(As filed May 5, 2000)
File No. 70 -9323
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
("POS-AMC")
to
FORM U-1
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
ALLIANT ENERGY CORPORATION
Alliant Energy Resources, Inc.
222 West Washington Avenue
Madison, Wisconsin 53703
HEARTLAND PROPERTIES, INC.
122 West Washington Avenue, 6th Floor
Madison, Wisconsin 53703
(Names of companies filing this statement and
addresses of principal executive offices)
---------------------------------------------------
ALLIANT ENERGY CORPORATION
(Name of top registered holding company parent)
----------------------------------------------------
Edward M. Gleason
Vice President - Treasurer and
Corporate Secretary
Alliant Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703-0192
(Name and address of agent for service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application or Declaration to:
Barbara J. Swan, General Counsel William T. Baker, Jr., Esq.
Alliant Energy Corporation Thelen Reid & Priest LLP
222 West Washington Avenue 40 West 57th Street
Madison, Wisconsin 53703-0192 New York, New York 10019
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ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
------------------------------------
Alliant Energy Corporation ("Alliant Energy") is a registered holding
company under the Public Utility Holding Company Act of 1935 (the "Act"). Its
direct and indirect public utility subsidiaries are: Wisconsin Power & Light
Company ("WP&L"), South Beloit Water, Gas and Electric Company, IES Utilities
Inc. and Interstate Power Corporation (collectively the "Operating Companies").
Together, the Operating Companies provide service to approximately 919,000
electric and 394,000 gas utility customers in portions of Wisconsin, Iowa,
Minnesota and Illinois. Alliant Energy's non-utility subsidiaries include
Alliant Energy Resources, Inc. ("AER"), which serves as a holding company for
many of Alliant Energy's non-utility subsidiaries, and Heartland Properties,
Inc. ("HPI"), which holds, directly and indirectly through subsidiaries of its
own, investments in limited partnerships organized specifically to invest in
low-income, multi-family housing projects which qualify for Low Income Housing
Tax Credits ("LIHTC") under section 42 of the Internal Revenue Code ("Code").
Alliant Energy, AER and HPI are hereinafter referred to as the "Applicants."
In its order of April 14, 1998 (Holding Company Act Release No. 26856) (the
"Merger Order") approving the combination of the Operating Companies under
Alliant Energy (then named WPL Holdings, Inc.), the Commission determined that
the existing investments of HPI and its subsidiaries in 84 separate LIHTC
properties in the Operating Companies' service territory were permitted under
Section 9(c)(3) of the Act, as HPI's interests in these properties were acquired
for the purpose of obtaining tax credits, would not involve any new development
efforts, and were passive in nature. Seventeen of the 84 properties held at the
time of the Merger Order are owned by Heartland Properties Equity Investment
Fund I, a Wisconsin Limited Partnership (the "Fund"), which was formed in 1993
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to acquire and hold LIHTC properties that HPI sponsored. The Fund, in turn,
holds limited partnership interests ranging between 88.89% and 99% in several
other limited partnerships that own the seventeen projects. All of these
projects are located in Wisconsin. Heartland Fund I, Inc., a wholly owned
subsidiary of HPI, is the general partner of the Fund, with a 1% interest. The
sole limited partner in the Fund, with a 99% interest, is Minnesota Life
Insurance Company ("MIMLIC"). Of the seventeen individual projects, eight are
located in WP&L's retail service territory; the other nine, which are located in
Eau Claire, Wausau, Grand Chute, Kiel, Sussex and Cudahy, Wisconsin, are outside
WP&L's retail service area.
By order dated August 13, 1999 (Holding Company Act Release No. 27060) in
this proceeding (the "Current Order"), the Applicants were authorized to
acquire, through HPI, additional interests in LIHTC properties. Under the
Current Order, the Applicants are authorized to invest $50 million from time to
time over a five-year period to acquire additional LIHTC properties in the
Alliant Energy service territory. As of March 31, 2000, Heartland had invested
approximately $4 million of this authorized amount in new LIHTC properties.
HPI has been approached by MIMLIC about the possibility of selling its
limited partnership interest in the Fund to HPI. HPI and MIMLIC have reached a
tentative agreement on the terms and conditions for the transaction. In order to
consummate the transaction, however, the Applicants require a modification to
the terms of the Current Order that would permit the Applicants to invest in
LIHTC projects outside the Alliant Energy service area. The purchase price for
MIMLIC's partnership interest (approximately $10.7 million), when combined with
other investments the Applicants have made to date, will be within the
investment limitation contained in the Current Order. Accordingly, no
modification to the investment limitation in the Current Order is needed or
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sought. Further, the Applicants represent that the requested modification to the
Current Order, if granted, will not be relied upon to make any other investment.
