SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ALLIANT ENERGY CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1)Title of each class of securities to which transaction applies:
2)Aggregate number of securities to which transaction applies:
3)Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4)Proposed maximum aggregate value of transaction:
5)Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1)Amount Previously Paid:
2)Form, Schedule or Registration Statement No.:
3)Filing Party:
4)Date Filed:
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Your Vote is Important
Alliant Energy Corporation
Proxy Statement
[ALLIANT ENERGY LOGO]
2000 Notice of Annual Meeting
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____________________________________________________________________
ALLIANT ENERGY CORPORATION
ANNUAL MEETING OF SHAREOWNERS
DATE: May 17, 2000
TIME: 1:00 PM, Central
Daylight Savings
Time
LOCATION:Exhibition Hall
Dane County
Exposition Center
1881 Expo Mall
Madison, Wisconsin
____________________________________________________________________
_____________________________________________________________________________
SHAREOWNER INFORMATION NUMBERS
LOCAL CALLS (MADISON, WI AREA)..................................608-252-3110
TOLL FREE NUMBER................................................800-356-5343
_____________________________________________________________________________
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[ALLIANT ENERGY LOGO]
Alliant Energy Corporation
222 West Washington Avenue
P.O. Box 2568
Madison, WI 53701-2568
Phone: 608-252-3110
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
Dear Alliant Energy Corporation Shareowner:
On Wednesday, May 17, 2000, Alliant Energy Corporation (the "Company") will
hold its 2000 Annual Meeting of Shareowners at the Exhibition Hall of the
Dane County Exposition Center, 1881 Expo Mall, Madison, Wisconsin. The
meeting will begin at 1:00 p.m. Central Daylight Savings Time.
Only shareowners of record at the close of business on March 21, 2000 may
vote at this meeting. All shareowners are requested to be present at the
meeting in person or by proxy so that a quorum may be assured. At the
meeting the Company's shareowners will:
1. Elect five directors for terms expiring at the 2003 Annual Meeting of
Shareowners; and
2. Attend to any other business properly presented at the meeting.
The Board of Directors of the Company presently knows of no other business
to come before the meeting.
You may vote via telephone, Internet or fax, or, if you prefer, you may sign
and return the enclosed proxy card. Instructions for voting electronically
are shown on the enclosed proxy card. If you attend the meeting, you may
revoke your proxy at the registration desk and vote in person.
A copy of the 1999 Annual Report of the Company is enclosed.
By Order of the Board of Directors,
/s/ Edward M. Gleason
EDWARD M. GLEASON
Vice President - Treasurer
and Corporate Secretary
Dated, mailed and made available on the
Internet on or about March 27, 2000
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TABLE OF CONTENTS
Questions and Answers............................. 3
Election of Directors............................. 7
Nominees........................................ 7
Continuing Directors............................ 9
Meetings and Committees of the Board............. 12
Compensation of Directors........................ 13
Ownership of Voting Securities................... 16
Compensation of Executive Officers............... 17
Summary Compensation Table..................... 17
Stock Options.................................... 19
Stock Options/SAR Grants in 1999............... 19
Options/SAR Values at December 31, 1999........ 20
Long-Term Incentive Awards in 1999............. 20
Certain Agreements and Transactions.............. 21
Retirement and Employee Benefit Plans............ 23
Report of the Compensation and Personnel
Committee on Executive Compensation............ 28
Comparison of Five Year Cumulative Total Return.. 33
Section 16(a) Beneficial Ownership Reporting
Compliance..................................... 34
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QUESTIONS AND ANSWERS
1. Q: Why am I receiving these materials?
-----------------------------------
A: The Board of Directors of Alliant Energy Corporation (the
"Company") is providing these proxy materials to you in connection
with the Company's Annual Meeting of Shareowners (the "Annual
Meeting"), which will take place on Wednesday, May 17, 2000. As a
shareowner, you are invited to attend the Annual Meeting and are
entitled to and requested to vote on the proposal described in this
proxy statement.
2. Q: What is Alliant Energy Corporation?
-----------------------------------
A: The Company was formed as a result of a three-way merger (the
"Merger") completed on April 21, 1998 involving WPL Holdings, Inc.,
IES Industries Inc. ("IES Industries") and Interstate Power Company.
The first tier subsidiaries of the Company include Wisconsin Power and
Light Company ("WP&L"), IES Utilities Inc. ("IES"), Interstate Power
Company ("IPC") and Alliant Energy Resources, Inc. ("AER").
3. Q Who is entitled to vote at the Annual Meeting?
----------------------------------------------
A: Only shareowners of record at the close of business on March 21,
2000 are entitled to vote at the Annual Meeting. As of the record
date, 79,000,744 shares of the Company's common stock were issued and
outstanding. Each shareowner is entitled to one vote for each share of
the Company's common stock held on the record date.
4. Q: What may I vote on at the Annual Meeting?
-----------------------------------------
A: You may vote on the election of five nominees to serve on the
Company's Board of Directors for terms expiring at the Annual Meeting
of Shareowners in the year 2003.
5. Q: How does the Board of Directors recommend I vote?
-------------------------------------------------
A: The Board of Directors recommends that you vote your shares FOR
each of the nominees.
6. Q: How can I vote my shares?
-------------------------
A: You may vote either in person at the Annual Meeting or by granting
a proxy. If you desire to grant a proxy, then you have four options on
how to vote:
- by telephone;
- by Internet;
- by faxing the proxy card; or
- by mailing the proxy card.
Please refer to the instructions included on your proxy card to vote
by proxy. The grant of a proxy will not affect your right to vote your
shares if you attend the Annual Meeting and desire to vote in person.
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7. Q: How are votes counted?
----------------------
A: In the election of directors, you may vote FOR all of the nominees
or your vote may be WITHHELD with respect to one or more nominees. If
you return your signed proxy card but do not mark the boxes showing
how you wish to vote, your shares will be voted FOR all nominees.
8. Q: Can I change my vote?
---------------------
A: You have the right to revoke your proxy at any time before the
Annual Meeting by:
- providing notice to the Corporate Secretary of the Company
and voting in person at the Annual Meeting; or
- appointing a new proxy prior to the start of the Annual
Meeting.
Attendance at the Annual Meeting will not cause your previously
granted proxy to be revoked unless you specifically so request.
9. Q: What shares are included on the proxy card(s)?
----------------------------------------------
A: Your proxy card(s) covers all of your shares of the Company's
common stock, including any shares held in your account under the
Company's Shareowner Direct Plan. For present or past employees of
IES, your proxy includes any shares held in your account under the IES
Utilities Employee Stock Ownership Plan.
10. Q: How is the Company's common stock held for employees in the
Alliant Energy Corporation 40l(k) Savings Plan voted?
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A: For shares held in the 401(k) Savings Plan, you will receive a
separate form of proxy from the trustee of the Plan.
11. Q: What does it mean if I get more than one proxy card?
----------------------------------------------------
A: If your shares are registered differently and are in more than one
account, then you will receive more than one card. Be sure to vote all
of your accounts to ensure that all of your shares are voted. The
Company encourages you to have all accounts registered in the same
name and address (whenever possible). You can accomplish this by
contacting the Company's Shareowner Services Department at the
Shareowners Information Number shown at the front of this proxy
statement.
12. Q: Who may attend the Annual Meeting and how do I get a ticket?
------------------------------------------------------------
A: All shareowners who owned shares of the Company's common stock on
March 21, 2000 may attend the Annual Meeting. You will be prompted to
indicate your intention to attend the Annual Meeting when voting
electronically, or simply indicate on the reservation portion of the
enclosed proxy card your intention to attend the Annual Meeting and
return it with your signed proxy. No ticket is required.
13. Q: How will voting on any other business be conducted?
---------------------------------------------------
A: The Board of Directors of the Company does not know of any business
to be considered at the 2000 Annual Meeting other than the election of
five directors. If any other business is properly presented at the
Annual Meeting, your voted proxy gives authority to Erroll B. Davis,
Jr., the Company's President and Chief Executive Officer, and Edward
M. Gleason, the Company's Vice President, Treasurer and Corporate
Secretary, to vote on such matters in their discretion.
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14. Q: Where and when will I be able to find the results of the voting?
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A: The results of the voting will be announced at the Annual Meeting.
You may also call the Company's Shareowner Services Department at the
Shareowner Information Numbers shown at the front of this proxy
statement for the results. The Company will also publish the final
results in its Quarterly Report on Form 10-Q for the second quarter of
2000 to be filed with the Securities and Exchange Commission.
15. Q: Are the Company's 1999 Annual Report and these proxy materials
available on the Internet?
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A: Yes. You can access the Company's home page at
www.alliant-energy.com to view the 1999 Annual Report and proxy
materials.
16. Q: How can I access future proxy materials and annual reports on
the Internet?
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A: The Company is offering you the opportunity to consent to receiving
its future proxy materials and annual reports electronically through
the Company's Website.
If you are a shareowner of record, you can choose this option to save
the Company the cost of producing and mailing these documents by
marking the appropriate box on your proxy card or by following the
instructions provided if you vote over the Internet or by telephone.
If you choose to view future proxy materials and annual reports over
the Internet, then you will receive a proxy card in the mail next year
with your instruction containing the Internet address of those
materials. Your choice will remain in effect unless it is revoked by
calling or writing the Company's Shareowner Services Department at the
Shareowner Information Numbers shown at the front of this proxy
statement or at the address of the Company shown on the first page of
this proxy statement.
If you hold your stock through a bank, broker or other holder of
record, please refer to the information provided by that entity for
instructions on how to elect to view future proxy statements and
annual reports over the Internet.
If you consent to electronic access, then you will be responsible for
your usual Internet charges (e.g., online fees) in connection with
electronic viewing of proxy materials and the annual report. The
Company will continue to distribute printed materials to shareowners
who do not consent to access these materials electronically.
17. Q: When are shareowner proposals for the 2001 Annual Meeting due?
--------------------------------------------------------------
A: All shareowner proposals to be considered for inclusion in the
Company's proxy statement for the 2001 Annual Meeting must be received
at the principal office of the Company by November 27, 2000.
