver a
certificate to you or (ii) instructing your agent to transfer the shares to the
Administrator to be deposited into the Plan for "share safekeeping" for credit
to your Plan account. See "Share Safekeeping."
Initial Investments and Optional
Cash Investments
Initial investments, for those who are not currently Company shareowners of
record, must be at least $250 (but not more than $120,000), in the form of a
personal check or money order, Automatic Investment of at least $25, or, for
employees, payroll deduction of at least the amount specified on the payroll
withholding form, and must be included with the completed Authorization Form
returned to the Administrator. See "Methods of Investment."
Once you are enrolled in the Plan, you may purchase additional shares of
Common Stock using the Plan's optional cash investment feature. Optional cash
investments must be made in amounts of not less than $25 per investment and may
not aggregate more than $120,000 per calendar year, inclusive of any initial
investment, whether by check or Automatic Investment. The Company will not waive
these restrictions; however, the $25 minimum is not applicable to employee
participants who make investments through payroll deductions. There is no
obligation to make an optional cash investment at any time, and the amount of
such investments may vary from time to time.
Authorization Forms with initial investments must be received by the
Administrator at least five (5) business days prior to the next Investment Date
(as defined under "Purchase of Common Stock") and are subject to review by the
Company. Initial investments and optional cash investments
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received by the Administrator will be invested on the next Investment Date,
provided they are received at least five (5) business days prior to that
Investment Date.
The Company will not pay interest on any initial investments or optional
cash investments received and held for investment under the Plan. Therefore, it
is to your benefit to mail an initial investment or an optional cash investment
so that it is received by the Administrator shortly, but not less than five (5)
business days, before an Investment Date. To receive dividends, an initial
investment or an optional cash investment must be received and invested on the
Investment Date prior to the dividend record date.
Upon written request, the Company will refund your initial investment or
any optional cash investment, provided your request is received by the Company
at least two (2) business days prior to the Investment Date following receipt of
your investment. However, no refund will be made until the funds have been
actually received by the Company.
Methods of Investment
A participant's total annual investment cannot exceed $120,000 per calendar
year and must be made in U.S. dollars. For the purpose of applying this limit,
all investments during any calendar year (including initial and optional cash
investments, but excluding dividend reinvestments and deposits of shares in the
Plan's share safekeeping service) are aggregated. No interest will be paid on
amounts held by the Company pending investment.
Check Investment
Initial investments and optional cash investments may be made by personal
check or money order payable to "Alliant Energy," and are subject to collection
by the Company for the full face value in U.S. funds.
If a check is returned unpaid for any reason, the Company will consider the
request for investment of such funds null and void. If any shares have been
purchased with these funds, the Administrator will be entitled to remove those
shares from the participant's account and sell those shares to satisfy the
balance of the uncollected funds. If the net proceeds from the sale are
insufficient to cover this balance, the Company will, in addition to any other
rights it may have, be entitled to sell any additional shares from the
participant's account which may be necessary to satisfy the uncollected balance.
Automatic Investment
Participants may make automatic monthly investments (whether such
investments constitute initial or optional cash investments) of at least $25 by
electronic funds transfer from a predesignated account with a U.S. financial
institution. To initiate Automatic Investments, participants must complete and
return to the Administrator an Automatic Investment Form and an Authorization
Form, as well as deliver to the Administrator a voided blank check or a savings
deposit slip for the account from which funds are to be drawn. Automatic
Investment Forms may be obtained from the Administrator. Automatic Investments
will be initiated as promptly as practicable and, after initiated, funds will be
drawn from the participant's designated account on the 10th day of each month
(or, if the 10th falls on a weekend or bank holiday, the first business day
thereafter), and will be invested in Common Stock on the next Investment Date.
Participants may change the amounts of their future Automatic Investments
by completing and submitting to the Administrator a new Automatic Investment
Form. Participants may terminate their Automatic Investments by notifying the
Administrator by phone, in writing or via the internet. To be effective with
respect to the next Automatic Investment Date, the Administrator must receive
the new form or notice at least six (6) business days preceding that date.
