(As filed January 5, 2001)
File No. 70-9455
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 3
("POS-AMC")
to
FORM U-1
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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ALLIANT ENERGY CORPORATION
ALLIANT ENERGY RESOURCES, INC.
222 West Washington Avenue
Madison, Wisconsin 53703
(Names of companies filing this statement and
addresses of principal executive offices)
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ALLIANT ENERGY CORPORATION
(Name of top registered holding company parent)
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Edward M. Gleason, Vice President - Treasurer
and Corporate Secretary
Alliant Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703
(Name and address of agent for service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application or Declaration to:
Barbara J. Swan, General Counsel William T. Baker, Jr., Esq.
Alliant Energy Corporation Thelen Reid & Priest LLP
222 West Washington Avenue 40 West 57th Street
Madison, Wisconsin 53703 New York, New York 10019
<PAGE>
Post-Effective Amendment No. 2, as filed in this proceeding on September 1,
2000, is hereby amended as follows:
1. ITEM 1 - DESCRIPTION OF PROPOSED TRANSACTION, is amended and restated
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to read as follows:
1.1 Background. Alliant Energy Corporation (formerly called Interstate
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Energy Corporation) ("Alliant Energy"), a registered holding company, directly
or indirectly owns all of the outstanding common stock of four public-utility
subsidiaries: Wisconsin Power and Light Company, South Beloit Water, Gas &
Electric Company, Interstate Power Company, and IES Utilities Inc. Together,
these companies provide public-utility service to approximately 919,000 electric
and 393,000 retail gas customers in parts of Wisconsin, Iowa, Minnesota, and
Illinois.
By order dated August 26, 1999 in this proceeding (Holding Co. Act Release
No. 27069) (the "Financing Order"), Alliant Energy, its wholly-owned non-utility
subsidiary, Alliant Energy Resources, Inc. ("AER"), and Alliant Energy's other
direct and indirect non-utility subsidiaries (most of which are held directly or
indirectly by AER) (herein referred to collectively as the "Applicants") were
authorized to engage in a program of external and intrasystem financing and
other related transactions for the period through December 31, 2001 (the
"Authorization Period").1 Among other specific approvals granted under the
Financing Order, the Commission authorized Alliant Energy to enter into
guarantees, obtain letters of credit, enter into expense agreements or otherwise
provide credit support (collectively "Guarantees") with respect to the
obligations of any of its utility or non-utility subsidiaries (collectively,
"Subsidiaries") as may be appropriate to enable any Subsidiary to carry on in
the ordinary course of business, in an aggregate amount not to exceed $600
million outstanding at any one time.2 The Commission also authorized AER or any
present or future non-utility subsidiary ("Non-Utility Subsidiary") of AER to
acquire or construct in one or more transactions non-utility energy assets in
the United States, including natural gas production, gathering, processing,
storage and transportation facilities and equipment, liquid oil reserves and
storage facilities, and associated facilities (collectively, "Energy Assets"),
that would be incidental to the oil and gas exploration and production and
energy marketing, brokering and trading operations of AER's subsidiaries.
Non-Utility Subsidiaries were authorized to invest up to $125 million in Energy
Assets during the Authorization Period or in the equity securities of existing
or new companies substantially all of whose physical properties consist or would
consist of Energy Assets. In addition, the Commission authorized Alliant Energy
and any of its Non-Utility Subsidiaries, including AER, to acquire the equity
securities of one or more entities ("Financing Subsidiaries") organized
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1 On February 4, 2000, the Commission issued a supplemental order clarifying
the terms of the Financing Order as it relates to the determination of the
interest rate on notes issued or guaranteed by Alliant Energy. See Alliant
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Energy Corp., et al., Holding Co. Act Release No. 27130.
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2 The Guarantees authorized in this proceeding are separate from and in
addition to guarantees provided by Alliant Energy in accordance with the
terms of the Commission's orders dated December 18, 1998 (Holding Co. Act
Release No. 26956) and December 15, 2000 (Holding Co. Act Release No.
27304) in File No. 70-9317, which primarily support AER's commercial paper
program.
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specifically for the purpose of facilitating the financing of the activities of
the Non-Utility Subsidiaries, but reserved jurisdiction over the transfer of the
proceeds of any financing by a Financing Subsidiary to Alliant Energy, pending
completion of the record.
1.2 Specific Approvals Requested. The Applicants are now requesting certain
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modifications to the Financing Order. Specifically, the Applicants request (a)
an increase from $600 million to $1 billion in the amount of Guarantees Alliant
Energy may issue at any one time, (b) authority to invest an additional $220
million in Energy Assets, including gas and oil exploration and production
properties in Canada, and (3) a release of jurisdiction previously reserved over
the transfer of proceeds of financing by any Financing Subsidiary to Alliant
Energy.
1.3 Alliant Energy Guarantees. In the ordinary course of the business of
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its Subsidiaries, Alliant Energy is called upon to provide Guarantees for a
variety of financial and non-financial (i.e., contractual) obligations of its
Subsidiaries. The ability to provide Guarantees, when needed, enables Alliant
Energy's Subsidiaries to obtain credit that they could not otherwise obtain on a
stand-alone basis and/or to obtain such credit at a lower effective cost. Also,
by providing Guarantees, Alliant Energy can often minimize the amount of
permanent capital it would otherwise have to invest in its Subsidiaries.
Currently, Alliant Energy has provided Guarantees for obligations of
Subsidiaries in an aggregate principal or face amount of $291,804,374 million.