In addition, any shareowner who intends to present a proposal from the
floor at the 2001 Annual Meeting must submit the proposal in writing
to the Corporate Secretary of the Company no later than February 10,
2001, which must be accompanied by the information required by the
Company's Bylaws. A proposal may be presented from the floor only
after the Company's Board of Directors has determined that it is a
proper matter for consideration under the Company's Bylaws.
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18. Q: Who are the independent auditors of the Company and how are
they elected?
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A: The Board of Directors has appointed Arthur Andersen LLP as the
Company's independent auditors for 2000. Arthur Andersen LLP acted as
independent auditors for the Company in 1999. Representatives of
Arthur Andersen LLP are expected to be present at the meeting with the
opportunity to make a statement if they so desire and to be available
to respond to appropriate questions.
19. Q: Who will bear the cost of soliciting votes for the Annual
Meeting?
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A: The Company will pay the cost of preparing, assembling, printing,
mailing and distributing these proxy materials. If you choose to
access the proxy materials and/or vote over the Internet or by fax,
then you will be responsible for Internet access charges and fax
charges you may incur. In addition to the mailing of these proxy
materials, the solicitation of proxies or votes may be made in person,
by telephone or by electronic communication by the Company's officers
and employees who will not receive any additional compensation for
these solicitation activities. The Company will pay to banks, brokers,
nominees and other fiduciaries their reasonable charges and expenses
incurred in forwarding the proxy materials to their principals.
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<PAGE>
ELECTION OF DIRECTORS
Five directors will be elected this year for terms expiring in 2003. The
nominees for election as selected by the Nominating and Governance Committee
of the Company's Board of Directors are: Erroll B. Davis, Jr., Lee Liu,
Milton E. Neshek, Robert W. Schlutz and Wayne H. Stoppelmoor. Each of the
nominees is currently serving as a director of the Company. Each person
elected as director will serve until the Annual Meeting of Shareowners of
the Company in 2003 or until his successor has been duly elected and
qualified.
Directors will be elected by a plurality of the votes cast at the meeting
(assuming a quorum is present). Consequently, any shares not voted at the
meeting will have no effect on the election of directors. The proxies
solicited may be voted for a substitute nominee or nominees in the event
that any of the nominees shall be unable to serve, or for good reason will
not serve, a contingency not now anticipated.
Brief biographies of the director nominees and continuing directors follow.
These biographies include their age (as of December 31, 1999), an account of
their business experience and the names of publicly-held and certain other
corporations of which they are also directors. Except as otherwise
indicated, each nominee and continuing director has been engaged in his or
her present occupation for at least the past five years.
NOMINEES
--------
[PHOTO] ERROLL B. DAVIS, JR. Director Since 1982
Age 55 Nominated Term to Expire in 2003
Mr. Davis has been President of the Company since January 1990 and was
elected President and Chief Executive Officer in July 1990. Mr. Davis
joined WP&L in August 1978 and was elected President in July 1987. He
was elected President and Chief Executive Officer of WP&L in August
1988. Mr. Davis has also served as Chief Executive Officer of AER, IES
and IPC since 1998. He is a member of the Boards of Directors of BP
Amoco p.l.c., PPG Industries, Inc. and the Edison Electric Institute.
Mr. Davis has served as a director of WP&L since 1984, of AER since
1988 and of IES and IPC since 1998.
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[PHOTO] LEE LIU Director Since 1998
Age 66 Nominated Term to Expire in 2003
Mr. Liu has served as Chairman of the Board of the Company since 1998.
Mr. Liu will retire as Chairman on April 21, 2000. He was Chairman of
the Board and Chief Executive Officer of IES Industries and Chairman
of the Board and Chief Executive Officer of IES prior to the Merger in
1998. Mr. Liu held a number of professional, management and executive
positions after joining Iowa Electric Light and Power Company (later
known as IES) in 1957. He is a director of McLeodUSA Incorporated,
Principal Financial Group and Eastman Chemical Company. Mr. Liu has
served as a director of IES (or predecessor companies) since 1981 and
of WP&L, IPC and AER since 1998.
[PHOTO] MILTON E. NESHEK Director Since 1986
Age 69 Nominated Term to Expire in 2003
Mr. Neshek has served as Special Consultant to the Kikkoman
Corporation, Tokyo, Japan, since November 1997. In addition, he is
General Counsel, Secretary and Manager of New Market Development,
Kikkoman Foods, Inc., a food products manufacturer in Walworth,
Wisconsin, positions he has held since 1973. Mr. Neshek is a director
of Kikkoman Foods, Inc. and a member of the Walworth County Bar
Association and the State Bar of Wisconsin. Mr. Neshek has served as a
director of WP&L since 1984, of AER since 1994 and of IES and IPC
since 1998.
[PHOTO] ROBERT W. SCHLUTZ Director Since 1998
Age 63 Nominated Term to Expire in 2003
Mr. Schlutz is President of Schlutz Enterprises, a diversified farming
and retailing business in Columbus Junction, Iowa. Mr. Schlutz has
served as a director of IES (or predecessor companies) since 1989 and
of WP&L, IPC and AER since 1998.
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[PHOTO] WAYNE H. STOPPELMOOR Director Since 1998
Age 65 Nominated Term to Expire in 2003
Mr. Stoppelmoor has served as Vice Chairman of the Board of the
Company since the Merger in 1998. Mr. Stoppelmoor will retire as Vice
Chairman on April 21, 2000. Prior to the Merger he was Chairman,
President and Chief Executive Officer of IPC. He retired as President
of IPC on October 1, 1996 and as Chief Executive Officer on January 1,
1997. Mr. Stoppelmoor has served as a director of IPC since 1986 and
of WP&L, IES and AER since 1998.
The Board of Directors unanimously recommends a vote FOR all nominees for
election as directors.
CONTINUING DIRECTORS
--------------------
[PHOTO] ALAN B. ARENDS Director Since 1998
Age: 66 Term Expires in 2002
Mr. Arends is Chairman of the Board of Directors of Alliance Benefit
Group Financial Services Corp. (formerly Arends Associates, Inc.) of
Albert Lea, Minnesota, an employee benefits company that he founded in
1983. He has served as a director of IPC since 1993 and of WP&L, IES
and AER since 1998.
(PHOTO] JACK B. EVANS Director Since 2000
Age: 51 Term Expires in 2001
Mr. Evans is a director and since 1996 has served as President of The
Hall-Perrine Foundation, a private philanthropic corporation in Cedar
Rapids, Iowa. Previously, Mr. Evans was President and Chief Operating
Officer of SCI Financial Group, Inc., a regional financial services
firm. Mr. Evans is a director of Gazette Communications, the Federal
Reserve Bank of Chicago and Nuveen Institutional Advisory Corp., and
Vice Chairman and a director of United Fire and Casualty Company. Mr.
Evans was appointed as director of the Company effective January 1,
2000. He was also appointed to the Board of Directors of IES, IPC,
WP&L and AER.
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[PHOTO] ROCKNE G. FLOWERS Director Since 1981
Age: 68 Term Expires in 2002
Mr. Flowers is President of Nelson Industries, Inc. (a subsidiary of
Cummins Engine Company), a muffler, filter, industrial silencer, and
active sound and vibration control technology and manufacturing firm
in Stoughton, Wisconsin. Mr. Flowers is a director of American Family
Mutual Insurance Company, Janesville Sand and Gravel Company and M&I
Bank of Southern Wisconsin. He has served as a director of WP&L from
1979 to 1990 and since 1994, of AER since 1990, and of IES and IPC
since 1998.
(PHOTO] JOYCE L. HANES Director Since 1998
Age 67 Term Expires in 2001
Ms. Hanes has been a director of Midwest Wholesale Inc., a products
wholesaler in Mason City, Iowa, since 1970 and Chairman of the Board
since December 1997, having previously served as Chairman from 1986 to
1988. She is a director of Iowa Student Loan Liquidity Corp. Ms. Hanes
has served as a director of IPC since 1982 and of WP&L, IES and AER
since 1998.
(PHOTO] KATHARINE C. LYALL Director Since 1994
Age 58 Term Expires in 2002
Ms. Lyall is President of the University of Wisconsin System in
Madison, Wisconsin. She serves on the Boards of Directors of the
Kemper National Insurance Companies, M&I Corporation and the Carnegie
Foundation for the Advancement of Teaching. In addition to her
administrative position, she is a professor of economics at the
University of Wisconsin-Madison. Ms. Lyall has served as a director of
WP&L since 1986, of AER since 1994 and of IES and IPC since 1998.
(PHOTO] ARNOLD M. NEMIROW Director since 1991
Age 56 Term Expires in 2001
Mr. Nemirow is Chairman, President and Chief Executive Officer of
Bowater Incorporated, a pulp and paper manufacturer located in
Greenville, South Carolina. He joined Bowater Incorporated in 1994 as
President and Chief Operating Officer. He became President and Chief
Executive Officer in 1995 and was elected Chairman in 1996. He is a
member of the New York Bar. Mr. Nemirow has served as a director of
WP&L since 1994, of AER since 1991 and of IES and IPC since 1998.
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(PHOTO] JUDITH D. PYLE Director Since 1992
Age 56 Term Expires in 2001
Ms. Pyle is Vice Chair of The Pyle Group, a financial services company
located in Madison, Wisconsin. Prior to assuming her current position,
Ms. Pyle served as Vice Chairman and Senior Vice President of
Corporate Marketing of Rayovac Corporation (a battery and lighting
products manufacturer), Madison, Wisconsin. In addition, Ms. Pyle is
Vice Chairman of Georgette Klinger, Inc. and a director of Uniek, Inc.
Ms. Pyle has served as a director of WP&L since 1994, of AER since
1992 and of IES and IPC since 1998
(PHOTO] ANTHONY R. WEILER Director Since 1998
Age: 63 Term Expires in 2002
In February 2000, Mr. Weiler accepted positions as a consultant with
Pinnacle Marketing and Management Group, Baltimore, Maryland, and as a
Director of Business Development-Consumer Products Business Unit for
Leggett and Platt Corporation, Carthage, Missouri. In addition, Mr.