Electronic direct deposit of cash dividends that participants elect to
receive also is available through the Plan.
Payroll Deductions
Employees of the Company or any of its subsidiaries may also make
investments (whether such investments constitute initial or optional cash
investments) by means of payroll deduction, and the $250 and $25 minimums for
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initial investment and optional cash investments, respectively, will not apply
to investments made through payroll deductions. To initiate payroll deductions,
the employee must complete and return to the Administrator a payroll withholding
form and an Authorization Form.
The payroll withholding form, which allows participating employees to
decide the dollar amount to be deducted from their paychecks for each pay
period, will become effective as promptly as practicable. Deductions will be
used to purchase full and fractional (computed to four decimal places) shares of
Common Stock on the next Investment Date. The minimum deduction per pay period
is the amount specified on the payroll withholding form.
Payroll deduction authorizations will remain in effect until cancelled or
modified by the employee, which may be accomplished by completing and returning
a new payroll withholding form indicating the change desired. To be effective
with respect to the next payroll deduction, the Administrator must receive the
new payroll withholding form at least six (6) business days preceding that date.
Dividend Reinvestment Options
The Authorization Form allows a participant to choose a reinvestment option
for participation in the Plan. If not specified otherwise, the account will be
enrolled for full dividend reinvestment. By choosing the appropriate box, a
participant may select:
Full Dividend -- Reinvest all cash dividends on all certificated
Reinvestment shares held by you and on all shares credited to
your Plan account. Optional cash investments may
be made at any time as described herein.
Partial Dividend -- Receive cash dividends on a specified number of
Reinvestment your shares of Common Stock and reinvest the cash
dividends on the remainder of your shares. The
shares specified to receive cash dividends may
consist of a combination of certificated shares
and shares credited to your Plan account.
Participants may elect to have cash dividend
payments not reinvested paid by check or through
electronic direct deposit. Optional cash
investments may be made at any time as described
herein.
Optional Cash -- Receive cash dividends on all of your shares of
Purchases Only Common Stock, including both certificated shares
held by you and shares held by the Plan and
credited to your Plan account. Optional cash
investments may be made at any time.
If you participate in the Plan's full or partial dividend reinvestment
option, reinvestment will commence with the first dividend payable after the
dividend record date following your enrollment. Dividend record dates are
publicly announced by the Company.
If you wish to change your method of participation, you must obtain and
complete a new Authorization Form and send it to the Administrator. To be
effective with respect to a particular Common Stock dividend, the new
Authorization Form must be received by the Administrator at least two (2)
business days before the record date for such dividend. If you elect to cease
the reinvestment of your dividends, you may receive them by check or electronic
direct deposit. You may also continue to have your shares held by the
Administrator through the share safekeeping service, buy shares with optional
cash investments, and sell or transfer the shares as desired. See "Share
Safekeeping," "Initial Investments and Optional Cash Investments," "Sale of
Common Stock", and "Gift/ Transfer of Shares Held in the Plan."
On each applicable Investment Date, the Company will promptly, after
deducting withholding taxes, if any, commingle and pay over to the Administrator
all cash dividends payable on shares held by the Administrator for all
participants who are reinvesting their dividends in the Plan. The Administrator
will apply the dividends to the purchase of shares of Common Stock. The
Administrator will credit the
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proportionate number of shares (computed to four decimal places) purchased by
the Administrator to each participant's account.
Purchase of Common Stock
Reinvested Common Stock dividends, initial investments, optional cash
investments and proceeds (which will be treated regardless of the amount as
optional cash purchases) from the sale or redemption of Common Stock
subscription or other rights, if any, received by the Administrator on behalf of
participants will be used to acquire either outstanding shares of Common Stock
or authorized but unissued shares of Common Stock from the Company, provided
that the Company is willing to sell such stock. Outstanding shares of Common
Stock purchased on behalf of the Plan participants may be made on any stock
exchange in the U.S. where the Common Stock is traded, in the over-the-counter
market, or by privately negotiated transactions on such terms as the independent
agent for the Administrator may reasonably determine at the time of purchase.
