(As filed September 1, 2000)
File No. 70-9455
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
ALLIANT ENERGY RESOURCES, INC.
222 West Washington Avenue
Madison, Wisconsin 53703
(Names of companies filing this statement and
addresses of principal executive offices)
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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
(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>
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
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1.1 Background. Alliant Energy Corporation (formerly called Interstate
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Energy Corporation) ("Alliant Energy"), a registered holding company, directly
or indirectly owns all of the outstanding common stock of four public-utility
subsidiaries: Wisconsin Power and Light Company, South Beloit Water, Gas &
Electric Company, Interstate Power Company, and IES Utilities Inc. Together,
these companies provide public-utility service to approximately 919,000 electric
and 393,000 retail gas customers in parts of Wisconsin, Iowa, Minnesota, and
Illinois.
By order dated August 26, 1999 in this proceeding (Holding Co. Act Release
No. 27069) (the "Financing Order"), Alliant Energy, its wholly-owned non-utility
subsidiary, Alliant Energy Resources, Inc. ("AER"), and Alliant Energy's other
direct and indirect non-utility subsidiaries (most of which are held directly or
indirectly by AER) were authorized to engage in a program of external and
intrasystem financing and other related transactions for the period through
December 31, 2001 (the "Authorization Period"). 1 Among other specific
approvals granted under the Financing Order, the Commission authorized Alliant
Energy to enter into guarantees, obtain letters of credit, enter into expense
agreements or otherwise provide credit support (collectively "Guarantees") with
respect to the obligations of any of its utility or non-utility subsidiaries
(collectively, "Subsidiaries") as may be appropriate to enable any Subsidiary to
carry on in the ordinary course of business, in an aggregate amount not to
exceed $600 million outstanding at any one time. 2 The Commission also
authorized AER or any present or future non-utility subsidiary ("Non-Utility
Subsidiary") of AER to acquire or construct in one or more transactions
non-utility energy assets in the United States, including natural gas
production, gathering, processing, storage and transportation facilities and
equipment, liquid oil reserves and storage facilities, and associated facilities
(collectively, "Energy Assets"), that would be incidental to the oil and gas
exploration and production and energy marketing, brokering and trading
operations of AER's subsidiaries. Non-Utility Subsidiaries were authorized to
invest up to $125 million in Energy Assets during the Authorization Period or in
the equity securities of existing or new companies substantially all of whose
physical properties consist or would consist of Energy Assets. In addition, the
Commission authorized Alliant Energy and any of its Non-Utility Subsidiaries,
including AER, to acquire the equity securities of one or more entities
("Financing Subsidiaries") organized specifically for the purpose of
facilitating the financing of the activities of the Non-Utility Subsidiaries,
but reserved jurisdiction over the transfer of the proceeds of any financing by
a Financing Subsidiary to Alliant Energy, pending completion of the record.
1.2 Specific Approvals Requested. The applicants are now requesting
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certain modifications to the Financing Order. Specifically, the applicants
request (a) an increase from $600 million to $1 billion in the amount of
Guarantees Alliant Energy may issue at any one time, (b) authority to invest an
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1 On February 4, 2000, the Commission issued a supplemental order clarifying
the terms of the Financing Order as it relates to the determination of the
interest rate on notes issued or guaranteed by Alliant Energy. See Alliant
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Energy Corp., et al., Holding Co. Act Release No. 27130.
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2 The Guarantees authorized in this proceeding are separate from and in
addition to guarantees provided by Alliant Energy in accordance with the
terms of the Commission's order dated December 18, 1998 (Holding Co. Act
Release No. 26956) in File No. 70-9317, which primarily support AER's
commercial paper program.
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additional $220 million in Energy Assets, including gas and oil exploration and
production properties in Canada, and (3) a release of jurisdiction previously
reserved over the transfer of proceeds of financing by any Financing Subsidiary
to Alliant Energy.
