-----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, PJUQP6G3E8xyXeeuDNKbeJ4kg81u5ba9Ud9RYqE7HfEJM+hbhOceF8mCXwGYmKH+ W8YCT9MDnnrWuxi2Ljg8XQ== 0000897069-01-000215.txt : 20010312 0000897069-01-000215.hdr.sgml : 20010312 ACCESSION NUMBER: 0000897069-01-000215 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010306 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IES UTILITIES INC CENTRAL INDEX KEY: 0000052485 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 420331370 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04117 FILM NUMBER: 1565531 BUSINESS ADDRESS: STREET 1: 200 FIRST ST SE STREET 2: IES TOWER CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 BUSINESS PHONE: 3193984411 FORMER COMPANY: FORMER CONFORMED NAME: IOWA ELECTRIC LIGHT & POWER CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IOWA RAILWAY & LIGHT CORP DATE OF NAME CHANGE: 19670629 8-K 1 0001.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2001 IES Utilities Inc. (Exact name of registrant as specified in its charter) Iowa 0-4117-1 42-0331370 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) Alliant Energy Tower 200 First Street, SE, Cedar Rapids, Iowa 52401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 319-398-4411 Item 5. Other Events. ------------ On March 6, 2001, IES Utilities Inc. (the "Company") agreed to sell $200,000,000 aggregate principal amount of its 6 3/4% Series B Senior Debentures due 2011 (the "Senior Debentures") in a public offering through Legg Mason Wood Walker, Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated. The closing for the sale of the Senior Debentures is scheduled for March 12, 2001. The Senior Debentures are registered on a Registration Statement on Form S-3 (Registration No. 333-55906) as filed with the Securities and Exchange Commission. Final versions of the Underwriting Agreement, among the Company and the underwriters named therein, and the Officers' Certificate creating the Senior Debentures are filed herewith. Item 7. Financial Statements and Exhibits. --------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits. --------- The exhibits listed in the accompanying Exhibit Index are filed as part of this Current Report on Form 8-K. Page 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IES UTILITIES INC. Date: March 9, 2001 By: /s/ John E. Kratchmer ------------------------------------- John E. Kratchmer, Corporate Controller and Chief Accounting Officer Page 3 EXHIBIT INDEX ------------- Exhibit Number Description of Exhibit - ------ ---------------------- 1 Underwriting Agreement, dated as of March 6, 2001, by and among IES Utilities Inc. and the underwriters, including Legg Mason Wood Walker, Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated. 4 Officers' Certificate, dated as of March 6, 2001, executed and delivered in connection with the issuance and sale of IES Utilities Inc.'s 6 3/4% Series B Senior Debentures due 2011. Page 4 EX-99.1 2 0002.txt UNDERWRITING AGREEMENT IES UTILITIES INC. UNDERWRITING AGREEMENT March 6, 2001 IES Utilities Inc. Alliant Energy Tower Cedar Rapids, Iowa 52401 1. Purchase and Sale. On the basis of the representations and warranties, and subject to the terms and conditions set forth in this agreement (this "Agreement"), the Underwriters (defined below) shall purchase from IES Utilities Inc. (the "Company"), and the Company shall sell to the Underwriters, severally and not jointly, the principal amount of the Company's 6 3/4% Series B Senior Debentures due 2011, set forth opposite the name of the Underwriters in Schedule I hereto at the price specified in Schedule II hereto (the aggregate principal amount of the debentures described in Schedule II hereto are hereinafter referred to as the "Debentures"). 2. Underwriters. The term "Underwriters", as used herein, shall be deemed to mean Legg Mason Wood Walker, Incorporated ("Legg Mason") and the other several persons, firms or corporations named in Schedule I hereto (including any substituted Underwriters under the provisions of Section 10). All obligations of the Underwriters hereunder are several and not joint. The term "Representative" shall refer to Legg Mason. 3. Representations and Warranties. The Company represents and warrants to and agrees with each of the Underwriters that: (a) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement (Registration Statement No. 333-55906), including a prospectus, relating to $200,000,000 principal amount of senior debentures, including the Debentures. That registration statement, as so filed, has become effective under the Securities Act of 1933, as amended (the "Securities Act"), no stop order suspending the effectiveness of such registration statement is in effect and no proceedings for such purpose are pending before or threatened by the Commission. The term "Registration Statement" means the registration statement in the form in which it became effective, including the exhibits thereto, but including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed by virtue of Rule 430A under the Securities Act to be part of the registration statement at the time it was declared effective. The term "Prospectus" means such final prospectus, in the form first approved by the Representative for filing pursuant to Rule 424(b) under the Securities Act. The term "preliminary prospectus" means any preliminary prospectus included in the registration statement as originally filed or filed with the Commission pursuant to Rule 424(a). As used herein, the terms "Prospectus" and "preliminary prospectus" shall include in each case the documents, if any, incorporated by reference therein. The terms "supplement," "amendment" and "amend" as used herein shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date hereof by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) No order directed to the adequacy of any document incorporated by reference in any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for such purpose are pending before or threatened by the Commission. (c) (i) Each document filed or to be filed pursuant to the Exchange Act and incorporated by reference in any preliminary prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the registration statement, as it became effective, and the Prospectus comply, and, as amended or supplemented, if applicable, will comply, and the Registration Statement will comply, in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) neither any preliminary prospectus nor the Prospectus contains, nor, as amended or supplemented, if applicable, will contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply (A) to statements or omissions in the Registration Statement, any preliminary prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through Legg Mason or its counsel expressly for use therein or (B) to that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended 2 (the "Trust Indenture Act"), of Bank One Trust Company, National Association (the "Trustee"). (d) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of Iowa, has the power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. The Company possesses, and is in compliance with the terms and conditions of, such certificates, authorizations, franchises or permits issued by the appropriate state or federal regulatory authorities or bodies as are necessary to conduct its business as currently conducted, except where a failure to so comply would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; the Company has not received any notice of proceedings relating to the revocation or material modification of any such certificate, authorization, franchise or permit. (e) Each subsidiary of the Company that constitutes a "significant subsidiary" (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Subsidiary" and collectively, "Subsidiaries") has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each such subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims. Each such subsidiary possesses, and is in compliance with the terms and conditions of, such material certificates, authorizations, franchises or permits issued by the appropriate state or federal regulatory authorities or bodies as are necessary to conduct its business as currently conducted, except where a failure to so comply would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; no such subsidiary of the Company has received any notice of proceedings 3 relating to the revocation or material modification of any such certificate, authorization, franchise or permit. (f) This Agreement has been duly authorized, executed and delivered by the Company. (g) The Indenture pursuant to which the Debentures are being issued, as amended and supplemented (the "Indenture"), has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency (including without limitation, all laws relating to fraudulent transfers), reorganizations, moratorium or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (h) The Debentures have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency (including without limitation, all laws relating to fraudulent transfers), reorganizations, moratorium or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (i) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture and the Debentures will not contravene any provision of applicable law or the articles of incorporation or by-laws of the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries, except for such contraventions as would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except for such contraventions as would not have a material adverse effect on the Company and its subsidiaries taken as a whole; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture or the Debentures, except such as have been obtained and except such as may be 4 required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Debentures. (j) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or business prospects of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement). Since the respective dates as of which information is given in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), there have been no transactions entered into, and no obligations or liabilities, contingent or otherwise, incurred, by the Company or any of its subsidiaries, whether or not in the ordinary course of business, which are required to be described in the Registration Statement or the Prospectus. (k) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required. (l) Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder. (m) The Company is not and, after giving effect to the offering and sale of the Debentures and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as such term is defined in the Investment Company Act of 1940, as amended. (n) Arthur Andersen LLP, who have certified certain financial statements of the Company, are independent public accountants as required by the Securities Act and the rules and regulations promulgated thereunder. The financial statements, together with related schedules and 5 notes, included or incorporated by reference in the Registration Statements and the Prospectus comply in all material respects with the requirements of the Securities Act and present fairly the consolidated financial position, results of operations and changes in financial positions of the Company on the basis stated in the Registration Statement at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; and the selected financial data and the summary financial data included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the financial statements incorporated by reference in the Prospectus. The pro forma combined financial statements of the Company and Interstate Power Company and the related notes thereto included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; (o) Neither the Company nor any of its Subsidiaries is (i) in violation of its certificate or articles of incorporation or bylaws (or other organizational documents), or (ii) in violation of any law, ordinance, administrative or governmental rule or regulation applicable to the Company or any such Subsidiary, or (iii) in violation of any decree of any court or governmental agency or body having jurisdiction over the Company or any such Subsidiary, or (iv) in default in the performance of any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any agreement, indenture, lease or other instruments to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties may be bound, except, in the case of clauses (ii), (iii) and (iv), where any such violation or default, individually or in the aggregate, would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (p) The Company and each of its subsidiaries has good and marketable title to all real and personal property owned by it, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be 6 made of such property by the Company or any subsidiary; and any real property and buildings held under lease by the Company or any subsidiary are held under valid, subsisting and enforceable leases with such exceptions as are not material to the business of the Company and its subsidiaries, taken as a whole, and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any