Any shares purchased from the Company will be made in accordance with applicable
requirements.
The Administrator and its designated independent agent may commingle each
participant's funds with those of other participants for the purpose of
purchasing shares. Neither the Company nor any affiliated purchasers will
exercise any direct or indirect control or influence over the times when, or
prices at which, the designated independent agent of the Administrator may
purchase Common Stock for the Plan, or the amount of shares to be purchased.
Purchases of shares of Common Stock under the Plan will be made on or about
the following applicable "Investment Dates":
o Each dividend payment date is an Investment Date for the reinvestment
of cash dividends.
o The 15th day of each month (or the next business day if the 15th
falls on a weekend or holiday) is an Investment Date for initial
investments and optional cash investments.
Purchases may be made over a period of several days in the case of open
market purchases. All such purchases will be aggregated for the Investment Date.
For a number of reasons, including observance of the rules and regulations
of the Securities and Exchange Commission or other regulatory agencies requiring
temporary curtailment or suspension of purchases, the investment of all or part
of the funds available in a participant's account may be delayed from time to
time. No interest will be paid on funds held by the Company pending investment.
In any event, however, shares of Common Stock will either be purchased within 35
days of receipt of initial investments or optional cash investments or funds
will be returned to the participant.
A participant's account will be credited with that number of shares of
Common Stock (including any fractional shares, computed to four decimal places)
equal to the total amount to be invested divided by the applicable purchase
price per share.
Price to Participants
The price of shares of Common Stock purchased from the Company (i.e.,
newlyissued shares) for participants will be the average (computed to four
decimal places) of the high and low sale prices of shares of Common Stock as
reported on the New York Stock Exchange Composite Tape on the applicable
Investment Date. If no trading occurs on the New York Stock Exchange in the
Common Stock on the applicable Investment Date, the price will be determined
with reference to the next preceding date on which the Common Stock is traded on
the New York Stock Exchange. The price of shares of Common Stock purchased for
participants on the open market or in privately negotiated transactions will be
the weighted average price of all such shares purchased for the applicable
Investment Date. In the event that investment under the Plan is at any time made
in both newly-issued and already outstanding shares, the shares purchased will
be allocated as proportionately as is practicable among the accounts of all
participants for whom funds are being invested at that time.
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Under the Plan, participants do not have the ability to order the purchase
of a specific number of shares, purchase of shares at the specified price or a
particular date of purchase, as could be done with respect to purchases through
a broker.
Sale of Common Stock
You can sell all or part of your shares held in your Plan account by
providing the Administrator with written instructions, signed by all registered
holders. You cannot sell any certificated shares that you may be holding unless
they are first deposited with the Administrator pursuant to the Plan's share
safekeeping service.
Sales for Plan participants are made as soon as practicable after the
Administrator receives written instructions from the participant. Requests to
sell Plan shares will be aggregated and processed within ten (10) business days
by an independent broker, not an affiliate of the Company, designated by the
Administrator on the open market at prevailing market prices. When you sell your
shares, the price per share that you will receive is the average of the proceeds
from all shares sold by the Administrator, less your proportionate share of the
brokerage commission, transfer taxes, if any, and withholding tax, if any.
You are required to maintain a balance of one or more full shares of Common
Stock or the Company may terminate your Plan account. A request to sell all
shares held in your account will be treated as a withdrawal from the Plan. See
"Termination of an Account by the Company" and "Withdrawal and Termination."
Custody of Stock and Issuance
of Stock Certificates
All shares purchased on your behalf through the Plan will be held in
safekeeping by the Administrator in the name of the Company or its nominee. You
can, however, at any time and without charge, obtain a certificate for all or
part of the whole shares credited to your Plan account by making a request in
writing to the Administrator. No certificates for fractional shares will be
issued. Obtaining certificates for your Plan account shares in no way affects
dividend reinvestment. See "Dividend Reinvestment Options."
