(As filed September 14, 2000)
File No. 70-9377
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
INTERSTATE POWER COMPANY
1000 Main Street
P.O. Box 769
Dubuque, Iowa 52004-07691
(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
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ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
-----------------------------------
A. Backround. Interstate Power Company ("IPC") is a wholly-owned
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public-utility subsidiary of Alliant Energy Corporation ("Alliant Energy"), a
registered holding company. At December 31, 1999, IPC supplied electric service
to approximately 167,000 electric customers, including 11 full or partial
requirements wholesale customers, in portions of Iowa, Minnesota and Illinois
and gas service to approximately 50,000 customers, all in Iowa. For the year
ended December 31, 1999, IPC had operating revenues of $342,712,000, of which
$294,988,000 were derived from electric operations and $47,724,000 from gas
operations. At December 31, 1999, IPC had total assets of $662,184,000,
including net utility plant assets of $509,348,000.
At June 30, 2000, IPC's capitalization consisted of (1) 9,777,432
shares of common stock, all of which are held by Alliant Energy; (2) 761,381
shares of cumulative preferred stock, issued in four series and having an
aggregate face amount equal to $38,069,000; and (3) $173,150,000 aggregate
principal amount of long-term debt, as follows: (a) three series of first
mortgage bonds totaling $$144,000,000, and (b) obligations with respect to
tax-exempt bond financings totaling $29,150,000. IPC's capitalization at June
30, 2000, consisted of 51.6% common equity, 8.3% preferred stock and 40.1%
long-term debt. IPC's long-term secured debt is currently rated A+ by Standard &
Poor's and A1 by Moody's.
B. Current Financing Authorization. By order dated November 25,
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1998 (Holding Co. Act Release No. 26946) (the "Current Financing Order"), the
Commission authorized IPC to (1) issue and sell from time to time through
December 31, 2000, in one or more series, any combination of (a) first mortgage
bongs ("First Mortgage Bonds"), (b) senior unsecured debentures ("Senior
Debentures"), and (c) unsecured subordinated debentures ("Subordinated
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Debentures"); and (2) enter into an agreement or agreements for the issuance and
sale of one or more series of tax-exempt bonds ("Tax-Exempt Bonds") for the
financing or refinancing of air and water pollution control facilities and
sewage and solid waste disposal facilities ("Facilities"). As security for IPC's
obligations under any agreement relating to the Tax-Exempt Bonds, IPC was also
authorized to (1) issue its non-negotiable promissory note or notes to evidence
the loan to IPC of the proceeds of the Tax-Exempt Bonds by the issuer thereof,
(2) convey a subordinated security interest in any Facilities that are financed
through the issuance of Tax-Exempt Bonds, (3) issue and pledge one or more new
series of First Mortgage Bonds ("Tax Exempt Collateral Bonds"), (4) acquire and
deliver letters of credit guaranteeing payment of the Tax-Exempt Bonds and enter
into reimbursement agreements with respect to any such letters of credit, (5)
acquire insurance policies guaranteeing payment of the Tax-Exempt Bonds, and/or
(6) provide a direct guarantee of payment of the principal of and premium, if
any, and interest on the Tax-Exempt Bonds.
Under the Current Financing Order, the aggregate principal amount of
the First Mortgage Bonds, Senior Debentures, Subordinated Debentures, and
Tax-Exempt Bonds issued shall not exceed $80 million, provided that such amount
excludes the principal amount of any Tax-Exempt Collateral Bonds issued as
collateral security for Tax-Exempt Bond obligations and any other forms of
collateral related to the Tax-Exempt Bonds. The Current Financing Order provides
that no series of First Mortgage Bonds will be issued at rates in excess of the
lower of 15% per annum or those rates generally obtainable at the time of
pricing for first mortgage bonds having reasonably similar maturities, issued by
companies of the same or reasonably comparable credit quality and having
reasonable similar terms, conditions and features (the "Ceiling Rate"). Further,
the Current Financing Order provides that no series of Senior Debentures or
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Subordinated Debentures will be sold if their fixed interest rate or initial
adjustable interest rate exceeds the Ceiling Rate. Reference is made to the
Current Financing Order for a more complete description of the terms, conditions
and limitations applicable to the First Mortgage Bonds, Senior Debentures,
Unsecured Debentures and Tax-Exempt Bonds.
C. Related Proceedings. IPC's short-term borrowing needs are met
-------------------
through borrowings under the Alliant Energy system utility money pool
arrangement, as authorized in File No. 70-9317. See Holding Co. Act Release No.
26956 (Dec. 18, 1998). Alliant Energy, IPC, and certain other Alliant Energy
subsidiaries have filed a Post-Effective Amendment in that proceeding seeking an
extension through June 30, 2004 in the authority of such companies to fund the
system utility money pool through external borrowings by Alliant Energy and to
make borrowings thereunder.