Weiler also acts as a consultant for other home furnishings
organizations. Prior to assuming his current positions, Mr. Weiler had
been a Senior Vice President for Heilig-Meyers Company, a national
furniture retailer with headquarters in Richmond, Virginia. Mr. Weiler
is a director of the Retail Home Furnishings Foundation. Mr. Weiler
has served as a director of IES (or predecessor companies) since 1979
and of WP&L, IPC and AER since 1998.
We regret that David Q. Reed, a director of IES since 1967 and of the
Company since 1998, passed away on July 27, 1999. Jack B. Evans was
appointed by the Board of Directors as a director to complete Mr. Reed's
term ending in 2001.
Jack R. Newman, who had been a director of IES since 1994 and of the Company
since 1998, retired from his law practice and accepted the position of Vice
President-Federal Relations with the Nuclear Management Company, of which
the Company is a member, effective December 10, 1999. Mr. Newman resigned
from his position as a director of the Company, IES, IPC, WP&L and AER.
Prior to his retirement from the legal practice, Mr. Newman served as legal
counsel to the Company on nuclear issues. Mr. Newman's former law firm,
Morgan, Lewis & Bockius, provides certain legal services to the Company.
Robert D. Ray turned 71 years of age on September 28, 1999. Pursuant to the
mandatory retirement provisions in the Company's Bylaws, Mr. Ray's tenure on
the Board of Directors expires with the 2000 Annual Meeting of Shareowners.
The Company expresses its most sincere thanks and appreciation to Messrs.
Newman and Ray for their many years of service to the Company and for their
valued advice and guidance.
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MEETINGS AND COMMITTEES OF THE BOARD
The full Board of Directors of the Company considers all major decisions of
the Company. However, the Board has established standing Audit, Compensation
and Personnel, and Nominating and Governance Committees, each of which is
chaired by an outside director, so that certain important matters can be
addressed in more depth than may be possible in a full Board meeting. The
following is a description of each of these committees:
Audit Committee
The Audit Committee held two meetings in 1999. This Committee currently
consists of J. L. Hanes (Chair), J. B. Evans, K. C. Lyall, M. E. Neshek and
R. W. Schlutz. The Audit Committee recommends to the Board the appointment
of independent auditors; reviews the reports and comments of the independent
auditors; reviews the activities and reports of the Company's internal audit
staff; and, in response to the reports and comments of both the independent
auditors and internal auditors, recommends to the Board any action which the
Committee considers appropriate.
Compensation and Personnel Committee
The Compensation and Personnel Committee held three meetings in 1999. This
Committee currently consists of A. M. Nemirow (Chair), A. B. Arends, J. D.
Pyle and A. R. Weiler. This Committee sets executive compensation policy;
administers the Company's Long-Term Equity Incentive Plan; reviews the
performance of and approves salaries for officers and certain other
management personnel; reviews and recommends to the Board new or changed
employee benefit plans; reviews major provisions of negotiated employment
contracts; and reviews human resource development programs.
Nominating and Governance Committee
The Nominating and Governance Committee held three meetings in 1999. The
Nominating and Governance Committee currently consists of R. G. Flowers
(Chair), A. B. Arends, J. D. Pyle, R. D. Ray and A. R. Weiler. This
Committee's responsibilities include recommending and nominating new members
of the Board; recommending committee assignments and committee chairpersons;
evaluating overall Board effectiveness; preparing an annual report on Chief
Executive Officer effectiveness; and considering and developing
recommendations to the Board of Directors on other corporate governance
issues. In making recommendations of nominees for election to the Board, the
Nominating and Governance Committee will consider nominees recommended by
shareowners. Any shareowner wishing to make a recommendation should write to
the Corporate Secretary of the Company, who will forward all recommendations
to the Committee. The Company's Bylaws also provide for shareowner
nominations of candidates for election as directors. These provisions
require such nominations to be made pursuant to timely notice (as specified
in the Bylaws) in writing to the Corporate Secretary of the Company.
The Board of Directors held six meetings during 1999. All directors attended
at least 78% of the aggregate number of meetings of the Board and Board
committees on which he or she served.
The Board and each committee conducts performance evaluations annually to
determine its effectiveness and suggests improvements for consideration and
implementation. In addition, Mr. Davis' performance as Chief Executive
Officer is also evaluated by the full Board on an annual basis.
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COMPENSATION OF DIRECTORS
No retainer fees are paid to Messrs. Davis, Liu and Stoppelmoor for their
service on the Company's Board of Directors. In 1999, all other directors
(the "non-employee directors"), each of whom serve on the Boards of the
Company, IES, IPC, WP&L and AER, received an annual retainer of $32,800 for
service on all five Boards. Travel expenses are paid for each meeting day
attended. All non-employee directors were also eligible to receive a 25
percent Company matching contribution in common stock for limited optional
cash purchases, up to $10,000, of the Company's common stock through the
Company's Shareowner Direct Plan. Matching contributions of $2,500 each for
calendar year 1999 were made for the following directors: A. B. Arends, R.
G. Flowers, J. L. Hanes, K. C. Lyall, A. M. Nemirow, M. E. Neshek, J. D.
Pyle, R. D. Ray and R. W. Schlutz. Beginning in 2000, the annual retainer
for each non-employee director has been increased to $45,000 for service on
all five Boards. Of that amount, $25,000 will be paid in cash and $20,000
will be paid in the Company's common stock. The directors have the option to
receive each amount outright (in cash and stock), to have each amount
deposited to their Shareowner Direct Plan account or to a directors'
Deferred Compensation Account or any combination thereof. Effective April
21, 2000, Mr. Liu will retire as an employee of the Company and will be
eligible to receive this annual retainer.
Director's Deferred Compensation Plan
Under the Directors' Deferred Compensation Plan, directors may elect to
defer all or part of their retainer fee. Amounts deposited to a Deferred
Compensation Interest Account earn interest at a rate which is equal to the
greater of the prime rate as reported in The Wall Street Journal, provided
that in no event shall the rate of interest credited for any plan year be
greater than 12% or less than 6%. The balance credited to a director's
Deferred Compensation Interest Account as of any date will be the
accumulated deferred cash compensation and interest that are credited to
such account as of such date. Amounts deposited to a Company Stock Account,
whether they be the cash portion or the stock portion of the directors'
compensation, will earn dividends and those dividends will be reinvested.
Annually, the director may elect that, upon retirement or resignation from
the Board, the Deferred Compensation Account will be paid in a lump sum or
in annual installments for up to 10 years.
Director's Charitable Award Program
The Company maintains a Director's Charitable Award Program for the members
of its Board of Directors beginning after three years of service. The
purpose of the Program is to recognize the interest of the Company and its
directors in supporting worthy institutions, and to enhance the Company's
director benefit program so that the Company is able to continue to attract
and retain directors of the highest caliber. Under the Program, when a
director dies, the Company will donate a total of $500,000 to one qualified
charitable organization, or divide that amount among a maximum of four
qualified charitable organizations, selected by the individual director. The
individual director derives no financial benefit from the Program. All
deductions for charitable contributions are taken by the Company, and the
donations are funded by the Company through life insurance policies on the
directors. Over the life of the Program, all costs of donations and premiums
on the life insurance policies, including a return of the Company's cost of
funds, will be recovered through life insurance proceeds on the directors.
The Program, over its life, will not result in any material cost to the
Company.
-13-
<PAGE>
Director's Life Insurance Program
The Company maintains a split-dollar Director's Life Insurance Program for
non-employee directors, beginning after three years of service, which
provides a maximum death benefit of $500,000 to each eligible director.
Under the split-dollar arrangement, directors are provided a death benefit
only and do not have any interest in the cash value of the policies. The
Life Insurance Program is structured to pay a portion of the total death
benefit to the Company to reimburse the Company for all costs of the
program, including a return on its funds. The Life Insurance Program, over
its life, will not result in any material cost to the Company. The imputed
income allocations reported for each director in 1999 under the Director's
Life Insurance Program were as follows: A. B. Arends- $306, R. G.
Flowers-$442, J. L. Hanes-$485, K. C. Lyall-$391, A. M. Nemirow-$56, M. E.
Neshek-$989, J. R. Newman-$689, and J. D. Pyle-$91, R. D. Ray-$746 and A. R.
Weiler- $159.
Pension Arrangements
Prior to the Merger, Mr. Liu participated in the IES Industries retirement
plan, which plan was transferred to Alliant Energy Corporate Services, Inc.,
a subsidiary of the Company ("Alliant Energy Corporate Services") in
connection with the Merger. Mr. Liu's benefits under the plan have been
"grandfathered" to reflect the benefit plan formula in effect at the time of
the Merger. See "Retirement and Employee Benefit Plans-IES Industries
Pension Plan."
Alliant Energy Corporate Services also maintains a non-qualified
Supplemental Retirement Plan ("SRP") for eligible former officers of IES
Industries who elected to remain under this plan following the Merger. Mr.
Liu participates in the SRP. The SRP generally provides for payment of
supplemental retirement benefits equal to 75% of the officer's base salary
in effect at the date of retirement, reduced by benefits receivable under
the qualified retirement plan, for a period not to exceed 15 years following
the date of retirement. The SRP also provides for certain death benefits to
be paid to the officer's designated beneficiary and benefits if an officer
becomes disabled under the terms of the qualified retirement plan.
Certain Agreements
Mr. Liu has an employment agreement with the Company, pursuant to which Mr.
Liu will serve as Chairman of the Board of the Company until April 21, 2000.
Mr. Liu will thereafter retire as Chairman of the Board of the Company,
although he will continue to serve as a director. Mr. Liu's employment
agreement provides that he receive an annual base salary of not less than
$400,000, and supplemental retirement benefits and the opportunity to earn
short-term and long-term incentive compensation (including stock options,
restricted stock and other long-term incentive compensation) in amounts no
less than he was eligible to receive from IES Industries before the
effective time of the Merger. If the employment of Mr. Liu is terminated
without cause (as defined in the employment agreement) or if Mr. Liu
terminates his employment for good reason (as defined in the employment
agreement), then the Company or its affiliates will continue to provide the
compensation and benefits called for by the employment agreement through the
end of the term of such employment agreement (with incentive compensation
based on the maximum potential awards and with any stock compensation paid
in cash), and all unvested stock compensation will vest immediately. If Mr.