Share Safekeeping
The Plan's "share safekeeping" service allows you to deposit Common Stock
certificates held by you with the Administrator for safekeeping. The advantages
of the share safekeeping service are:
o The risk associated with the loss of your stock certificate(s) is
eliminated. If your certificates are lost or stolen, you cannot sell
or transfer your shares without first obtaining replacement
certificates. This process of replacing lost certificates could take
several weeks and will result in cost and paperwork, both for you and
for the Company.
o Certificates deposited with the Administrator will be transferred into
the name of the Company or its nominee and credited to your account
under the Plan. Thereafter, such shares will be treated in the same
manner as shares purchased through the Plan, and may be conveniently
and efficiently sold or transferred through the Plan. See "Sale of
Common Stock," "Gift/Transfer of Shares Held in the Plan", and
"Withdrawal and Termination."
o You have all Plan options available to you, including full or partial
reinvestment and/or receiving dividends by check or electronic
deposit.
To participate in the Plan's share safekeeping service, you must complete
and return an Authorization Form, along with the Common Stock certificates you
wish to deposit, to the Administrator by registered and insured mail. The
certificates should not be endorsed and the assignment section should not be
completed. You may obtain an Authorization Form by calling or writing the
Administrator. If you have lost any of your certificates, they must be replaced
before you may participate in the share safekeeping service.
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Gift/Transfer of Shares Held in the Plan
You may transfer the ownership of some or all of your Plan shares
(including shares held in safekeeping) by mailing to the Administrator a
properly executed stock assignment form (which may be obtained from the
Administrator or a financial institution), with a Medallion Signature Guarantee
for all owners, and a letter of instruction. A Medallion Signature Guarantee is
a signature guarantee by an institution such as a commercial bank, trust
company, securities broker/dealer, credit union or a saving institution
participating in a Medallion Program approved by the Securities Transfer
Association, Inc. Shares may be transferred to new or existing shareowners.
Unless otherwise instructed, the Administrator will retain the shares and
enroll the transferee in full dividend reinvestment, provided the transferee is
eligible to participate. The new participant will receive a statement showing
the number of shares transferred and now held in his or her Plan account, which
will be considered the transaction confirmation.
Withdrawal and Termination
A participant may withdraw from the Plan at any time by giving written
notice to the Administrator. Termination of participation in the Plan by a
shareowner of record will immediately stop all reinvestment of the participant's
dividends if the notice of withdrawal is received by the Administrator not later
than ten (10) business days prior to the record date for the next dividend
payment. Investment of optional cash will stop immediately if notification of
withdrawal from the Plan is received by the Administrator at least two (2)
business days prior to the applicable Investment Date. The entire amount of any
optional cash received for which investment has been stopped by termination of
participation in the Plan will be refunded to the participant without interest.
Upon withdrawal from the Plan, the participant (or his or her personal
representative or other authorized agent) may elect to either (i) receive a
certificate for the number of whole shares held in the participant's account and
a check for the value of any fractional share, or (ii) sell all shares in the
participant's account as described under "Sale of Common Stock."
Participants terminating participation in the Plan will receive a check for
the cash value of any fractional share held in their Plan accounts. Fractions of
shares will be valued at the then current market price (determined in the same
manner as provided with respect to the sale of whole shares), less brokerage
commissions, transfer taxes and withholding taxes, if any.
No optional cash investments may be made after participation in the Plan
has been terminated, unless and until the former participant rejoins the Plan,
which may be accomplished by complying with the enrollment procedures. See
"Enrollment Procedures." The Company, however, reserves the right to reject any
Authorization Form from a previous participant on grounds of excessive joining
and termination. Such reservation is intended to minimize administrative expense
and to encourage use of the Plan as a long-term investment service.