D. Specific Authorization Requested. In this Post-Effective
--------------------------------
Amendment, IPC requests an extension of the authorization period under the
Current Financing Order from December 31, 2000 to June 30, 2004 ("Extended
Authorization Period"). During the Extended Authorization Period, IPC proposes
to issue from time to time in one or more transactions First Mortgage Bonds,
Senior Debentures, and Subordinated Debentures and to enter into agreements with
respect to Tax-Exempt Bonds in an aggregate principal amount not to exceed $80
million, provided that Tax-Exempt Collateral Bonds issued as collateral for
IPC's obligations with respect to Tax-Exempt Bonds will not count against this
limitation. All other terms, conditions, and limitations contained in the
Original Financing Order, including but not limited to limitations on interest
rates, maturities, and premiums paid upon redemption, will continue to apply.
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ITEM 2. FEES, COMMISSIONS AND EXPENSES.
------------------------------
A statement of the fees, commissions and expenses incurred or to be
incurred in connection with the transactions proposed herein will be filed by
amendment.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
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3.1 General. Sections 6(a), 7 and 32(h) of the Act and Rule 54
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thereunder are applicable to the proposed issuance of the First Mortgage Bonds,
Senior Debentures, and Subordinated Debentures, to the guarantees and other
forms of credit support issued with respect to the Tax-Exempt Bonds, and to the
issuance of any promissory notes by IPC to evidence borrowings of the proceeds
of the Tax-Exempt Bonds.
3.2 Rule 54 Analysis. The transactions proposed herein are also
----------------
subject to Section 32(h)(4) of the Act and Rule 54 thereunder. Rule 54 provides
that, in determining whether to 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 June 30, 2000 was $190 million, or about 15% of Alliant
Energy's "consolidated retained earnings" ($1,243 million for the four quarters
ended June 30, 2000 as defined in Rule 53(a)(1)(ii), and including Alliant
Energy's accumulated other comprehensive income). In addition, Alliant Energy
has complied and will comply with the record-keeping requirements of Rule
53(a)(2), the limitation under Rule 53(a)(3) on the use of the personnel of
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Alliant Energy's domestic public utility subsidiaries 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.
ITEM 4. REGULATORY APPROVALS.
--------------------
No state commission and no federal commission, other than this
Commission, has jurisdiction over the proposed transactions.
ITEM 5. PROCEDURE.
---------
The Commission is requested to publish a notice under Rule 23 with
respect to the filing of this Application/Declaration as soon as practicable.
IPC requests that the Commission's order approving the proposed transactions be
issued as soon as practicable after the notice period and in any event not later
than December 31, 2000. IPC further requests that there should not be a 30-day
waiting period between issuance of the Commission's order and the date on which
the order are to become effective, hereby waives a recommended decision by a
hearing officer or any other responsible officer of the Commission, and consents
that the Division of Investment Management may assist in the preparation of the
Commission's decision and/or orders, unless the Division opposes the matters
proposed herein.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
---------------------------------
A. EXHIBITS.
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A None.
B None.
C None.
D None.
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F Opinion of Counsel. (To be filed by amendment).
G-1 Financial Data Schedule for Alliant Energy Corporation
(incorporated by reference to Exhibit 27.1 to Alliant
Energy Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000, File No. 1-9894).
G-2 Financial Data Schedule for Interstate Power Company.
(To be filed by amendment).
H-1 Form of Federal Register Notice.
B. FINANCIAL STATEMENTS.
--------------------
FS-1 Balance Sheet of Interstate Power Company, as of June
30, 2000.
FS-2 Statement of Income of Interstate Power Company for the
twelve months ended June 30, 2000.
FS-3 Consolidated Balance Sheet of Alliant Energy Corporation
as of December 31, 1999 (incorporated by reference to
the Annual Report on Form 10-K of Alliant Energy
Corporation for the year ended December 31, 1999) (File
No. 1-9894).
FS-4 Consolidated Statement of Income of Alliant Energy
Corporation for the year ended December 31, 1999
(incorporated by reference to the Annual Report on Form
10-K of Alliant Energy Corporation for the year ended
December 31, 1999) (File No. 1-9894).
FS-5 Consolidated Balance Sheet of Alliant Energy Corporation
as of June 30, 2000 (incorporated by reference to the
Quarterly Report on Form 10-Q of Alliant Energy
Corporation for the quarter ended June 30, 2000) (File
No. 1-9894).
FS-6 Consolidated Statement of Income of Alliant Energy
Corporation for the period ended June 30, 2000
(incorporated by reference to the Quarterly Report on
Form 10-Q of Alliant Energy Corporation for the quarter
ended June 30, 2000) (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
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<PAGE>
subject of this Application or Declaration will not result in changes in the
operations of the Applicant that will have an impact on the environment. The
Applicant is 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.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned company has duly caused this Post-Effective
Amendment filed herein to be signed on its behalf by the undersigned thereunto
duly authorized.