Liu dies or becomes disabled, or terminates his employment without good
-14-
<PAGE>
reason, during the term of his respective employment agreement, then the
Company or its affiliates will pay to Mr. Liu or his beneficiaries or estate
all compensation earned through the date of death, disability or such
termination (including previously deferred compensation and pro rata
incentive compensation based upon the maximum potential awards). If Mr. Liu
is terminated for cause, then the Company or its affiliates will pay his
base salary through the date of termination plus any previously deferred
compensation. However, if any payments to Mr. Liu under his employment
agreement or otherwise are subject to the excise tax on excess parachute
payments under the Internal Revenue Code of 1986, as amended (the "Code"),
then the total payments to be made under Mr. Liu's employment agreement will
be reduced so that the value of these payments he is entitled to receive is
$1 less than the amount that would subject Mr. Liu to the 20% excise tax
imposed by the Code on certain excess payments, or which the Company may pay
without loss of deduction under the Code.
Mr. Stoppelmoor entered into a three-year consulting arrangement with the
Company in connection with the Merger. Under the terms of his consulting
arrangement, Mr. Stoppelmoor receives an annual fee of $324,500 during each
of the first two years and a fee of $200,000 during the third year of the
consulting period. Mr. Stoppelmoor is also entitled to participate in
compensation plans equivalent to those provided the Company's Chairman of
the Board and Chief Executive Officer during the consulting period, subject
to approval by the Compensation and Personnel Committee of the Board.
Although Mr. Stoppelmoor is eligible to participate in the Directors
Charitable Award Program and the Directors Life Insurance Program as a
result of his service as Vice Chairman of the Board of Directors, his
consulting arrangement provides that he will not be eligible to receive any
other compensation otherwise payable to directors of the Company.
-15-
<PAGE>
OWNERSHIP OF VOTING SECURITIES
Listed in the following table are the number of shares of the Company's
common stock beneficially owned by the executive officers listed in the
Summary Compensation Table and all nominees and directors of the Company, as
well as the number of shares owned by directors and executive officers as a
group as of December 31, 1999. The directors and executive officers of the
Company as a group owned less than one percent of the outstanding shares of
common stock on that date. To the Company's knowledge, no shareowner
beneficially owned five percent or more of the Company's outstanding common
stock as of December 31, 1999.
SHARES
BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED(1)
- ------------------------ -------------
Executives(2)
William D. Harvey......................... 51,358(3)
James E. Hoffman.......................... 30,640(3)
Eliot G. Protsch.......................... 50,223(3)
Thomas M. Walker.......................... 14,597(3)
Director Nominees
Erroll B. Davis, Jr....................... 113,022(3)
Lee Liu................................... 89,197(3)
Milton E. Neshek.......................... 13,035
Robert W. Schlutz......................... 4,935
Wayne H. Stoppelmoor...................... 33,423(3)
Continuing Directors
Alan B. Arends............................ 2,664
Jack B. Evans............................. 30,388
Rockne G. Flowers......................... 12,810
Joyce L. Hanes............................ 4,174(3)
Katharine C. Lyall........................ 9,134
Arnold M. Nemirow......................... 12,339
Judith D. Pyle............................ 7,128
Anthony R. Weiler......................... 5,100(3)
All Executives and Directors as a Group
32 people, including those listed above... 721,821(3)
__________
(1) Total shares of Company common stock outstanding as of December 31, 1999
were 78,984,014.
(2) Stock ownership of Mr. Davis is shown with director nominees.
(3) Included in the beneficially owned shares shown are indirect ownership
interests with shared voting and investment powers: Mr. Harvey - 2,035, Mr.
Protsch - 614, Mr. Davis - 6,380, Mr. Evans - 388, Ms. Hanes - 473, Mr. Liu
- 9,755 and Mr. Weiler - 1,148; and stock options exercisable on or within
60 days of December 31, 1999: Mr. Davis - 89,887, Mr. Liu - 34,750, Mr.
Stoppelmoor - 27,156, Mr. Harvey - 27,744, Mr. Hoffman - 13,294, Mr.
Protsch - 27,744 and Mr. Walker - 13,071 (all executive officers and
directors as a group - 389,977).
-16-
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth the total compensation
paid by the Company and its subsidiaries for all services rendered during
1999, 1998 and 1997 to the Chief Executive Officer and the four other most
highly compensated executive officers of the Company or its subsidiaries who
performed policy making functions for the Company.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
-------------------------------------- ----------------------------------
Awards Payouts
----------------------- --------
Securities
Underlying
Other Restricted Options/
Name and Base Annual Stock SARs LTIP All Other
Principal Position Year Salary Bonus(1) Compensation(2) Awards(3) (Shares)(4) Payouts Compensation(5)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Erroll B. Davis, Jr. 1999 $580,000 $ 440,220 $12,526 - 77,657 $ 84,870 $60,188
President and CEO 1998 540,000 - 13,045 - 36,752 - 57,996
1997 450,000 200,800 19,982 - 13,800 - 60,261
- ----------------------------------------------------------------------------------------------------------------------------
William D. Harvey 1999 254,423 116,535 4,565 $ 255,004 17,071 31,365 44,005
Executive 1998 233,846 - 4,699 - 11,406 - 28,642
Vice President 1997 220,000 43,986 14,944 - 5,100 - 33,043
- ----------------------------------------------------------------------------------------------------------------------------
James E. Hoffman 1999 254,423 159,350 - 255,004 17,071 - 26,520
Executive 1998 230,455 - - - 11,406 - 17,119
Vice President 1997 232,200 62,694 - 149,096 - - 16,271
- ----------------------------------------------------------------------------------------------------------------------------
Eliot G. Protsch 1999 254,423 152,898 1,909 255,004 17,071 31,365 32,941
Executive 1998 233,846 - 2,443 - 11,406 - 20,398
Vice President 1997 220,000 51,400 11,444 - 5,100 - 30,057
- ----------------------------------------------------------------------------------------------------------------------------
Thomas M. Walker 1999 244,808 148,960 - - 16,402 - 13,531
Executive Vice 1998 229,846 - 814 - 11,406 - 13,263
President & Chief 1997 230,000 62,100 38,138 - - - 2,367
Financial Officer
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) No bonuses were paid for 1998. The 1999 bonuses were earned in 1999 and
paid in 2000.
(2) Other Annual Compensation for 1999 consists of income tax gross-ups for
reverse split-dollar life insurance.
(3) Prior to the Merger, IES Industries historically made awards of restricted
stock. Certain of these awards vested automatically upon the consummation
of the Merger. The number of shares of restricted stock reflected in this
table that were subject to such automatic vesting consist of 1,006 shares
awarded Mr. Hoffman for 1997. In addition, 3,984 restricted shares were
awarded to Mr. Hoffman in 1997 which will vest on December 31, 2000.
Dividends are paid to Mr. Hoffman on the shares of restricted stock granted
in 1997. In 1999, restricted stock was awarded under the Alliant Energy
Corporation Long-Term Equity Incentive Plan as follows: Mr. Harvey - 9,294
shares, Mr. Hoffman - 9,294 shares and Mr. Protsch - 9,294 shares.
Dividends on shares of restricted stock granted under the Long-Term Equity
Incentive Plan are held in escrow and reinvested in shares of common stock
pending vesting of the underlying restricted stock. In the event that such
restricted stock vests, the participant is then also entitled to receive
the common stock into which the dividends on the restricted stock were
reinvested. The amounts shown in the table above represent the market value
of the restricted stock on the date of grant. The number of shares of
restricted stock held by the officers identified in the table and the
market value of such shares as of December 31, 1999 were as follows: Mr.
Harvey - 9,294 shares ($255,585), Mr. Hoffman - 13,278 shares ($365,145)
and Mr. Protsch - 9,294 shares ($255,585).
-17-
<PAGE>
(4) Awards made in 1999 were in combination with performance share awards as
described in the table entitled "Long-Term Incentive Awards in 1999".
(5) The table below shows the components of the compensation reflected under
this column for 1999:
<TABLE>
<CAPTION>
Erroll B. Davis, Jr. William D. Harvey James E. Hoffman Eliot G. Protsch Thomas M. Walker
------------------- ------------------ ---------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
A. $ 17,400 $ 7,633 $ 1,600 $ 7,633 $ 4,800
B. 7,000 7,000 1,895 0 7,000
C. 22,207 9,467 0 8,640 0
D. 13,581 5,721 0 2,484 0
E. 0 0 873 0 1,351
F. 0 14,184 22,152 14,184 380
Total $ 60,188 $ 44,005 $ 26,520 $32,941 $ 13,531
</TABLE>
A. Matching contributions to 401(k) Plan and Deferred Compensation Plan
B. Financial counseling benefit
C. Split-dollar life insurance reportable income (the split dollar
insurance premiums are calculated using the "foregone interest" method)
D. Reverse split-dollar life insurance
E. Life insurance coverage in excess of $50,000
F. Dividends on restricted stock
-18-
<PAGE>
STOCK OPTIONS
The following table sets forth certain information concerning options
granted during 1999 to the executives named below:
<TABLE>
<CAPTION>
STOCK OPTIONS/SAR GRANTS IN 1999
Potential Realizable
Value at Assumed
Annual Rates of
Stock Appreciation
Individual Grants for Option Term(2)
-------------------------------------------------------- -----------------------
Number of
Securities % of Total
Underlying Options/SARs
Options/ Granted to Exercise or
SARs Employees in Base Price Expiration
Name Granted(1) Fiscal Year ($/Share) Date 5% 10%
---------------------- ----------------------------------------------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
Erroll B. Davis, Jr. 77,657 9.4% $ 29.875 6/1/09 $1,459,175 $3,698,026
William D. Harvey 17,071 2.1% 29.875 6/1/09 320,764 812,921
James E. Hoffman 17,071 2.1% 29.875 6/1/09 320,764 812,921
Eliot G. Protsch 17,071 2.1% 29.875 6/1/09 320,764 812,921
Thomas M. Walker 16,402 2.0% 29.875 6/1/09 308,194 781,063
</TABLE>
(1) Consists of non-qualified stock options to purchase shares of Company
common stock granted pursuant to the Company's Long-Term Equity Incentive
Plan. Options were granted on June 1, 1999, and will fully vest on January
1, 2002. Upon a "change in control" of the Company as defined in the Plan
or upon retirement, disability or death of the option holder, these options
will become immediately exercisable.