Stock Splits, Stock Dividends
and Rights Offerings
Any shares distributed pursuant to stock dividends or stock splits effected
by the Company on shares held by the Administrator for a participant will be
credited to such participant's account. In the event that the Company makes
available to holders of its Common Stock subscription or other rights to
purchase additional shares of Common Stock or other securities, the
Administrator will (if and when such rights trade independently) sell the rights
accruing to all shares held by the Administrator for the participants and will
apply the net proceeds of such sale to the purchase of Common Stock. However,
the Company will, in advance of a subscription offer (or, if such rights may not
be independently traded upon issuance, prior to the date on which such rights
trade independently), inform each participant that if he or she does not want
the Administrator to sell his or her rights and invest the proceeds, it will be
necessary for him or her to transfer all full shares held under the Plan
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to his or her own name by a given date. This would permit the participant to
exercise, transfer or sell the rights on such shares. In the event that rights
issued by the Company are redeemed prior to the date that such rights trade
independently, the Administrator will invest the resultant funds in additional
shares of Common Stock.
Voting Rights
The Administrator will vote at shareowners' meetings any full shares of
Common Stock credited to your account under the Plan in accordance with your
instructions. Such shares will not be voted if no instructions are given. A
proxy card will be mailed to you representing the shares of Common Stock held in
your Plan account.
Statements and Reports
Participants will receive quarterly statements showing all transactions in
the participant's account for that quarter, including among other things, the
amount invested, the price paid per share, the number of shares purchased and
total shares accumulated. Each participant should retain these statements so as
to be able to establish the cost basis of shares purchased under the Plan for
income tax and other purposes.
The Administrator will also send each participant an account statement as
soon as practicable after each initial investment, optional cash investment,
sale or transfer.
In addition, each participant will receive copies of the same
communications sent to all other holders of Common Stock, including the
Company's Annual Reports, Notices of Annual Meetings and Proxy Statements, and
information needed for reporting dividend income for Federal income tax
purposes.
All notices, statements and reports to a participant will be addressed to
the participant at his or her last address of record with the Company.
Therefore, you must promptly notify the Company by phone, in writing or via the
internet of any change of address.
No Right to Draw Against Account
No participant shall have a right to draw checks or drafts against his or
her account or give instructions to the Administrator with respect to any shares
or cash held therein, except as expressly provided herein.
Duties and Responsibilities
Neither the Company nor any agent shall have any responsibility beyond the
exercise of ordinary care for any action taken or omitted pursuant to the Plan,
nor shall they have any duties, responsibilities or liabilities, except as
expressly set forth herein. Neither the Company nor any agent shall be liable
under the Plan for any act done in good faith or for any good faith omission to
act including, without limitation, any claims of liability (a) with respect to
the prices at which shares are purchased or sold for a participant's account,
the times when such purchases or sales are made or any inability to purchase or
sell shares, (b) for any fluctuation in the market value after purchase or sale
of shares, or (c) arising out of failure to terminate a participant's account
upon such participant's death prior to receipt of notice in writing of such
death.
Participants should recognize that the Company cannot provide any assurance
of profit or protection against loss on any shares purchased under the Plan.
Change or Termination of the Plan
The Company reserves the right to amend, modify, suspend or terminate the
Plan in whole, in part, or with respect to participants in one or more
jurisdictions. Notice of any such suspension, termination or significant
amendment, or modification of the Plan will be sent to all affected
participants. No such event will affect any shares then credited to a
participant's account. Upon any whole or partial termination of the Plan by the
Company, a certificate for whole shares credited to an affected participant's
account under the Plan will be issued to the participant and a cash payment will
be made for any fraction of a share. Fractions of shares will be valued at the
then current market price (de-
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termined in the same manner as provided with respect to the sale of whole
shares), less brokerage commissions, transfer taxes and withholding tax, if any.
Any uninvested funds held by the Administrator at the time of any suspension or
termination of the Plan will be remitted by the Administrator to affected
participants.