In support of the requested modification, the Applicants reiterate that
HPI (through a subsidiary) is already an investor in the Fund, and that the
Commission specifically held in the Merger Order that HPI's interest in the Fund
is permitted under the standards of Section 9(c)(3) of the Act. Further, the Act
does not per se bar investments in LIHTC properties that are located outside the
service area of a registered holding company's utility subsidiaries. Indeed, in
an earlier case, the Commission authorized a subsidiary of a registered holding
company to invest in LIHTC properties located anywhere in the state in which the
subsidiary operated. See Georgia Power Co., Holding Company Act Release No.
26220 (January 24, 1995). In this case, the nine properties are located in
communities that are in reasonably close proximity to WP&L's retail service area
in south central Wisconsin. While WP&L does not serve those communities, the
Applicants have a sufficiently strong interest in the economic and social
welfare of the region in which the nine projects are located to warrant this
investment. Finally, the projects held by the Fund are completed and under
active management. Hence, HPI's increased investment in these projects will not
entail any new development efforts.
ITEM 2. FEES COMMISSIONS AND EXPENSES.
------------------------------
The estimated fees, commissions and expenses to be incurred in connection
with the filing of this Post-Effective Amendment are $5,000.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
-------------------------------
The proposed transaction is subject to Section 9(c)(3) of the Act. The
standards of Section 9(c)(3) were addressed in the original
Application/Declaration in this proceeding.
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ITEM 4. REGULATORY APPROVAL.
--------------------
No state commission and no federal commission, other than this Commission,
has jurisdiction over the proposed transaction.
ITEM 5. PROCEDURE.
----------
Applicants request that the Commission's supplemental order in this
proceeding be issued as soon as is permitted by the Rules and that there be no
30-day waiting period between the issuance of the Commission's supplemental
order and the date on which it is to become effective. Applicants submit that it
is unnecessary for the Commission publish a notice of the proposed transaction
as all aspects thereof were contemplated as a part of the original transaction
approved in the Current Order, and the requested modification to the Current
Order is not material. Applicants hereby waive a recommended decision by a
hearing or other responsible officer of the Commission and consent that the
Division of Investment Management may assist with the preparation of the
Commission's decision and/or order with respect to this matter unless such
Division opposes the matters covered hereby.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
---------------------------------
(a) Exhibits
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A Limited Partnership Agreement for Heartland Properties Equity
Investment Fund I (filed confidentially pursuant to Rule 104).
(b) Financial Statements.
--------------------
1. Balance Sheet of Alliant Energy and consolidated subsidiaries,
as of December 31, 1999 (incorporated by reference to the
Annual Report on Form 10-K of Alliant Energy for the year
ended December 31, 1999) (File No. 1-9894).
2. Statement of Income of Alliant Energy and consolidated
subsidiaries for the period ended December 31, 1999
(incorporated by reference to the Annual Report on Form 10-K
of Alliant Energy for the year ended December 31, 1999)
(File No. 1-9894).
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ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
---------------------------------------
None of the matters that are the subject of this Application or Declaration
involve a "major federal action" nor do they "significantly affect the quality
of the human environment" as those terms are used in section 102(2)(C) of the
National Environmental Policy Act. The transaction that is the subject of this
Application or Declaration will not result in changes in the operation of the
Applicants that will have an impact on the environment. The Applicants are not
aware of any federal agency that has prepared or is preparing an environmental
impact statement with respect to the transactions that are the subject of this
Application or Declaration.
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SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned companies have duly caused this statement
filed herein to be signed on their behalf by the undersigned thereunto duly
authorized.
ALLIANT ENERGY CORPORATION
By: /s/ Edward M. Gleason
---------------------
Name: Edward M. Gleason
Title: Vice President - Treasurer and Corporate
Secretary
ALLIANT ENERGY RESOURCES, INC.
By: /s/ Edward M. Gleason
---------------------
Name: Edward M. Gleason
Title: Vice President - Treasurer and Corporate
Secretary
HEARTLAND PROPERTIES, INC.
By: /s/ Ruth A. Domack
---------------------
Name: Ruth A. Domack
Title: President
Date: May 5, 2000
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