(2) The hypothetical potential appreciation shown for the named executives is
required by rules of the Securities and Exchange Commission ("SEC"). The
amounts shown do not represent the historical or expected future
performance of the Company's common stock. In order for the named
executives to realize the potential values set forth in the 5% and 10%
columns in the table above, the price per share of the Company's common
stock would be $48.67 and $77.50, respectively, as of the expiration date
of the options.
-19-
<PAGE>
The following table provides information for the executives named below
regarding the number and value of exercisable and unexercised options. None
of the executives exercised options in fiscal 1999.
<TABLE>
<CAPTION>
OPTION/SAR VALUES AT DECEMBER 31, 1999
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-the-Money Options/SARs
Fiscal Year End at Year end(1)
------------------------------- -------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
-------------------- ------------------------------ --------------------------------
<S> <C> <C> <C> <C>
Erroll B. Davis, Jr. 37,951 115,958 0 0
William D. Harvey 13,152 29,775 0 0
James E. Hoffman 3,802 24,675 0 0
Eliot G. Protsch 13,152 29,775 0 0
Thomas M. Walker 3,802 24,006 0 0
</TABLE>
(1) Based on the closing per share price on December 31, 1999 of Company common
stock of $27.50. Because the price per share on December 31, 1999 was less
than the option price for all of the outstanding options, no options are
considered in-the-money.
Long-Term Incentive Awards -
- -------------------------------
The following table provides information concerning long-term incentive awards
made to the executives named below in 1999.
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE AWARDS IN 1999
Estimated Future Payouts Under
Non-Stock Price-Based Plans
----------------------------------
Number of Performance or
Shares, Units Other Period
or Other Rights Until Maturation Threshold Target Maximum
Name (#)(1) or Payout (#) (#) (#)
------------------- --------------- ---------------- -----------------------------------
<S> <C> <C> <C> <C> <C>
Erroll B. Davis, Jr. 11,649 1/1/02 5,824 11,649 23,298
William D. Harvey 2,987 1/1/02 1,493 2,987 5,974
James E. Hoffman 2,987 1/1/02 1,493 2,987 5,974
Eliot G. Protsch 2,987 1/1/02 1,493 2,987 5,974
Thomas M. Walker 2,870 1/1/02 1,435 2,870 5,740
</TABLE>
(1) Consists of performance shares awarded under the Company's Long-Term Equity
Incentive Plan. These performance shares will vest based on achievement of
specified Total Shareholder Return (TSR) levels as compared with an
investor-owned utility peer group over the period ending January 1, 2002.
Payouts will be made on a one-for-one basis in shares of Company common
stock or cash, subject to modification pursuant to a performance multiplier
which ranges from 0 to 2.00.
-20-
<PAGE>
CERTAIN AGREEMENTS AND TRANSACTIONS
Mr. Davis has an employment agreement with the Company, pursuant to which
Mr. Davis will serve as the Chief Executive Officer of the Company until
April 21, 2003. Mr. Davis will also begin serving as the Chairman of the
Company effective April 21, 2000. Following the expiration of the initial
term of Mr. Davis' employment agreement, his agreement will automatically
renew for successive one-year terms, unless either Mr. Davis or the Company
gives prior written notice of his or its intent to terminate the agreement.
Mr. Davis will also serve as Chief Executive Officer of each subsidiary of
the Company until at least April 21, 2001 and as a director of such
companies during the term of his employment agreement. Pursuant to Mr.
Davis' employment agreement, he is paid an annual base salary of not less
than $450,000. Mr. Davis also has the opportunity to earn short-term and
long-term incentive compensation (including stock options, restricted stock
and other long-term incentive compensation) in amounts no less than he was
eligible to receive before the effective time of the Merger, as well as
supplemental retirement benefits (including continued participation in the
WP&L Executive Tenure Compensation Plan) in an amount no less than he was
eligible to receive before the effective time of the Merger, and life
insurance providing a death benefit of three times his annual salary. If the
employment of Mr. Davis is terminated without cause (as defined in the
employment agreement) or if Mr. Davis terminates his employment for good
reason (as defined in the employment agreement), the Company or its
affiliates will continue to provide the compensation and benefits called for
by the employment agreement through the end of the term of such employment
agreement (with incentive compensation based on the maximum potential awards
and with any stock compensation paid in cash), and all unvested stock
compensation will vest immediately. If Mr. Davis dies or becomes disabled,
or terminates his employment without good reason, during the term of his
respective employment agreement, the Company or its affiliates will pay to
Mr. Davis or his beneficiaries or estate all compensation earned through the
date of death, disability or such termination (including previously deferred
compensation and pro rata incentive compensation based upon the maximum
potential awards). If Mr. Davis is terminated for cause, the Company or its
affiliates will pay his base salary through the date of termination plus any
previously deferred compensation. Under Mr. Davis' employment agreement, if
any payments thereunder constitute an excess parachute payment under the
Code, the Company will pay to Mr. Davis the amount necessary to offset the
excise tax and any applicable taxes on this additional payment.
The Company currently has in effect key executive employment and severance
agreements (the "KEESAs") with certain executive officers of the Company
(including Messrs. Davis, Harvey, Hoffman, Protsch and Walker). The KEESAs
provide that each executive officer who is a party thereto is entitled to
benefits if, within five years after a change in control of the Company (as
defined in the KEESAs), the officer's employment is ended through (i)
termination by the Company, other than by reason of death or disability or
for cause (as defined in the KEESAs), or (ii) termination by the officer due
to a breach of the agreement by the Company or a significant change in the
officer's responsibilities, or (iii) in the case of Mr. Davis' agreement,
termination by Mr. Davis following the first anniversary of the change of
control. The benefits provided are (i) a cash termination payment of two or
-21-
<PAGE>
three times (depending on which executive is involved) the sum of the
officer's annual salary and his or her average annual bonus during the three
years before the termination and (ii) continuation for up to five years of
equivalent hospital, medical, dental, accident, disability and life
insurance coverage as in effect at the time of termination. Each KEESA for
executive officers below the level of Executive Vice President provides that
if any portion of the benefits under the KEESA or under any other agreement
for the officer would constitute an excess parachute payment for purposes of
the Code, benefits will be reduced so that the officer will be entitled to
receive $1 less than the maximum amount which he or she could receive
without becoming subject to the 20% excise tax imposed by the Code on
certain excess parachute payments, or which the Company may pay without loss
of deduction under the Code. The KEESAs for the Chief Executive Officer and
the Executive Vice Presidents (including Messrs. Davis, Harvey, Hoffman,
Protsch and Walker) provide that if any payments thereunder or otherwise
constitute an excess parachute payment, the Company will pay to the
appropriate officer the amount necessary to offset the excise tax and any
additional taxes on this additional payment. Mr. Davis' employment agreement
as described above limits benefits paid thereunder to the extent that
duplicate payments would be provided to him under his KEESA.
-22-
<PAGE>
RETIREMENT AND EMPLOYEE BENEFIT PLANS
Alliant Energy Corporate Services Retirement Plans
Salaried employees (including officers) of the Company are eligible to
participate in a Retirement Plan maintained by Alliant Energy Corporate
Services. In 1998, the Retirement Plan was amended to implement a cash
balance format, thereby changing the benefit calculation formulas and adding
a lump sum distribution option for eligible participants. The Alliant Energy
Cash Balance Pension Plan (the "Plan") bases a participant's defined benefit
pension on the value of a hypothetical account balance. For individuals
participating in the Plan as of August l, 1998, a starting account balance
was created equal to the present value of the benefit accrued as of December
31, 1997, under the Plan's benefit formula prior to the change to a cash
balance approach. That formula provided a retirement income based on years
of credited service and final average compensation for the 36 highest
consecutive months, with a reduction for a Social Security offset. In
addition, individuals participating in the Plan as of August 1, 1998
received a special one-time transition credit amount equal to a specified
percentage varying with age multiplied by credited service and base pay.
For 1998 and thereafter, a participant receives annual credits to the
account equal to 5% of base pay (including certain incentive payments,
pre-tax deferrals and other items), plus an interest credit on all prior
accruals equal to 4% plus a share of the gain on the investment return on
assets in the trust investment for the year.
The life annuity payable under the Plan is determined by converting the
hypothetical account balance credits into annuity form. Individuals who were
participants in the Plan on August 1, 1998 are in no event to receive any
less than what would have been provided under the prior formula, had it
continued, if they terminate on or before August 1, 2008, and do not elect
to commence benefits before the age of 55.