Termination of an Account
by the Company
Your enrollment in the Plan may be terminated if you no longer hold any
shares of record and your Plan shares total less than one whole share of Common
Stock. The Company, at its discretion, may also terminate your participation in
the Plan upon written notice mailed to you at the address appearing on the
Company's records. Upon termination, you will receive a certificate for whole
shares held in your account and a check for the value of any fractional share
held in your Plan account. Fractions of shares will be valued at the then
current market price (determined in the same manner as provided with respect to
the sale of whole shares), less brokerage commissions, transfer taxes and
withholding tax, if any.
Interpretation of the Plan
The Company may in its absolute discretion interpret and regulate the Plan
as deemed necessary or desirable in connection with the operation of the Plan
and resolve questions or ambiguities concerning the various provisions of the
Plan.
Governing Law
The Plan shall be governed by the internal laws of the State of Wisconsin.
CERTAIN FEDERAL INCOME
TAX CONSEQUENCES
The following discussion sets forth the general Federal income tax
consequences for an individual participating in the Plan. This discussion is
not, however, intended to be an exhaustive treatment of such tax consequences.
Future legislative changes or changes in administrative or judicial
interpretation, some or all of which may be retroactive, could significantly
alter the tax treatment discussed herein. Accordingly, and because tax
consequences may differ among participants in the Plan, you should consult your
own tax advisor to determine the particular tax consequences (including state
income tax consequences) that may result from participation in and the
subsequent disposal of shares purchased under the Plan.
General Considerations
In general, participants reinvesting dividends under the Plan have the same
federal income tax consequences with respect to their dividends as do
shareowners who are not reinvesting dividends under the Plan. On the dividend
payment date, participants will receive a taxable dividend equal to the cash
dividend reinvested, to the extent the Company has earnings and profits. This
treatment applies with respect to both the shares of Common Stock held of record
by such participant and such participant's Plan account shares even though the
dividend amount is not actually received in cash but is instead applied to the
purchase of shares of Common Stock for the participant's Plan account. If shares
are purchased on the open market or in a privately negotiated transaction, the
participant's share of brokerage fees, if any, paid by the Company will also be
taxed as an additional dividend to that participant, to the extent the Company
has earnings and profits.
Shares or any fraction thereof of Common Stock purchased on the open market
or in a privately negotiated transaction with reinvested dividends will have a
tax basis equal to the amount paid therefor, increased by any brokerage fees
treated as a dividend to the participant. Shares or any fraction thereof of
Common Stock purchased from the Company with reinvested dividends will have a
tax basis equal to the amount of the dividend. Whether purchased on the open
market or in a privately negotiated transaction or from the Company, the shares
or any fraction thereof
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will have a holding period beginning on the day following the purchase date.
Participants that make initial or optional cash investments under the Plan
will be deemed to have received an additional taxable dividend in the amount of
the participant's pro rata share of the brokerage commissions, if any, paid by
the Company, to the extent the Company has earnings and profits. Such brokerage
commissions will only be incurred on the purchase of the Common Stock in the
open market or in privately negotiated transactions. Shares or any fraction
thereof purchased with initial or optional cash investments will have a tax
basis equal to the amount of such payments increased by the amount of brokerage
fees, if any, treated as a taxable dividend to the participant with respect to
those shares or fraction thereof. The holding period for such shares or fraction
thereof will begin on the day following the purchase date.
Participants should not be treated as receiving an additional taxable
dividend based upon their pro rata share of the costs of administering the Plan
which are paid by the Company. However, there can be no assurances that the
Internal Revenue Service will agree with this position. The Company has no
present plans to seek formal advice from the IRS on this issue.
Participants will not recognize taxable income when they receive
certificates for whole shares credited to their account, either upon their
request for such certificates or upon withdrawal from, or termination of the
Plan. However, participants will generally recognize gain or loss when shares
acquired under the Plan are sold or exchanged either through the Plan at their
request or by participants themselves after receipt of certificates for shares
from the Plan. Participants will also generally recognize gain or loss when they
receive cash payments for fractional shares credited to their accounts, upon the
sale of shares through the Plan or upon withdrawal from or termination of the
Plan. The amount of gain or loss is the difference between the amount which the
Participant receives for his or her whole shares or fractional shares and the
tax basis thereof. Provided that the shares are capital assets in the hands of
the participant, such gain or loss will be a capital gain or loss, long-term or
short-term depending on the participant's holding period.