INTERSTATE POWER COMPANY
By: /s/ Edward M. Gleason
------------------------------------
Name: Edward M. Gleason
Title: Vice President - Treasurer and
Corporate Secretary
Date: September 14, 2000
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<PAGE>
FS-1 Balance Sheet of Interstate Power Company, as of June 30, 2000.
Interstate Power Company
Balance Sheet
As of June 30, 2000
ASSETS
Utility Plant in Service:
Electric $ 927,476,535
Gas 75,971,087
Other 5,522,338
Less: Accum. Depreciation (515,490,755)
--------------
Total Net Plant in Service 493,479,205
Construction Work in Progress 21,044,934
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Total Utility Plant, Net 514,524,139
Other Property, Plant & Equipment 251,278
Investments:
Cash Surrender Value of Life Insurance 2,037,572
Other Investments 4,670,824
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Total Investments 6,708,396
Current Assets:
Cash 2,234,314
Customer Accounts Receivable 25,425,207
Allowance for Doubtful Accounts (1,082,334)
Accrued Utility Revenue 7,860,566
Notes Receivable - Current 387,432
Accounts Receivable - Intercompany 701,161
Other Accounts Receivable 2,333,454
Production Fuel 21,362,491
Materials & Supplies 5,710,466
Gas in Storage 1,288,142
Regulatory Assets - Current 10,878,169
Cash on Deposit with Trustee 764,971
Prepayments and Other 3,398,496
--------------
Total Current Assets 81,262,535
Other Assets:
Regulatory Assets - Long Term 54,041,355
Notes Receivable - Non-Current 1,013,333
Unamortized Debt Expense 5,313,664
Deferred Charges and Other 201,675
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Total Other Assets 60,570,027
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Total Assets $ 663,316,375
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<PAGE>
Interstate Power Company
Balance Sheet
As of June 30, 2000
CAPITALIZATION AND LIABILITIES
Capitalization:
Common Stock $ 133,166,645
Paid- In-Surplus 9,773,411
Retained Earnings 76,096,448
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Total Common Equity 219,036,504
Preferred Stock (Optional Sinking Fund) 10,819,050
Preferred Stock (Mandatory Sinking Fund) 24,611,798
Long-Term Debt 170,356,816
Advances from Associated Companies 2,917,858
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Total Capitalization 427,742,026
Current Liabilities:
Notes Payable to Associated Companies 50,108,274
Capital Lease Obligations - Current 13,814
Accounts Payable 11,164,556
Accounts Payable - Associated Companies 9,199,858
Accrued Payroll and Vacation 2,557,289
Accrued Interest 2,513,122
Accrued Income Taxes 845,228
Accrued Other Taxes 12,769,929
Environmental Liabilities 1,510,990
Energy Adjustment Clause Balance 2,409,504
Other Current Liabilities 3,119,215
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96,211,779
Deferred Credits and Other Liabilities
Accumulated Deferred Income Taxes 90,025,932
Accumulated Deferred Investment Tax Credits 13,346,475
Pension and Other Benefit Obligations 9,914,263
Capital Lease Obligations - Non-Current 59,205
Environmental Liabilities 14,863,458
Customer Advances for Construction 422,313
Other Long-Term Liabilities 10,730,924
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Total Deferred Credits and Other Liabilities 139,362,570
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Total Capitalization and Liabilities $ 663,316,375
==============
<PAGE>
FS-2 Statement of Income of Interstate Power Company for the twelve months
ended June 30, 2000.
Interstate Power Company
Income Statement
12 Months Ended June 30, 2000
Revenue:
Electric $ 298,455,096
Gas 41,409,493
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Total Revenue 339,864,589
Expenses:
Electric Fuel for Production 51,276,987
Purchased Power 67,832,842
Gas Purchased for Resale 24,620,448
Other Operating Expenses 72,917,482
Maintenance 17,881,601
Depreciation 33,208,304
Property Taxes 11,994,192
Current Income Taxes - Federal 15,908,493
Current Income Taxes - State 3,924,500
Deferred Income Taxes - Federal (1,449,196)
Deferred Income Taxes - State (356,907)
Investment Tax Credits - Net (1,035,589)
Miscellaneous Taxes 2,870,392
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Total Expenses 299,593,549
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Operating Income 40,271,040
Other (Income) and Deductions:
AFUDC - Equity 276,181
Income from Subsidiaries (45,202)
Other (Net) (1,444,101)
Interest Income (557,650)
Current Federal Income Taxes 224,651
Current State Income Taxes 184,376
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Total Other Income and Deductions (1,361,745)
--------------
Income before Interest 41,632,785
Interest Expense:
Interest on Long-Term Debt 13,139,035
Other Interest 440,226
Intercompany Interest Expense 1,895,676
AFUDC-Debt (816,980)
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Total Interest 14,657,957
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Net Income/(Loss) before Dividends 26,974,828
Preferred Dividends 2,848,883
--------------
Net Income for Common Stock $ 24,125,945
==============