All of the individuals listed in the Summary Compensation Table who
participate in the Plan (Messrs. Davis, Protsch and Harvey) are
"grandfathered" under the prior plans benefit formula. Since their estimated
benefits under that formula are higher than under the Plan formula,
utilizing current assumptions, their benefits would currently be determined
by the prior plan benefit formula. Contributions to the "grandfathered" plan
are determined actuarially, computed on a straight-life annuity basis, and
cannot be readily calculated as applied to any individual participant or
small group of participants. For purposes of the Plan, compensation means
payment for services rendered, including vacation and sick pay, and is
substantially equivalent to the salary amounts reported in the foregoing
Summary Compensation Table. Plan benefits depend upon length of Plan service
(up to a maximum of 30 years), age at retirement and amount of compensation
(determined in accordance with the Plan) and are reduced by up to 50 percent
of Social Security benefits. Credited years of service under the Plan for
covered persons named in the foregoing Summary Compensation Table are as
follows: Erroll B. Davis, Jr., 20 years; Eliot G. Protsch, 20 years; and
William D. Harvey, 12 years. Assuming retirement at age 65, a Plan
participant (in conjunction with the Unfunded Excess Plan described below)
would be eligible at retirement for a maximum annual retirement benefit as
follows:
-23-
<PAGE>
<TABLE>
<CAPTION>
Retirement Plan Table
Average Annual Benefit After Specified Years in Plan*
Annual
Compensation 5 10 15 20 25 30
-------------- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 125,000 $ 10,085 $ 20,171 $ 30,256 $ 40,341 $ 50,427 $ 60,512
150,000 12,377 24,754 37,131 49,508 61,885 74,262
200,000 16,960 33,921 50,881 67,841 84,802 101,762
250,000 21,544 43,087 64,631 86,175 107,718 129,262
300,000 26,127 52,254 78,381 104,508 130,635 156,762
350,000 30,710 61,421 92,131 122,841 153,552 184,262
400,000 35,294 70,587 105,881 141,175 176,468 211,762
450,000 39,877 79,754 119,631 159,508 199,385 239,262
475,000 42,169 84,337 126,506 168,675 210,843 253,012
500,000 44,460 88,921 133,381 177,841 222,302 266,762
525,000 46,752 93,504 140,256 187,008 233,760 280,512
550,000 49,044 98,087 147,131 196,175 245,218 294,262
600,000 53,627 107,254 160,881 214,508 268,135 321,762
650,000 58,210 116,421 174,631 232,841 291,052 349,262
700,000 62,794 125,587 188,381 251,175 313,968 376,762
</TABLE>
__________
* Average annual compensation is based upon the average of the highest 36
consecutive months of compensation. The Plan benefits shown above are net
of estimated Social Security benefits and do not reflect any deductions
for other amounts. The annual retirement benefits payable are subject to
certain maximum limitations (in general, average annual compensation
cannot exceed $160,000 for 1999) under the Code. Amounts that would not
otherwise be payable under the Plan due to this limit are payable under
the Unfunded Excess Plan described below. Under the Plan, if a Plan
participant dies prior to retirement, the designated survivor of the
participant is entitled to a monthly income benefit equal to approximately
50 percent of the monthly retirement benefit which would have been payable
to the participant under the Plan.
-24-
<PAGE>
IES Industries Pension Plan
Prior to the Merger, Messrs. Hoffman and Walker participated in the IES
Industries retirement plan (which plan was transferred to Alliant Energy
Corporate Services in connection with the Merger). Plan benefits payable to
Messrs. Hoffman and Walker have been "grandfathered" to reflect the benefit
plan formula in effect at the time of the Merger. Mr. Hoffman has four years
of credited service under this plan and Mr. Walker has three years of
credited service. Maximum annual benefits payable at age 65 to participants
who retire at age 65, calculated on the basis of straight life annuity, are
illustrated in the following table.
<TABLE>
<CAPTION>
Pension Plan Table
Average of Highest Annual Estimated Maximum Annual Retirement
Salary (Remuneration) Benefits Based on Years of Service
For Three Consecutive
Years Out of the Last Ten 15 20 25 30 35
-------------------------- ------------------------------------------------------
<S> <C> <C> <C> <C> <C>
125,000 26,583 35,444 44,305 53,166 62,027
150,000 32,395 43,194 54,992 64,791 75,590
200,000 44,020 58,694 73,368 88,041 102,715
225,000 49,618 66,156 82,696 99,235 115,774
250,000 50,757 67,676 84,595 101,514 118,433
300,000 50,757 67,676 84,595 101,514 118,433
400,000 50,757 67,676 84,595 101,514 118,433
</TABLE>
Unfunded Excess Plan-Alliant Energy Corporate Services maintains an Unfunded
Excess Plan that provides funds for payment of retirement benefits above the
limitations on payments from qualified pension plans in those cases where an
employee's retirement benefits exceed the qualified plan limits. The
Unfunded Excess Plan provides an amount equal to the difference between the
actual pension benefit payable under the pension plan and what such pension
benefit would be if calculated without regard to any limitation imposed by
the Code on pension benefits or covered compensation.
Unfunded Executive Tenure Compensation Plan-Alliant Energy Corporate
Services maintains an Unfunded Executive Tenure Compensation Plan to provide
incentive for key executives to remain in the service of the Company by
providing additional compensation which is payable only if the executive
remains with the Company until retirement (or other termination if approved
by the Board of Directors). In the case of the Chief Executive Officer only,
in the event that the Chief Executive Officer (1) is terminated under his
employment agreement with the Company as described above other than for
cause, death or disability (as those terms are defined in the employment
agreement), (2) terminates his employment under the employment agreement for
good reason (as such term is defined in the employment agreement), or (3) is
terminated as a result of a failure of the employment agreement to be
renewed automatically pursuant to its terms (regardless of the reason for
such non-renewal), then for purposes of the plan, the Chief Executive
Officer shall be deemed to have retired at age 65 and shall be entitled to
benefits under the plan. Participants in the plan must be designated by the
Chief Executive Officer of the Company and approved by its Board of
Directors. Mr. Davis was the only active participant in the plan as of
-25-
<PAGE>
December 31, 1999. The plan provides for monthly payments to a participant
after retirement (at or after age 65, or with Board approval, prior to age
65) for 120 months. The payments will be equal to 25 percent of the
participant's highest average salary for any consecutive 36-month period. If
a participant dies prior to retirement or before 120 payments have been
made, the participant's beneficiary will receive monthly payments equal to
50 percent of such amount for 120 months in the case of death before
retirement, or if the participant dies after retirement, 50 percent of such
amount for the balance of the 120 months. Annual benefits of $145,000 would
be payable to Mr. Davis upon retirement, assuming he continues in Alliant
Energy Corporate Services' service until retirement at the same salary as
was in effect on December 31, 1999.
Alliant Energy Corporate Services
Supplemental Executive Retirement Plan
The Company maintains an unfunded Supplemental Executive Retirement Plan to
provide incentive for key executives to remain in the service of the Company
by providing additional compensation which is payable only if the executive
remains with the Company until retirement, disability or death. Participants
in the plan must be approved by the Compensation and Personnel Committee of
the Board. The plan provides for payments of 60% of the participant's
average annual earnings (base salary and bonus) for the highest paid three
years out of the last ten years of the participant's employment reduced by
the sum of benefits payable to the officer from the officer's defined
benefit plan. The normal retirement date under the plan is age 62 with at
least ten years of service and early retirement is at age 55 with at least
ten years of service. If a participant retires prior to age 62, the 60%
payment under the plan is reduced by 3% per year for each year the
participant's retirement date precedes his/her normal retirement date. The
actuarial reduction factor will be waived for senior officers who have
attained age 55 and have a minimum of ten years of service in a senior
executive position with the Company. Benefit payments under the plan will be
made for the lifetime of the senior officer, with a minimum of 12 years of
payments if the participant dies after retirement. A postretirement death
benefit of one times the senior executive officer's final average earnings
at the time of retirement will be paid to the designated beneficiary.
Messrs. Davis, Harvey, Hoffman, Protsch and Walker are participants in this
plan. The following table shows payments under the plan, assuming a minimum
of 10 years of service at retirement age.
-26-
<PAGE>
<TABLE>
<CAPTION>
Supplemental Executive Retirement Plan Table
Average
Compensation <10 Years >10 Years*
------------- ------------- -------------
<S> <C> <C>
$ 125,000 $ 0 $ 75,000
150,000 0 90,000
200,000 0 120,000
250,000 0 150,000
300,000 0 180,000
350,000 0 210,000
400,000 0 240,000
450,000 0 270,000
500,000 0 300,000
550,000 0 330,000
600,000 0 360,000
650,000 0 390,000
700,000 0 420,000
750,000 0 450,000
</TABLE>
__________
* Reduced by the sum of the benefit payable from the applicable defined
benefit plan.
Key Employee Deferred Compensation Plan-The Company maintains an unfunded
Key Employee Deferred Compensation Plan under which participants may defer
up to 100% of base salary or incentive compensation. The Company matches up
to 50% of the employee deferral (plus 401(k) contributions up to 6% of pay,
less 401(k) matching contributions). The deferrals and matching
contributions received an annual return to the A-utility bond rate with a
minimum return no less than the prime interest rate published in the Wall
Street Journal. Payments from the plan may be made in lump sums or
installments at the election of the participant. Participants are selected
by the Chief Executive Officer of Alliant Energy Corporate Services. Messrs.
Davis, Harvey, Protsch and Walker participate in the Plan.
-27-
<PAGE>
REPORT OF THE COMPENSATION AND PERSONNEL COMMITTEE
ON EXECUTIVE COMPENSATION
To Our Shareowners:
The Compensation and Personnel Committee (the "Committee") of the Board of
Directors of the Company is currently comprised of four non-employee
directors. The Committee assesses the effectiveness and competitiveness of,
approves the design of, and administers executive compensation programs
within a consistent total compensation framework for the Company. The
Committee also reviews and approves all salary arrangements and other
remuneration for executives, evaluates executive performance, and considers
related matters. To support the Committee in carrying out its mission, an
independent consultant is engaged to provide assistance to the Committee.
The Committee is committed to implementing a total compensation program for
executives that furthers the Company's mission. Therefore, the Committee
adheres to the following compensation policies, which are intended to
facilitate the achievement of the Company's business strategies.
- - Total compensation should enhance the Company's ability to attract, retain
and encourage the development of exceptionally knowledgeable and
experienced executives, upon whom, in large part, the successful operation
and management of the Company depends.
- - Base salary levels should be targeted at a competitive market range paid
to executives of comparable companies. Specifically, the Committee targets
the median (50th percentile) of equally weighted data from utility and
general industry companies.
- - Incentive compensation programs should strengthen the relationship between
pay and performance by emphasizing variable, at-risk compensation that is
consistent with meeting predetermined Company, subsidiary, business unit
and individual performance goals. In addition, incentive levels are
targeted at the median (50th percentile) of equally weighted data from
utility and general industry companies.