Tax Withholding
In the case of a participating foreign shareowner whose dividends are
subject to United States income tax withholding, or a participating domestic
shareowner subject to backup withholding (because a correct taxpayer
identification number has not been furnished or otherwise), the tax required to
be withheld will be deducted from the amount of any cash dividend reinvested.
Since any such withholding tax applies also to a dividend on shares credited to
the participant's Plan account, only the net dividend on such shares will be
applied to the purchase of additional shares of Common Stock. The regular
statements sent to such participants will indicate the amount of tax withheld.
Likewise, participants selling shares through the Plan who are subject to backup
or other withholding will receive only the net cash proceeds from such sale as
required by the Internal Revenue Code and the Treasury Regulations thereunder.
The Company cannot refund amounts withheld. Participants subject to withholding
should contact their tax advisors or the IRS for additional information.
RIGHTS TO PURCHASE
COMMON STOCK
Pursuant to the Rights Agreement between the Company and Firstar Bank,
N.A., each outstanding share of Common Stock (including shares acquired on the
open market or in privately negotiated transactions under the Plan) has attached
thereto one Right and each share subsequently issued by the Company prior to the
expiration of the Rights Agreement will likewise have attached thereto one
Right. Under certain circumstances described below, the Rights will entitle the
holder thereof to purchase additional shares of Common Stock.
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Currently, the Rights are not exercisable and trade with the Common Stock.
In the event the Rights become exercisable, each Right (unless held by a person
or group which beneficially owns more than 15% of the outstanding Common Stock)
will initially entitle the holder to purchase one-half share of Common Stock at
a price of $95 per full share (equivalent to $47.50 for each one-half share),
subject to adjustment. The Rights will only become exercisable if a person or
group has acquired, or announced an intention to acquire, 15% or more of the
outstanding shares of Common Stock. Upon existence of 15% acquiring party, each
holder of a Right, other than the acquiring party, will be entitled to purchase
at the exercise price Common Stock having a market value of two times the
exercise price. In the event of the acquisition of the Company by another
corporation subsequent to a party acquiring 15% or more of the Common Stock,
each holder of a Right will be entitled to receive the acquiring corporation's
common shares having a market value of two times the exercise price. The Rights
may be redeemed at a price of $.001 per Right prior to the existence of a 15%
acquiring party, and thereafter may be exchanged for one share of Common Stock
per Right prior to the existence of a 50% acquiring party. The Rights will
expire on January 20, 2009 (subject to extension). Under the Rights Agreement,
the Board of Directors of the Company may reduce the thresholds applicable to
the Rights from 15% to not less than 10%. The Rights do not have voting or
dividend rights and, until they become exercisable, have no dilutive effect on
the earnings of the Company.
The Rights have certain anti-takeover effects and may discourage or make
more difficult the acquisition of the Company on a non-negotiated basis (such as
by an unsolicited tender offer). The Rights will not, however, affect a
transaction approved by the Board of Directors of the Company prior to the
existence of a 15% acquiring party since the Rights can be redeemed before the
consummation of such transaction.
LEGAL MATTERS
Certain legal matters in connection with the sale of the shares of Common
Stock offered hereby will be passed upon for the Company by Foley & Lardner,
Milwaukee, Wisconsin.
EXPERTS
The consolidated financial statements and schedules of the Company at
December 31, 1998 and 1997, and for each of the three years in the period ended
December 31, 1998 incorporated by reference in this Prospectus and in the
related 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 accounting and auditing in giving said reports.
WHERE YOU CAN FIND
MORE INFORMATION
The Company has filed with the SEC a registration statement under the
Securities Act of 1933 that registers the share of Common Stock issuable under
the Plan. The registration statement, including the attached exhibits and
schedules, contains additional relevant information about the Company. The rules
and regulations of the SEC allow us to omit such information from this
Prospectus.