Approximately $260,026,645 million of this amount represents Guarantees of
indebtedness of Non-Utility Subsidiaries, and approximately $31,777,729 million
represents Guarantees of non-financial obligations of Subsidiaries, including
the obligations of Alliant Energy's energy marketing subsidiary
(Cargill-Alliant, L.L.C.) under various energy trading agreements, obligations
under purchase orders with equipment vendors, and performance bonds. Alliant
Energy believes that its actual exposure under Guarantees of non-financial
obligations of its Subsidiaries is significantly less than the face amount
thereof. Importantly, since becoming a registered holding company in 1998,
Alliant Energy has not been called upon by any guaranteed party to make a
payment under any Guarantee.
As its non-utility operations continue to expand, Alliant Energy projects
the need to provide Guarantees in an aggregate principal or face amount up to $1
billion at any time outstanding. Because of the temporary nature of many
Guarantees and the low likelihood that Alliant Energy would ever be called upon
to pay significant amounts under such Guarantees, individually or in the
aggregate, Alliant Energy does not believe that the requested increase in
Guarantee authority will expose it or its Subsidiaries to improper risks.
1.4 Investments in Energy Assets. Two indirect wholly-owned subsidiaries of
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AER, Whiting Petroleum Corporation ("Whiting Petroleum") and Alliant Energy
Industrial Services, Inc., have invested an aggregate of $124.9 million in
Energy Assets. A description of each transaction, including the acquiring
company, the identity of the seller, the nature of the assets acquired, the
location of the assets and the investment amount, is filed herewith as Exhibit I
(Revised). AER anticipates that this level of investment activity in Energy
Assets will continue for the foreseeable future and will continue to be focused
on Whiting Petroleum's acquisition of oil and gas production properties.
Further, AER believes that it would be appropriate for the Commission to modify
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<PAGE>
the Financing Order in order to allow Whiting Petroleum and other Non-Utility
Subsidiaries to invest in oil and gas exploration and production operations in
Canada as well as the United States. Accordingly, during the remainder of the
Authorization Period, AER requests authorization to invest through Non-Utility
Subsidiaries an additional $220 million in Energy Assets or in the equity
securities of existing or new companies substantially all of whose physical
properties consist or would consist of Energy Assets, including oil and gas
exploration and production operations in Canada. All other terms conditions and
restrictions set forth in the Financing Order will continue to apply.
To the extent required, Alliant Energy will supply funds to AER in order to
finance the increased investments in Energy Assets. Alliant Energy will obtain
the necessary funds by issuing equity and debt securities as currently
authorized under the Financing Order and/or short-term debt, as authorized by
the Commission in File No. 70-9317. Alliant Energy is not requesting any
additional financing authority in this Post-Effective Amendment.
1.5 Release of Jurisdiction. Subsequent to the date of the Financing Order,
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the Commission issued an order in an unrelated proceeding approving the transfer
of proceeds of financing by a financing entity to a registered holding company
by dividend, loan or other distribution. See The Southern Company, Holding Co.
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Act Release No. 27134 (Feb. 9, 2000). In that case, the Commission held that the
upstream transfer of funds to Southern Company by an entity formed exclusively
for the purpose of serving as the vehicle by which Southern Company may seek to
raise capital would not violate the prohibition in Section 12(a) of the Act on
loans or extensions of credit to a registered holding company, even if the
transfer is booked as a loan. Alliant Energy's proposal is in all material
respects identical to the proposal approved by the Commission in Southern
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Company. It is therefore appropriate that the Commission release jurisdiction
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heretofore reserved over this matter.
1.6 Effect on Financing Order. Except to the extent provided above, all of
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the terms, conditions and limitations contained in the Financing Order shall
continue to apply.
2. Item 3 - Applicable Statutory Provisions, is amended and restated to
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read as follows:
The proposed transactions are subject to Sections 6(a), 7, 9(a), 10, 12(b)
and 32(h) of the Act and Rules 45, 53 and 54 thereunder.
Rule 53/54 Analysis. Rule 53 limits the use of proceeds from the issuance
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of any securities (including any guarantees) by a registered holding company to
finance investments in any "exempt wholesale generator" ("EWG"), as defined in
Section 32 of the Act, and Rule 54 provides that, in determining whether to
approve any transaction that does not relate to an EWG or "foreign utility
company" ("FUCO"), as defined in Section 33, the Commission shall not consider
the effect of the capitalization or earnings of any subsidiary that is an EWG or
FUCO upon the registered holding company system if paragraphs (a), (b) and (c)
of Rule 53 are satisfied.
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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 September 30, 2000 was $201.7 million, or about 16% of Alliant
Energy's "consolidated retained earnings" ($1,263.4 million for the four
quarters ended September 30, 2000 as defined in Rule 53(a)(1)(ii) and including
Alliant Energy's accumulated other comprehensive income). In addition, Alliant
Energy has complied and will comply with the record-keeping requirements of Rule
53(a)(2), the limitation under Rule 53(a)(3) on the use of its domestic
public-utility subsidiaries' personnel to render services to EWGs and FUCOs, and
the requirements of Rule 53(a)(4) concerning the submission of copies of certain
filings under the Act to retail regulatory commissions. Finally, none of the
circumstances described in Rule 53(b) has occurred or is continuing.
Accordingly, Rule 53(c) is by its terms inapplicable.
3. The following revised exhibit is hereby filed as part of ITEM 6 -
EXHIBITS AND FINANCIAL STATEMENTS:
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(a) Exhibits
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I List of Investments in Energy Assets Since Date of Financing
Order (Revised).
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned companies have duly caused this Post-Effective
Amendment filed herein to be signed on their behalf by the undersigned thereunto
duly authorized.
ALLIANT ENERGY CORPORATION
ALLIANT ENERGY RESOURCES, INC.
By: /s/ Edward M. Gleason
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Name: Edward M. Gleason
Title: Vice President - Treasurer and
Corporate Secretary
Date: January 5, 2001
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