1.3 Alliant Energy Guarantees. In the ordinary course of the business of
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its Subsidiaries, Alliant Energy is called upon to provide Guarantees for a
variety of financial and non-financial (i.e., contractual) obligations of its
Subsidiaries. The ability to provide Guarantees, when needed, enables Alliant
Energy's Subsidiaries to obtain credit that they could not otherwise obtain on a
stand-alone basis and/or to obtain such credit at a lower effective cost. Also,
by providing Guarantees, Alliant Energy can often minimize the amount of
permanent capital it would otherwise have to invest in its Subsidiaries.
Currently, Alliant Energy has provided Guarantees for obligations of
Subsidiaries in an aggregate principal or face amount of $291,804,374 million.
Approximately $260,026,645 million of this amount represents Guarantees of
indebtedness of Non-Utility Subsidiaries, and approximately $31,777,729 million
represents Guarantees of non-financial obligations of Subsidiaries, including
the obligations of Alliant Energy's energy marketing subsidiary
(Cargill-Alliant, L.L.C.) under various energy trading agreements, obligations
under purchase orders with equipment vendors, and performance bonds. Alliant
Energy believes that its actual exposure under Guarantees of non-financial
obligations of its Subsidiaries is significantly less than the face amount
thereof. Importantly, since becoming a registered holding company in 1998,
Alliant Energy has not been called upon by any guaranteed party to a payment
under any Guarantee.
As its non-utility operations continue to expand, Alliant Energy projects
the need to provide Guarantees in an aggregate principal or face amount up to $1
billion at any time outstanding. Because of the temporary nature of many
Guarantees and the low likelihood that Alliant Energy would ever be called upon
to pay significant amounts under such Guarantees, individually or in the
aggregate, Alliant Energy does not believe that the requested increase in
Guarantee authority will expose it or its Subsidiaries to improper risks.
1.4 Investments in Energy Assets. Two indirect wholly-owned subsidiaries
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of AER, Whiting Petroleum Corporation ("Whiting Petroleum") and Alliant Energy
Industrial Services, Inc., have invested an aggregate of $106.3 million in
Energy Assets. A description of each transaction, including the acquiring
company, the identity of the seller, the nature of the assets acquired, the
location of the assets and the investment amount, is filed herewith as Exhibit
I. AER anticipates that this level of investment activity in Energy Assets will
continue for the foreseeable future and will continue to be focused on Whiting
Petroleum's acquisition of oil and gas production properties. Further, AER
believes that it would be appropriate for the Commission to modify the Financing
Order in order to allow Whiting Petroleum and other Non-Utility Subsidiaries to
invest in oil and gas exploration and production operations in Canada as well as
the United States. Accordingly, during the remainder of the Authorization
Period, AER requests authorization to invest through Non-Utility Subsidiaries an
additional $220 million in Energy Assets or in the equity securities of existing
or new companies substantially all of whose physical properties consist or would
consist of Energy Assets, including oil and gas exploration and production
operations in Canada. All other terms conditions and restrictions set forth in
the Financing Order will continue to apply.
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To the extent required, Alliant Energy will supply funds to AER in order to
finance the increased investments in Energy Assets. Alliant Energy will obtain
the necessary funds by issuing equity and debt securities as currently
authorized under the Financing Order and/or short-term debt, as authorized by
the Commission in File No. 70-9317. Alliant Energy is not requesting any
additional financing authority in this Post-Effective Amendment.
1.5 Release of Jurisdiction. Subsequent to the date of the Financing
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Order, the Commission issued an order in an unrelated proceeding approving the
transfer of proceeds of financing by a financing entity to a registered holding
company by dividend, loan or other distribution. See The Southern Company,
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Holding Co. Act Release No. 27134 (Feb. 9, 2000). In that case, the Commission
held that the upstream transfer of funds to Southern Company by an entity formed
exclusively for the purpose of serving as the vehicle by which Southern Company
may seek to raise capital would not violate the prohibition in Section 12(a) of
the Act on loans or extensions of credit to a registered holding company, even
if the transfer is booked as a loan. Alliant Energy's proposal is in all
material respects identical to the proposal approved by the Commission in
Southern Company. It is therefore appropriate that the Commission release
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jurisdiction heretofore reserved over this matter.