In addition, the Company files annual, quarterly and special reports, proxy
statements and other information with the SEC under the Securities Exchange Act
of 1934. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. You may also obtain copies of this information by mail
from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024,
Washington, DC 20549, at prescribed rates. The SEC also maintains an internet
site that contains reports, proxy statements and other information about
issuers, including the Company,
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who file electronically with the SEC. The address of that site is
http://www.sec.gov. Reports, proxy statements and other filings are also
available for inspection at the offices of the New York Stock Exchange.
The SEC allows us to "incorporate by reference" information into this
Prospectus. This means that the Company can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is considered to be a part of this
Prospectus, except for any information that is superseded by information that is
included directly in this Prospectus or in later filed documents incorporated by
reference in this Prospectus.
This Prospectus incorporates by reference the documents listed below that
the Company has previously filed with the SEC. They contain important
information about the Company and its financial condition.
SEC Filings Description or Period/
(File No. 1-9894) As of Date
Annual Report on Form Year ended 12/31/98
10-K, as amended
Quarter Reports on Quarters ended 3/31/99,
Form 10-Q, as amended 6/30/99 and 9/30/99
Current Reports on Dated 1/20/99, 1/25/00
Form 8-K, as amended and 1/26/00
Registration Statement Description of the Company's
on Form 8-B Common Stock
Registration Statement Description of Rights to
on Form 8-A Purchase Common Stock
We incorporate by reference additional documents that the Company may file
with the SEC between the date of this document and prior to the termination of
this offering. These documents include periodic reports, such as Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K,
as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document from the SEC through the SEC's web site at the address provided above.
Documents incorporated by reference are available from the Company without
charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this Prospectus. You can
obtain documents incorporated by reference in this Prospectus by requesting them
in writing or by telephone from the Company at the following address:
Alliant Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703
Attention: Edward M. Gleason
Vice President-Treasurer and Corporate Secretary
Telephone: (608) 252-3311
We have not authorized anyone to give any information or make any
representation about the Company that differs from, or adds to, the information
in this Prospectus or in our documents that are publicly filed with the SEC.
Therefore, if anyone does give you different or additional information, you
should not rely on it.
If you are in a jurisdiction where it is unlawful to offer to sell, or to
ask for offers to buy, the securities offered by this Prospectus, or if you are
a person to whom it is unlawful to direct such activities, then the offer
presented by this Prospectus does not extend to you.
The information contained in this Prospectus speaks only as of its date
unless the information specifically indicates that another date applies.
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TABLE OF CONTENTS
Page
The Company ........................ 2
Use of Proceeds .................... 2
Summary of Plan Features ........... 2
The Plan ........................... 3 Alliant Energy
Purpose ............................ 3 Corporation
Plan Administration ................ 3
Enrollment Procedures .............. 3
Transfer of Shares from SHAREOWNER
Street Name ....................... 4 DIRECT PLAN
Initial Investments and
Optional Cash Investments ......... 4
Methods of Investment .............. 5 PROSPECTUS
Dividend Reinvestment
Options ........................... 6
Purchase of Common Stock ........... 7
Price to Participants .............. 7
Sale of Common Stock ............... 8
Custody of Stock and Issuance
of Stock Certificates ............. 8
Share Safekeeping .................. 8
Gift/Transfer of Shares Held
in the Plan ....................... 9
Withdrawal and Termination ......... 9
Stock Splits, Stock Dividends
and Rights Offerings .............. 9
Voting Rights ......................10 February 1, 2000
Statements and Reports .............10
No Right to Draw Against
Account ...........................10
Duties and Responsibilities ........10
Change or Termination of
the Plan ..........................10
Termination of an Account by
the Company .......................11
Interpretation of the Plan .........11
Governing Law ......................11
Federal Income Tax Considerations ..11
General Considerations .............11
Tax Withholding ....................12
Rights to Purchase Common Stock ....12
Legal Matters ......................13
Experts ............................13
Where You Can Find More
Information .......................13
