(As filed June 30, 2000)
File No. 70 -9323
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
("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)
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ALLIANT ENERGY CORPORATION
(Name of top registered holding company parent)
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Edward M. Gleason
Vice President - Treasurer and
Corporate Secretary
Alliant Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703-0192
(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
<PAGE>
Post-Effective Amendment No. 1, as filed in this proceeding on May 5,
2000, is hereby amended and restated in its entirety to read as follows:
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
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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
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
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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
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 those communities 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.
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<PAGE>
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
-------------------------------
The proposed transaction is subject to Sections 9(c)(3) and 32(h)(4)
of the Act and Rule 54 thereunder. The standards of Section 9(c)(3) were
addressed in the original Application/Declaration in this proceeding.
Rule 54 Analysis. Rule 54 provides that, in determining whether to
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approve any transaction that does not relate to an "exempt wholesale generator"
("EWG") or "foreign utility company" ("FUCO"), as defined in Sections 32 and 33,
respectively, the Commission shall not consider the effect of the capitalization
or earnings of any subsidiary which is an EWG or FUCO upon the registered
holding company system if paragraphs (a), (b) and (c) of Rule 53 are satisfied.
Alliant Energy is in compliance with all requirements of Rule 53(a).
Alliant Energy's "aggregate investment" (as defined in Rule 53(a)(1)(i)) in all
EWGs and FUCOs at March 31, 2000 was $199 million, or about 17% of Alliant
Energy's "consolidated retained earnings" ($1,143 million for the four quarters
ended March 31, 2000 as defined in Rule 53(a)(1)(ii) and including Alliant
Energy's accumulated other comprehensive income). In addition, Alliant Energy
has complied and will comply with the record-keeping requirements of Rule
53(a)(2), the limitation under Rule 53(a)(3) on the use of the Operating
Companies' personnel to render services to EWGs and FUCOs, and the requirements
of Rule 53(a)(4) concerning the submission of copies of certain filings under
the Act to retail regulatory commissions. Finally, none of the circumstances
described in Rule 53(b) has occurred or is continuing. Rule 53(c) is by its
terms inapplicable, as the proposed transaction does not involve the issuance of
securities to finance an investment in any EWG.
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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). (Previously filed).
C-1 Opinion of Counsel.
(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).
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2. Statement of Income of Alliant Energy and consolidated
subsidiaries for the year ended December 31, 1999
(incorporated by reference to the Annual Report on Form 10-K
of Alliant Energy for the year ended December 31, 1999)
(File No. 1-9894).
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
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Name: Edward M. Gleason
Title: Vice President - Treasurer and
Corporate Secretary
HEARTLAND PROPERTIES, INC.
By: /s/ Ruth A. Domack
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Name: Ruth A. Domack
Title: President
Date: June 30, 2000
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