-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GKvLyw9Ffbee7/WKKtY8Yr6DqSH2hfXrIlCs+LUu5m129zUxP3YeWPd91P04bFHU bM8lyNTxnfxxUGpgmzImNw== /in/edgar/work/20000914/0000950120-00-000249/0000950120-00-000249.txt : 20000922 0000950120-00-000249.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950120-00-000249 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE POWER CO CENTRAL INDEX KEY: 0000051720 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] IRS NUMBER: 420329500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: SEC FILE NUMBER: 070-09377 FILM NUMBER: 722941 BUSINESS ADDRESS: STREET 1: 1000 MAIN ST STREET 2: PO BOX 769 CITY: DUBUQUE STATE: IA ZIP: 52004-0769 BUSINESS PHONE: 3195825421 MAIL ADDRESS: STREET 1: 1000 MAIN ST STREET 2: PO BOX 769 CITY: DUBUQUE STATE: IA ZIP: 52001 POS AMC 1 0001.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM U-1 (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) --------------------------------------------------- ALLIANT ENERGY CORPORATION (Name of top registered holding company parent) ---------------------------------------------------- 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 ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION. ----------------------------------- A. Backround. Interstate Power Company ("IPC") is a wholly-owned --------- 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, ------------------------------- 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 -2- 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 -3- 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. -4- 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. ------------------------------- 3.1 General. Sections 6(a), 7 and 32(h) of the Act and Rule 54 ------- 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 -5- 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. -------- A None. B None. C None. D None. -6- 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 -7- 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 -8- 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 -------------- 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 -------------- 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 -------------- Total Other Assets 60,570,027 -------------- Total Assets $ 663,316,375 ============== 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 -------------- 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 -------------- 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 -------------- 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 -------------- Total Deferred Credits and Other Liabilities 139,362,570 -------------- Total Capitalization and Liabilities $ 663,316,375 ============== 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 -------------- 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 -------------- Total Expenses 299,593,549 -------------- 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 -------------- 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) -------------- Total Interest 14,657,957 -------------- Net Income/(Loss) before Dividends 26,974,828 Preferred Dividends 2,848,883 -------------- Net Income for Common Stock $ 24,125,945 ============== EX-99 2 0002.txt EXHIBIT H-1 Exhibit H-1 PROPOSED FORM OF FEDERAL REGISTER NOTICE SECURITIES AND EXCHANGE COMMISSION (Release No. 35- ) ----- Filings under the Public Utility Holding Company Act of 1935, as amended ("Act") September , 2000 -- Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated thereunder. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendments thereto is/are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by October , 2000 to the Secretary, Securities and Exchange Commission, -- Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) as specified below. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. Any request for hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After October , 2000, the application(s) and/or declaration(s), -- as filed or as amended, may be granted and/or permitted to become effective. * * * * * * INTERSTATE POWER COMPANY (70-9377) - ------------------------ Interstate Power Company ("IPC"), 1000 Main Street, P.O. Box 769, Dubuque, Iowa 52004-07691, a wholly-owned electric and gas utility subsidiary of Alliant Energy Corporation ("Alliant Energy"), a registered holding company, has filed a post-effective amendment to its Application-Declaration in this proceeding pursuant to Sections 6(a), 7, and 32(h) of the Act and Rule 53 thereunder. At December 31, 1999, IPC served approximately 167,000 electric customers in parts of Iowa,, Minnesota, and Illinois, and approximately 50,000 gas 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. 1 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. By order dated November 25, 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 bonds ("First Mortgage 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 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, (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 shall not exceed $80 million, provided that such amount excludes the principal amount of any First Mortgage 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 Subordinated Debentures will be sold if their fixed interest rate or initial adjustable interest rate exceeds the Ceiling Rate. In its post-effective amendment in this proceeding, IPC is requesting 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 Unsecured 2 Debentures and to enter into agreements with respect to Tax-Exempt Bonds in an aggregate principal amount not to exceed $80 million, provided that First Mortgage Bonds issued as collateral for IPC's obligations with respect to Tax-Exempt Bonds will not count against this limitation. IPC states that 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. 3 -----END PRIVACY-ENHANCED MESSAGE-----