Components of Compensation
The major elements of the Company's executive compensation program are base
salary, short-term (annual) incentives and long-term (equity) incentives.
These elements are addressed separately below. In setting the level for each
major component of compensation, the Committee considers all elements of an
executive's total compensation package, including employee benefit and
perquisite programs. The Committee's goal is to provide an overall
compensation package for each executive officer that is competitive to the
packages offered other executives. The Committee has determined that total
executive compensation, including that for Mr. Davis, is in line with
competitive salaries of the comparison groups of companies.
Base Salaries
The Committee annually reviews each executive's base salary. Base salaries
are targeted at a competitive market range (i.e., at the median level) when
comparing both utility and non-utility (general industry) data. Base
salaries are adjusted annually by the Committee to recognize changes in the
market, varying levels of responsibility, prior experience and breadth of
knowledge. Increases to base salaries are driven primarily by market
adjustments for a particular salary level, which generally limit
across-the-board increases. Individual performance factors are not
considered by the Committee in setting base salaries. In 1999, the Committee
reviewed executive salaries for market comparability using utility and
general industry data contained in compensation surveys published by Edison
Electric Institute, American Gas Association and several
compensation-consulting firms. The Committee decided to maintain Mr. Davis'
1999 base salary at the level established in May 1998. The Summary
Compensation Table reflects an annual salary of $580,000 effective May 1,
1998 with compensation from January through April 1998 at the previous
annual salary of $450,000 annually.
-28-
<PAGE>
Short-Term Incentives
The goal of the Company's short-term (annual) incentive programs is to
promote the Committee's pay-for-performance philosophy by providing
executives with direct financial incentives in the form of annual cash or
stock based bonuses based on the achievement of corporate, subsidiary,
business unit and individual performance goals. Annual bonus opportunities
allow the Committee to communicate specific goals that are of primary
importance during the coming year and motivate executives to achieve these
goals. The Committee on an annual basis reviews and approves the program's
performance goals and the relative weight assigned to each goal as well as
targeted and maximum award levels. A description of the short-term incentive
programs available during 1999 to executive officers follows.
Alliant Energy Corporation Management Incentive Compensation Plan-In 1999,
the Alliant Energy Corporation Management Incentive Compensation Plan (the
"MICP") covered utility executives and was based on achieving annual targets
in corporate performance that included an earnings per share ("EPS") target
for the utility businesses, and business unit and individual performance
goals. Target and maximum bonus awards under the MICP in 1999 were set at
the median of the utility and general industry market levels. Targets were
considered by the Committee to be achievable, but required above-average
performance from each of the executives. Actual payment of bonuses, as a
percentage of annual salary, is determined by the level of performance
achieved in each category. Weighting factors are applied to the percentage
achievement under each category to determine overall performance. If a
pre-determined EPS target is not met, there is no bonus payment associated
with the MICP. If the threshold performance for any other performance target
is not reached, there is no bonus payment associated with that particular
category. Once the designated maximum performance is reached, there is no
additional payment for performance above the maximum level. The actual
percentage of salary paid as a bonus, within the allowable range, is equal
to the weighted average percent achievement for all the performance
categories. Potential MICP awards for eligible executives range from 0 to 90
percent of annual salary. The amounts paid under the MICP to eligible
officers included in the Summary Compensation Table are reflected in that
table.
In 1999, Mr. Davis was covered by the MICP. Awards for Mr. Davis under the
MICP in 1999 were based on corporate and strategic goal achievement in
relation to predetermined goals. For each plan year, the Committee
determines the performance apportionment for Mr. Davis. In 1999, that
apportionment was 70 percent for corporate performance and 30 percent for
strategic goal performance. Corporate performance is measured based on a
Company-wide EPS target established at the beginning of the year. Strategic
goals are measured based on the achievement of certain specific goals, which
included strategy development and implementation, established for Mr. Davis
by the Committee. The 1999 MICP award range for Mr. Davis was from 0 to 120
percent of annual salary. Bonuses under the MICP are earned and calculated
in a manner similar to that employed by the MICP. The award earned by Mr.
Davis under the MICP for 1999 is set forth in the Summary Compensation Table.
-29-
<PAGE>
Alliant Energy Resources Annual Incentive Plan-The Alliant Energy Resources
Annual Incentive Plan for 1999 covered non-utility executives and was based
on achieving annual targets in corporate performance (that included an EPS
target for the non-utility businesses), business unit performance (that
included the contribution to EPS by such business unit) and group, unit and
individual performance goals. Target and maximum bonus awards were set at
competitive market levels. Targets were considered by the Committee to be
achievable, but required above-average performance from each of the
executives. Actual payment of bonuses, as a percentage of annual salary, is
determined by the level of performance achieved in each category. Weighting
factors are applied to the percentage achievement under each category to
determine overall performance. If the business unit's EPS contribution to
corporate is below the threshold level, there is no bonus payment associated
with the plan. If the threshold performance for any other performance target
is not reached, there is no bonus payment associated with that particular
category. Once the designated maximum performance is reached for any other
performance target, there is no additional payment for performance above the
maximum level. The actual percentage of salary paid as a bonus, within the
allowable range, is equal to the weighted average percent achievement for
all the performance categories. Potential Alliant Energy Resources Annual
Incentive Plan awards for executives range from 0 to 60 percent of annual
salary. The amounts paid under the Alliant Energy Resources Annual Incentive
Plan to eligible officers included in the Summary Compensation Table are
reflected in that table.
Long-Term Incentives
The Committee strongly believes compensation for executives should include
long-term, at-risk pay to strengthen the alignment of the interests of the
shareowners and management. In this regard, the Alliant Energy Corporation
Long- Term Equity Incentive Plan permits grants of stock options, restricted
stock and performance unit/shares with respect to the Company's common
stock. The Committee believes the Long-Term Equity Incentive Plan balances
the Company's existing compensation programs by emphasizing compensation
based on the long- term successful performance of the Company from the
perspective of the shareowners. A description of the long-term incentive
programs available during 1999 to executive officers under the Long-Term
Equity Incentive Plan is set forth below.
Alliant Energy Corporation Long-Term Incentive Program-The Alliant Energy
Corporation Long-Term Incentive Program covered utility executives and
consisted of the following components: stock options and performance shares.
Stock options provide a reward that is directly tied to the benefit
shareowners receive from increases in the price of the Company's common
stock. The payout from the performance shares is based on the Company's
three-year total return to shareowners relative to an investor-owned utility
peer group. Thus, the two components of the Long-Term Incentive Program
(i.e. stock options and performance shares) provide incentives for
management to produce superior shareowner returns on both an absolute and
relative basis. During 1999, the Committee made a grant of stock options and
performance shares to various executive officers, including Messrs. Davis,
-30-
<PAGE>
Harvey, Hoffman, Protsch and Walker. All option grants had per share
exercise prices equal to the fair market value of a share of Company common
stock on the date the grants were approved. Options vest on a one-third
basis at the beginning of each calendar year after grant and have a ten-year
term from the date of the grant. Executives in the Alliant Energy
Corporation Long-Term Equity Incentive Program were also granted performance
shares. Performance shares will be paid out in shares of the Company's
common stock or cash. The award will be modified by a performance multiplier
which ranges from 0 to 2.00 based on the three-year average of the Company's
total shareowner return relative to an investor-owned utility peer group.
In determining actual award levels under the Alliant Energy Corporation
Long-Term Equity Incentive Program, the Committee was primarily concerned
with providing a competitive total compensation level to officers. As such,
award levels (including awards made to Mr. Davis) were based on a
competitive analysis of similarly sized utility companies that took into
consideration the market level of long-term incentives, as well as the
competitiveness of the total compensation package. Award ranges, as well as
individual award levels, were then established based on responsibility level
and market competitiveness. No corporate or individual performance measures
were reviewed in connection with the awards of options and performance
shares. Award levels were targeted to the median of the range of such awards
paid by comparable companies. In addition, the Committee did not consider
the amounts of options and performance shares already outstanding or
previously granted when making awards for 1999. Mr. Davis' awards in 1999
under this program are shown in the Stock Options/SAR Grants in 1999 Table
and the Long-Term Incentive Awards in 1999 Table.
Alliant Energy Resources Long-Term Incentive Program-The Alliant Energy
Resources Long-Term Incentive Program covered non-utility executives and
consisted of the following components: stock options and performance shares.
Stock options provide a reward that is directly tied to the benefit
shareowners receive from increases in the price of the Company's common
stock. The payout from the performance shares is contingent upon achievement
of specified AER earnings growth. Thus, the two components of the Alliant
Energy Resources Long- Term Incentive Program, (i.e. stock options and
performance shares) provide incentives for management to produce superior
shareowner returns on both an absolute and relative basis. All option grants
had a per share exercise price equal to the fair market value of a share of
Company common stock on the date the grants were approved. Options vest on a
one-third basis at the beginning of each calendar year and have a ten-year
term from the date of the grant. Executives in the Alliant Energy Resources
Long-Term Incentive Program were also granted performance shares.
Performance shares will be paid out in shares of the Company's common stock.
The payment will be modified by a performance multiplier which ranges from 0
to 2.00 based on the AER three-year average growth in EPS contribution to
the Company's EPS.
In determining actual award levels, the Committee was primarily concerned
with providing a competitive total compensation level to officers.
As such, award levels were based on a competitive analysis of
similarly-sized general industry companies that took into consideration the
market level of long-term incentives, as well as the competitiveness of the
total compensation package. Award ranges, as well as individual award
levels, were then established based on responsibility level and market
competitiveness. No corporate or individual performance measures were
reviewed in connection with the awards of options and performance shares.
Award levels were targeted to the median of the range of such awards paid by
comparable companies. In addition, the Committee did not consider the
amounts of options and performance units already outstanding or previously
granted when making awards for 1999.
