(As filed September 14, 2000)
File No. 70-9375
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
IES UTILITIES INC.
Alliant Energy Tower
Cedar Rapids, Iowa 52401
(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)
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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>
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
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A. Backround. IES Utilities Inc. ("IES") 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, IES supplied electric service
to approximately 345,000 customers and gas service to approximately 181,000
customers, all in Iowa. For the year ended December 31, 1999, IES had operating
revenues of $800,696,000, of which $627,950,000 were derived from electric
operations, $145,825,000 from gas operations, and $26,921,000 from steam and
other operations. At December 31, 1999, IES had total assets of $1,755,808,000,
including net utility and steam plant assets of $1,300,442,000.
At June 30, 2000, IES's capitalization consisted of (1) 13,370,788
shares of common stock, all of which are held by Alliant Energy; (2) 366,406
shares of cumulative preferred stock, issued in three series and having an
aggregate face amount equal to $18,320,000; and (3) $553,300,000 aggregate
principal amount of long-term debt, as follows: (a) five series of collateral
trust bonds totaling $234,400,000, (b) three series of first mortgage bonds
totaling $111,000,000, (c) obligations with respect to tax-exempt bond
financings totaling $22,900,000, (d) senior unsecured debentures totaling
$135,000,000, and (e) subordinated debentures totaling $50,000,000. IES's
capitalization at June 30, 2000, consisted of 52.8% common equity, 1.7%
preferred stock and 46.0% long-term debt. IES's long-term secured debt is
currently rated A+ by Standard & Poor's and A2 by Moody's.
B. Current Financing Authorization. By order dated November 25,
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1998 (Holding Co. Act Release No. 26945) (the "Current Financing Order"), the
Commission authorized IES to (1) issue and sell from time to time through
December 31, 2000, in one or more series, any combination of (a) collateral
trust bonds ("Trust Bonds"), (b) senior unsecured debentures ("Senior
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Debentures"), and (c) unsecured subordinated debentures ("Subordinated
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 IES's
obligations under any agreement relating to the Tax-Exempt Bonds, IES was also
authorized to (1) issue its non-negotiable promissory note or notes to evidence
the loan to IES 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 Trust 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 (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 Trust Bonds, Senior Debentures, Subordinated Debentures, and Tax-Exempt
Bonds issued shall not exceed $200 million, provided that such amount excludes
the principal amount of any Trust 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 Trust
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 Subordinated Debentures
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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 Trust Bonds, Senior Debentures, Subordinated Debentures and Tax-Exempt
Bonds.
C. Related Proceedings. IES's short-term borrowing needs are met
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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, IES, 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, IES 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, IES proposes
to issue from time to time in one or more transactions Trust 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 $200
million, provided that Trust Bonds issued as collateral for IES'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.
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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 Trust 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 IES to evidence borrowings of the proceeds of the
Tax-Exempt Bonds.
3.2 Rule 54 Analysis. The transactions proposed herein are also
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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.
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The Commission is requested to publish a notice under Rule 23 with
respect to the filing of this Application/Declaration as soon as practicable.
IES 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. IES 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 IES Utilities Inc.
(incorporated by reference to Exhibit 27.2 to IES
Utilities Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, File No. 0-4117-1).
H-1 Form of Federal Register Notice.
B. FINANCIAL STATEMENTS.
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FS-1 Balance Sheet of IES Utilities Inc., as of December 31,
1999 (incorporated by reference to the Annual Report on
Form 10-K of IES Utilities, Inc. for the year ended
December 31, 1999) (File No. 0-4117-1).
FS-2 Statement of Income of IES Utilities Inc., for the year
ended December 31, 1999 (incorporated by reference to
the Annual Report on Form 10-K of IES Utilities, Inc.
for the year ended December 31, 1999) (File No.
0-4117-1).
FS-3 Balance Sheet of IES Utilities Inc., as of June 30, 2000
(incorporated by reference to the Quarterly Report on
Form 10-Q of IES Utilities, Inc. for the quarter ended
June 30, 2000) (File No. 0-4117-1).
FS-4 Statement of Income of IES Utilities Inc., for the
period ended June 30, 2000 (incorporated by reference to
the Quarterly Report on Form 10-Q of IES Utilities, Inc.
for the quarter ended June 30, 2000) (File No.
0-4117-1).
FS-5 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-6 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).
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FS-7 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-8 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.
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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
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.
IES UTILITIES INC.
By: /s/ Edward M. Gleason
------------------------------------
Name: Edward M. Gleason
Title: Vice President - Treasurer and
Corporate Secretary
Date: September 14, 2000
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