1.6 Effect on Financing Order. Except to the extent provided above, all of
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the terms, conditions and limitations contained in the Financing Order shall
continue to apply.
ITEM 2. FEES COMMISSIONS AND EXPENSES.
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The estimated fees, commissions and expenses to be incurred in connection
with the filing of this Post-Effective Amendment are $10,000.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
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The proposed transactions are subject to Sections 6(a), 7, 9(a), 10, 12(b)
and 32(h) of the Act and Rules 45, 53 and 54 thereunder.
Rule 53/54 Analysis. Rule 53 limits the use of proceeds from the issuance
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of any securities (including any guarantees) by a registered holding company to
finance investments in any "exempt wholesale generator" ("EWG"), as defined in
Section 32 of the Act, and Rule 54 provides that, in determining whether to
approve any transaction that does not relate to an EWG or "foreign utility
company" ("FUCO"), as defined in Section 33, the Commission shall not consider
the effect of the capitalization or earnings of any subsidiary that 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 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 its domestic
public-utility subsidiaries' personnel to render services to EWGs and FUCOs, and
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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.
Accordingly, Rule 53(c) is by its terms inapplicable.
ITEM 4. REGULATORY APPROVAL.
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No state commission and no federal commission, other than this Commission,
has jurisdiction over the proposed transaction.
ITEM 5. PROCEDURE.
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The applicants request that the Commission issue a notice of the proposed
transactions as soon as practicable, that the Commission's supplemental order in
this proceeding be issued as soon as is permitted by the Commission's rules, and
that there be no 30-day waiting period between the issuance of the Commission's
supplemental order and the date on which it is to become effective. The
applicants hereby waive a recommended decision by a hearing or other responsible
officer of the Commission and consent that the Division of Investment Management
may assist with the preparation of the Commission's decision and/or order with
respect to this matter unless such Division opposes the matters covered hereby.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
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(a) Exhibits
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H-2 Proposed Form of Federal Register Notice.
I List of Investments in Energy Assets Since Date of
Financing Order.
(b) Financial Statements.
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FS-1 Balance Sheet of Alliant Energy and consolidated
subsidiaries, as of December 31, 1999 (incorporated by
reference to the Annual Report on Form 10-K of Alliant
Energy for the year ended December 31, 1999) (File No.
1-9894).
FS-2 Statement of Income of Alliant Energy and consolidated
subsidiaries for the year ended December 31, 1999
(incorporated by reference to the Annual Report on Form
10-K of Alliant Energy for the year ended December 31,
1999) (File No. 1-9894).
FS-3 Balance Sheet of Alliant Energy and consolidated
subsidiaries, as of June 30, 2000 (incorporated by
reference to the Quarterly Report on Form 10-Q of
Alliant Energy for the period ended June 30, 2000) (File
No. 1-9894).
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FS-4 Statement of Income of Alliant Energy and consolidated
subsidiaries for the period ended June 30, 2000
(incorporated by reference to the Quarterly Report on
Form 10-Q of Alliant Energy for the period ended June
30, 2000) (File No. 1-9894).
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
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None of the matters that are the subject of this amended Application or
Declaration 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 described
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 amended Application or
Declaration.
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 their behalf by the undersigned thereunto
duly authorized.
ALLIANT ENERGY CORPORATION
ALLIANT ENERGY RESOURCES, INC.
By: /s/ Edward M. Gleason
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Name: Edward M. Gleason
Title: Vice President - Treasurer and
Corporate Secretary
Date: September 1, 2000
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