-31-
<PAGE>
Special Restricted Stock Awards in 1999
To provide selected executives of the Company with severance arrangements
with generally comparable terms relating to any future change in control of
the Company, the Company in 1999 offered new key executive employment and
severance agreements (the "New KEESAs") to such executive officers of the
Company (including Messrs. Davis, Harvey, Hoffman, Protsch and Walker). To
receive a New KEESA, each executive officer (other than Mr. Davis) was
required to cancel existing rights under his or her prior key executive
employment and severance agreement in exchange for a grant of restricted
stock. Mr. Davis did not receive a grant of restricted stock in connection
with the cancellation of his prior key executive employment and severance
agreement. Mr. Walker also did not receive a restricted stock grant because
he did not have a prior key executive employment and severance agreement
under which the existing rights were cancelled. The grants of restricted
stock were valued at one times salary for Executive Vice Presidents of the
Company (including Messrs. Harvey, Hoffman and Protsch) and one-half times
salary for Vice Presidents of the Company. Subject to certain exceptions,
the restricted stock will vest only if the executive remains with the
Company for a period of at least three years.
Stock Ownership Guidelines
In January 1999, the Company established stock ownership guidelines for
executive officers as a way to better align the financial interests of its
officers with those of its shareowners. These officers are expected to make
continuing progress towards compliance with these guidelines and to comply
fully with the guidelines within five years of implementation. Officers are
required to own stock with a value equal to a specified multiple of their
base salaries. Under these guidelines, the requisite multiples are three for
the Chief Executive Officer and Executive Vice Presidents and 1.5 for Vice
Presidents. The Chief Executive Officer retains the right to grant special
dispensation for hardship, promotions or new hires.
Policy with Respect to the $1 Million Deduction Limit
Section 162(m) of the Code generally limits the corporate deduction for
compensation paid to executive officers named in the proxy statement to $1
million unless such compensation is based upon performance objectives
meeting certain regulatory criteria or is otherwise excluded from the
limitation. Based on the Committee's commitment to link compensation with
performance as described in this report, the Committee currently intends to
qualify future compensation paid to the Company's executive officers for
deductibility by the Company under Section 162(m).
Conclusion
The Committee believes the existing executive compensation policies and
programs provide the appropriate level of competitive compensation for the
Company's executives. In addition, the Committee believes that the long and
short term performance incentives effectively align the interests of
executives and shareowners toward a successful future for the Company.
COMPENSATION AND PERSONNEL COMMITTEE
Arnold M. Nemirow (Chair)
Alan B. Arends
Judith D. Pyle
Anthony R. Weiler
-32-
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Rules of the SEC require that the Company show a graphical comparison of the
total return on its common stock for the last five fiscal years with the
total returns of a broad market index and a more narrowly focused industry
or group index. (Total return is defined as the return on common stock
including dividends and stock price appreciation, assuming reinvestment of
dividends.) The Company has selected the Standard & Poors (S&P) 500 Index
for the broad market index and the S&P Utility Index as the industry index.
These indices were selected because of their broad availability and
recognition. The following chart compares the total return of an investment
of $100 in Company common stock on December 31, 1994, with like returns for
the S&P 500 and S&P Utilities indices. Pursuant to SEC rules, the table
reflects only information regarding the common stock of the Company
(formally known as WPL Holdings, Inc.).
[CUMULATIVE TOTAL SHAREHOLDER RETURN PERFORMANCE GRAPH]
Alliant Energy Corporation
Alliant
Energy
Corporation S&P Utilities S&P 500
(LNT) Index Index
-------- ------------- --------
1994 100.00 100.00 100.00
1995 119.46 142.03 137.58
1996 117.07 146.46 169.17
1997 147.87 182.57 225.60
1998 153.62 209.53 290.08
1999 140.47 182.50 351.11
<TABLE>
<CAPTION>
December 31,
1994 1995 1996 1997 1998 1999
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Alliant Energy Corporation $ 100.00 $ 119.46 $ 117.07 $ 147.87 $ 153.62 $ 140.47
S&P Utilities Index $ 100.00 $ 142.03 $ 146.46 $ 182.57 $ 209.53 $ 182.50
S&P 500 Index $ 100.00 $ 137.58 $ 169.17 $ 225.60 $ 290.08 $ 351.11
</TABLE>
-33-
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
The Company's directors, its executive officers and certain other officers
are required to report their ownership of the Company's common stock and
subsidiary preferred stock and any changes in that ownership to the SEC and
the New York Stock Exchange. One report covering one transaction was
inadvertently filed late on behalf of William D. Harvey. To the best of the
Company's knowledge, all required filings in 1999, with the exception of
that filing, were properly made in a timely fashion. In making the above
statements, the Company has relied on the representations of the persons
involved and on copies of their reports filed with the SEC.
By Order of the Board of Directors
/s/ Edward M. Gleason
EDWARD M. GLEASON
Vice President-Treasurer
and Corporate Secretary
-34-
<PAGE>
PROXY CARD
[ALLIANT LOGO] Shareowners Services
P.O. Box 2568
Madison, WI 53701-2568
SHAREOWNER INFORMATION NUMBERS
Local Madison, WI....1-608-252-3110
All Other Areas......1-800-356-5343
Thank you for being an Alliant Energy shareowner.
Please take a moment to vote your shares for the upcoming Annual
Meeting of Shareowners. You can access our home page at
www.alliant-energy.com to view the Annual Report and Proxy Statement.
You can vote in four ways:
OPTION #1: Vote by Telephone: Call toll free 1-800-660-7580 using a touch tone
- --------- phone 24 hours a day, 7 days a week. You will be asked to enter the
Control Number below.
If you wish to vote "For All Directors" as recommended by the Board
of Directors, simply press 1. Please wait for your confirmation.
If you do not wish to vote as the Board recommends, you need only
respond to a few simple prompts.
There is no charge for this call.
______________________________
Your Control Number is:
[TELEPHONE GRAPHIC] [COMPUTER GRAPHIC]
For Telephone/Internet Voting
_______________________________
(Your telephone or Internet vote authorizes the named proxies to
vote your shares in the same manner as if you had marked, signed and
returned your proxy card.)
OPTION #2: Vote by Internet: Access www.proxyvoting.com/alliant and by using
- --------- the Control Number above, respond to a few simple prompts.
OPTION #3: Vote by Fax: Please mark, sign and date this proxy card and fax to
- --------- 608-252-3321.
OPTION #4: Vote by Mail: If you do not desire to vote by touch tone phone,
- --------- Internet, or fax, please mark, sign, date, and return the proxy
card below.
Your telephone, Internet or fax vote must be received by 5 p.m. CST on
May 16, 2000 to be counted in the final tabulation.
(If you vote by telephone, Internet, or fax, please do not mail this card.)
Please Fold and Detach Proxy Card at Perforation if Voting by Mail.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Indicate your vote by an (X) in the appropriat boxes.
<S> <C>
[ ] I (WE) WILL ATTEND THE ANNUAL MEETING. ELECTION OF DIRECTORS:
---------------------
[ ] I (WE) CONSENT TO ACCESS FUTURE NOTICES OF For All Withhold For All
ANNUAL MEETINGS, PROXY STATEMENTS, AND ANNUAL For All Except(*)
REPORTS ELECTRONICALLY ON THE INTERNET, Nominees for terms
INSTEAD OF RECEIVING THESE MATERIALS BY MAIL. ending in 2003: [ ] [ ] [ ]
P 01 Erroll B. Davis, Jr.
R 02 Lee Liu
O 03 Milton E. Neshek
X 04 Robert W. Schultz
Y 05 Wayne H. Stoppelmoor
(*) TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN
THE LIST ABOVE AND MARK AN (X) IN THE "For All Except" BOX.
Please date and sign your name(s) exactly as shown
above and mail promptly in the enclosed envelope.
_________________________________________________ Important: When signing as attorney, executor,
Signature DATE administrator, trustee, or guardian, please give
your full title as such. In the case of JOINT
_________________________________________________ HOLDERS, all should sign.
Signature DATE
</TABLE>
<PAGE>
[BACK SIDE OF PROXY CARD]
"E" IS FOR EASY....AND ELECTRONIC
To access the Annual Report and Proxy Statement on the Internet, please open our
site at www.alliant-energy.com. We encourage you to check out our site to
see how easy and convenient it is. Click on the Annual Report button for the
Annual Report/Proxy Statement. You may print or just view these materials.
Electronic methods cut down on your paperwork. They also reduce our printing and
postage costs which achieves greater shareowner value. If you would like
electronic access to these reports next year and not receive them by mail, be
sure to indicate this when you vote.
Remember, whether or not you are attending the meeting, we encourage you to vote
your shares and again thank you for being an Alliant Energy Shareowner.
********************************************************************************
WHERE AND WHEN
You are invited to attend the Annual Meeting of Shareowners on Wednesday,
May 17, 2000 at 1:00 p.m. at the Dane County Exposition Center, 1881 Expo Way,
Madison, Wisconsin. A light refreshment will be served following the meeting.
********************************************************************************
ALLIANT ENERGY CORPORATION
P.O. BOX 2568
MADISON, WI 53701-2568
_____________________________________________
ANNUAL MEETING OF SHAREOWNERS - MAY 17, 2000
_____________________________________________
The undersigned appoints Erroll B. Davis, Jr. and Edward M. Gleason,
or either of them, attorneys and proxies, with the power of
substitution to vote all shares of stock of Alliant Energy Corporation
(the "Company"), held of record in the name of the undersigned
(including any shares held or credited to the undersigned's account
under the Company's Sharowner Direct Plan and ISU Employee Stock
Ownership Plan) at the close of business on March 21, 2000, at the
Annual Meeting of Shareowners of the Company, to be held at the Dane
County Exhibition Center, Madison, Wisconsin, on May 17, 2000 at 1:00
p.m., and at all adjournments thereof, upon all matters that properly
come before the meeting, including the matters described in the
Company's Notice of Annual Meeting of Shareowners dated March 27, 2000
and accompanying Proxy Statement, subject to any directions indicated
on the reverse side of this card.
This proxy is solicited on behalf of the Board of Directors of Alliant
Energy Corporation.
This proxy when properly executed will be voted in the manner directed
herein by the shareowner.
If no direction is made, the proxies will vote "FOR" the election of
all listed nominess.
