(As filed October 17, 2000)
File No. 70-9375
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
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>
Post-Effective Amendment No. 1 to the Application/Declaration in this
proceeding, as filed September 14, 2000, is hereby amended by restating Item 1 -
Description of Proposed Transaction to read as follows:
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
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December 31, 2000, in one or more series, any combination of (a) collateral
trust bonds ("Trust Bonds"), (b) senior unsecured debentures ("Senior
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 ("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 (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 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 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
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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 will be sold if their fixed interest rate or initial adjustable
interest rate exceeds the Ceiling Rate.
Other material terms and conditions of the Current Financing Order are
as follows:
1. Each series of Trust Bonds, Senior Debentures and Subordinated
Debentures will mature not later than 30 years from the date of issuance.
2. The Tax-Exempt Bonds will mature not later than 30 years from the
first day of the month in which they are initially issued. Payments by IES under
any agreement or any note evidencing a borrowing of the proceeds of the
Tax-Exempt Bonds will correspond to the payments of principal of, premium, if
any, and interest on the related Tax-Exempt Bonds whenever and in whatever
manner the same shall become due, whether at stated maturity, upon redemption or
declaration or otherwise.
3. Any Tax-Exempt Collateral Bonds delivered to the trustee as
security shall be in a principal amount that is equal to either (a) the
principal amount of the Tax-Exempt Bonds, or (b) the sum of the principal amount
of the Tax-Exempt Bonds plus interest payments thereon, and will mature on the
maturity date of the Tax-Exempt Bonds. The Tax-Exempt Collateral Bonds, in the
case of clause (a) above will bear interest at a rate or rates equal to the
interest rate or rates on the Tax-Exempt Bonds and, in the case of clause (b)
above, will be non-interest bearing.
4. Any borrowing by IES under a reimbursement agreement entered into
in connection with obtaining a letter of credit as security for any Tax-Exempt
Bonds will have a term of up to 10 years and bear interest at a rate not
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exceeding: (a) the London Interbank Offered Rate plus up to 2%, (b) the lending
bank's certificate of deposit rate plus up to 1-3/4%, or (c) a rate not to
exceed the prime rate plus 1%.
5. Any insurance policy guaranteeing payment of principal of and
interest on any series of Tax-Exempt Bonds will extend for the term of the
Tax-Exempt Bonds.
6. Any Tax-Exempt Collateral Bonds, letter of credit, or any related
subordinated security interest, any coverage under any insurance policy, or any
guarantee acquired or issued by IES as security or credit enhancement for any
series of Tax-Exempt Bonds shall be in an aggregate amount no greater than the
principal amount of the Tax-Exempt Bonds plus interest and will be designed to
reflect the payment terms and conditions of the Tax-Exempt Bonds.
7. The premium (if any) payable upon the redemption of any Tax-Exempt
Bonds at the option of IES will not exceed the greater of (a) 5% of the
principal amount of the Tax-Exempt Bonds so redeemed, or (b) a percentage of the
principal amount equal to the rate of interest per annum borne by the Tax-Exempt
Bonds. The purchase price payable by or on behalf of IES in respect of
Tax-Exempt Bonds tendered for purchase at the option of the holders thereof will
not exceed 100% of the principal amount thereof plus accrued interest to the
purchase date.
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
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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.
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
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Name: Edward M. Gleason
Title: Vice President - Treasurer and
Corporate Secretary
Date: October 17, 2000
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