Exhibit H
PROPOSED FORM OF FEDERAL REGISTER NOTICE
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-_____)
Filings under the Public Utility Holding Company Act of 1935, as
amended ("Act")
June __, 2000
Notice is hereby given that the following filing(s) has/have been made
with the Commission pursuant to provisions of the Act and rules promulgated
thereunder. All interested persons are referred to the application(s) and/or
declaration(s) for complete statements of the proposed transaction(s) summarized
below. The application(s) and/or declaration(s) and any amendments thereto
is/are available for public inspection through the Commission's Office of Public
Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing by
July __, 2000 to the Secretary, Securities and Exchange Commission, Washington,
D.C. 20549, and serve a copy on the relevant applicant(s) and/or declarant(s) at
the address(es) as specified below. Proof of service (by affidavit or, in case
of an attorney at law, by certificate) should be filed with the request. Any
request for hearing shall identify specifically the issues of fact or law that
are disputed. A person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in the matter.
After July __, 2000, the application(s) and/or declaration(s), as filed or as
amended, may be granted and/or permitted to become effective.
* * * * * *
ALLIANT ENERGY CORPORATION, ET AL. (70-[____])
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Alliant Energy Corporation ("Alliant Energy"), a registered holding
company, and Wisconsin Power & Light Company ("WPL"), its wholly owned public
utility subsidiary, each of whose principal executive offices are at 222 West
Washington Avenue, Madison, Wisconsin 53703, have filed an Application or
Declaration pursuant to Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and
Rules 45 and 54 thereunder requesting authorization : (i) to acquire an interest
in American Transmission Company, LLC , a Wisconsin limited liability company
(the "Transco"); (ii) to acquire a percentage of the shares of the ATC
Management Co. (the "Manager"), a Wisconsin corporation; and (iii) for Alliant
Energy to guaranty the Transco's obligations and indebtedness under a credit
agreement.
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Alliant Energy's public-utility subsidiaries are WPL, South Beloit
Water, Gas and Electric Company ("South Beloit"), Interstate Power Company, and
IES Utilities Inc. (collectively, the "Operating Companies"). WPL is engaged
principally in the generation, purchase, distribution and sale of electric power
in 35 counties in a 16,000 square-mile area in southern and central Wisconsin.
WPL provides retail electric service to approximately 401,000 customers in 615
cities, villages and towns and wholesale service to 24 municipal utilities,
three rural electric cooperatives, the Wisconsin Public Power Incorporated
System, which provides retail electric service to nine communities, and one
privately owned utility.
In 1999, the state of Wisconsin enacted legislation (the "Transco
Legislation") that facilitates the formation of the Transco, which will be a
single-purpose transmission company. The Transco Legislation, among other
things, encourages public utility affiliates of Wisconsin holding companies,
including WPL, to transfer ownership of their transmission assets to the Transco
by beneficially adjusting the calculation of an existing limit on the amount of
unregulated investments these utilities and their affiliates can make, after the
transfer of their assets to the Transco. The Manager will manage the Transco.
The Manager will also hold a portion of the Transco's membership interests. All
Transco participants will ultimately own direct or indirect interests in the
Transco and the Manager in proportion to the value of the transmission assets
each participant contributes to the Transco.
It is expected that the participants in the Transco and the Manager
will include in addition to WPL, South Beloit (a wholly-owned subsidiary of WPL
with transmission assets in Illinois), Wisconsin Energy Corporation ("WEC"), an
exempt holding company which owns Wisconsin Electric Power Co., Wisconsin Public
Power, Inc. ("WPPI"), WPS Resources Corp., an exempt holding company which owns
Wisconsin Public Service Corporation, and Madison Gas & Electric Company. Other
transmission-owning utilities may, in the future, decide to become members of
the Transco.
WPL, the other participating Wisconsin utilities and South Beloit
intend to contribute their transmission assets to the Transco on or about
January 1, 2001 (the "Operations Date"). WPL and/or Alliant Energy now seek
authority only to: (i) acquire, for a nominal consideration not to exceed
$125,000, a membership interest in the Transco; and (ii) acquire, for a nominal
consideration not to exceed $125,000, a percentage of the shares of the Manager.
