(As filed March 13, 2000)
File No. 70-8891
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 2
("POS-AMC")
to
FORM U-1
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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ALLIANT ENERGY CORPORATION
(formerly Interstate Energy Corporation)
222 West Washington Avenue
Madison, Wisconsin 53703
(Name of company filing this statement and
address of principal executive office)
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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 Secretary
Alliant Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703
(Name and address of agent for service)
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 New York, New York 10019
<PAGE>
Post-Effective Amendment No. 1, as filed in this proceeding on
February 28, 2000, is hereby amended and supplemented with the following
additional information:
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
------------------------------
The fees, commissions and expenses incurred or to be incurred in
connection with the transaction that is the subject of this Post-Effective
Amendment, consisting primarily of outside counsel fees and charges by Alliant
Corporate Services, Inc., are estimated at not more than $5,000.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
-------------------------------
The transaction proposed in this Post-Effective Amendment is subject
to Sections 6(a) and 7 of the Act. The Commission has previously approved
Alliant Energy's issuance of common stock as part of the Merger Order. No
changes to the Merger Order are proposed herein, other than to permit Alliant
Energy to issue its common stock pursuant to the Directors Plan.
Rule 54 Analysis. The transaction proposed in this Post-Effective
----------------
Amendment is also subject to Section 32(h)(4) of the Act and Rule 54 thereunder.
Rule 54 provides that, in determining whether to approve any transaction that
does not relate to an "exempt wholesale generator" ("EWG") or "foreign utility
company" ("FUCO"), as defined in Sections 32 and 33, respectively, the
Commission shall not consider the effect of the capitalization or earnings of
any subsidiary which is an EWG or FUCO upon the registered holding company
system if paragraphs (a), (b) and (c) of Rule 53 are satisfied.
Alliant Energy is in compliance with all requirements of Rule 53(a).
Alliant Energy's "aggregate investment" (as defined in Rule 53(a)(1)(i)) in all
EWGs and FUCOs is currently $223.6 million, or about 40.9% of Alliant Energy's
"consolidated retained earnings" (as defined in Rule 53(a)(1)(ii)) for the four
quarters ended September 30, 1999 ($547.4 million). 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 Alliant Energy's
domestic public utility subsidiaries' 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 described in Rule 53(b) has occurred or is continuing. Rule
53(c) is by its terms inapplicable, as the proposed transaction (i.e., issuance
of common stock as compensation to directors) does not involve the issuance of
securities to finance an investment in any EWG.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this
Post-Effective Amendment filed herein to be signed on its behalf by the
undersigned thereunto duly authorized.
ALLIANT ENERGY CORPORATION
By: /s/ Edward M. Gleason
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Name: Edward M. Gleason
Title: Vice President-Treasurer and
Secretary
Date: March 13, 2000
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