Depending on the number of initial members of the Transco, it is expected that
WPL's and/or Alliant Energy's interest in the Transco and the Manager will be
between 35% and 40% of each entity. The Transco's other participants will make
similar initial contributions. Alliant Energy also seeks authority to guaranty
the Transco's obligations and indebtedness under a credit agreement, as
described below.
WPL must make these initial contributions prior to the Operations Date
so that the Transco and the Manager may conduct start-up and other interim
operations (e.g., lease office space, establish benefits plans and negotiate
loans or other financing arrangements), which must occur before the Transco
accepts transfers of transmission assets from its participants.
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The Transco will enter into a credit agreement with Bank One, NA (the
"Credit Agreement"). The Credit Agreement will permit borrowings by the Transco
in an aggregate amount not to exceed $30 million. Promissory notes issued under
the Credit Agreement (the "Notes") will bear interest at either (1) a rate which
will be equal to the sum of (a) the quotient of (i) the London Interbank Offered
Rate in effect at the time, divided by (ii) one minus the reserve requirement
imposed under Regulation D of the Board of Governors of the Federal Reserve
System on Eurocurrency liabilities, plus (b) 0.30% per annum; (2) the Alternate
Base Rate; or (3) at a higher rate after default. The Alternate Base Rate is
defined as the rate of interest per annum equal to the higher of (1) the Bank
One corporate base rate and (2) the sum of the Federal Funds effective rate plus
0.5% per annum. The Credit Agreement will have an initial term of 364 days and
will provide for automatic renewal for successive 364-day periods with the
consent of the Transco and the lenders under the Credit Agreement.
The Transco will pay the lenders under the Credit Agreement a facility
fee at a per annum rate equal to the 0.09% per annum on the average daily
aggregate commitment under the Credit Agreement, payable on each payment date
and at the termination of the Credit Agreement. The Transco will make payments
under the Credit Agreement quarterly.
The Credit Agreement will include a letter of credit ("L/C") facility.
Pursuant to this facility, the Transco will be able to request that Bank One
issue an L/C, in a maximum aggregate face amount for all L/Cs outstanding of up
to $12.5 million. The aggregate amount that the Transco may borrow under the
Credit Agreement will be reduced by the face amount of all outstanding L/Cs.
Drawings on an L/C would initially bear interest at the Alternate Base Rate. The
Transco will be required to pay the issuing bank certain letter of credit fees.
The Transco will use the advances under the Credit Agreement to fund
its activities during its developmental stages. Expenses in connection with such
activities would include accounting fees, legal fees, office space rental,
salaries and other start-up expenses. Funds advanced in connection with the
Credit Agreement will not, however, be used to acquire utility assets of any
kind.
To induce the lenders to enter into the Credit Agreement, Alliant
Energy proposes to deliver to the lenders a guaranty agreement, pursuant to
which Alliant Energy will guaranty payment of all of the principal, interest and
other fees of the Transco under the Credit Agreement. The principal amount of
advances made under the Credit Agreement will not exceed $30 million. The
Guaranty Agreement is meant to be temporary and to operate only until the
Transco is able to establish its credit standing as an independent entity and
thus the Guaranty Agreement will terminate when the Transco receives an "A-" (or
higher) credit rating from Standard & Poors Corporation and an "A3" (or higher)
credit rating from Moody's Investors Service, Inc. Additionally, in the
Reimbursement Agreement, which is discussed below, the Transco will agree to
obtain the release of Alliant Energy from its obligations under the Guaranty
Agreement 60 days after transmission assets are transferred to the Transco.
In addition to the Guaranty Agreement, Alliant Energy will enter into
a reimbursement agreement (the "Reimbursement Agreement") with the Transco,
pursuant to which the Transco will reimburse Alliant Energy for all amounts it
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pays in respect of the Guaranty Agreement. Alliant Energy will also enter into
an indemnification and reimbursement agreement (the "Indemnification Agreement")
with WEC. Pursuant to the terms of the Indemnification Agreement, WEC will
reimburse Alliant Energy for one-half of any payments Alliant Energy must make
in respect of the Guaranty Agreement to the extent the Transco does not
reimburse Alliant Energy for such payments in accordance with the Reimbursement
Agreement. It is contemplated that all other participants in the Transco, other
than WPPI, will ultimately enter into one or more indemnification and
reimbursement agreements with Alliant Energy under which each participant will
agree to reimburse Alliant Energy for its Guaranty Agreement payments in
proportion to each participant's ownership interest in the Transco.
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