subsidiary; (q) except as disclosed in the Prospectus, the Company and its subsidiaries (A) are in compliance with any and all applicable Environmental Laws, (B) have received all permits, licenses or other approvals required under applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws") to conduct their businesses and (C) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole; (r) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or business prospects of Interstate Power Company ("Interstate") and its subsidiaries, taken as a whole, from that set forth in the Company's Registration Statement on Form S-4 (Registration Statement No. 333-53846), as amended, filed with the Commission under the Securities Act (the "S-4") (exclusive of documents filed subsequent to the date of this Agreement). Since the respective dates as of which information is given in the S-4 (exclusive of any documents filed subsequent to the date of this Agreement), there have been no transactions entered into, and no obligations or liabilities, contingent or otherwise, incurred, by Interstate or any of its subsidiaries, whether or not in the ordinary course of business, which are required to be disclosed in the Registration Statement or the Prospectus. (s) There are no legal or governmental proceedings pending or threatened to which Interstate or any of its subsidiaries is a party or to which any of the properties of Interstate or any of its subsidiaries is subject that are required to be described in the S-4 or the Prospectus and are not so 7 described or any statutes, regulations, contracts or other documents that are required to be described in the S-4 or the Prospectus or to be filed or incorporated by reference as exhibits to the S-4 or the Registration Statement that are not described, filed or incorporated as required. 4. Terms of Public Offering. The Company is advised by the Underwriters that they propose to make a public offering of the Debentures as soon after this Agreement has been entered into as in the judgment of the Representative is advisable. The terms of the public offering of the Debentures are set forth in the Prospectus. 5. Payment and Delivery. Except as otherwise provided in this Section 5, payment for the Debentures shall be made to the Company in Federal or other funds immediately available at the time (the "Closing Date") and place set forth in Schedule II hereto, upon delivery to Legg Mason of the Debentures, in fully registered global form registered in the name of Cede & Co., for the respective accounts of the several Underwriters registered in such names and in such denominations as Legg Mason shall request in writing not less than the business day immediately preceding the date of delivery, with any transfer taxes payable in connection with the transfer of the Debentures to the Underwriters duly paid. 6. Conditions to the Underwriters' Obligations. The obligations of the Underwriters are subject to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business, operations or business prospects of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in the reasonable judgment of the Representative, is material and adverse and that makes it, in the reasonable 8 judgment of the Representative, impracticable to market the Debentures on the terms and in the manner contemplated in the Prospectus. (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date an opinion of Kent M. Ragsdale, Managing Attorney of the Company, dated the Closing Date, to the effect that: (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (ii) each Subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; 9 (iii) this Agreement has been duly authorized, executed and delivered by the Company; (iv) the Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganizations, moratorium or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); (v) the Debentures have been duly authorized and executed and, when authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); (vi) (A) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture and the Debentures will not contravene any provision of applicable law or the articles of incorporation or by-laws of the Company or, to such counsel's knowledge, any agreement or other instrument binding upon the Company or any of its subsidiaries, except for such contraventions as would not have a material adverse effect on to the Company and its subsidiaries, taken as a whole, or, to such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except for such contraventions as would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, and (B) no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture and the Debentures, except such as have been obtained and except such as may be required by the securities 10 or Blue Sky laws of the various states in connection with the offer and sale of the Debentures; (vii) the statements (A) in the Prospectus under the caption "Description of the Senior Debentures", (B) in the Registration Statement under Item 15, (C) in "Item 3 - Legal Proceedings" of the Company's most recent annual report on Form 10-K incorporated by reference in the Prospectus and (D) in "Item 1 - Legal Proceedings" of Part II of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2000 filed since such annual report, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein; (viii) such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required; (ix) the Company is not and, after giving effect to the offering and sale of the Debentures and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; (x) neither the Company nor any of its Subsidiaries is (A) in violation of its certificate or articles of incorporation or bylaws (or other organization documents), or (B) to the knowledge of such counsel, in violation of any law, ordinance, administrative or governmental rule or regulation applicable to the Company or any of the Subsidiaries, or (C) to the knowledge of such counsel, in violation of any decree of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries, or (D) to the knowledge of such counsel, in default in the performance of any obligation, agreement or condition 11 contained in any bond, debenture, note or any other evidence of indebtedness or in any agreement, indenture, lease or other instruments to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties may be bound, except, in the case of clauses (B), (C) and (D), where any such violation or default, individually or in the aggregate, would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (xi) (A) each document, if any, filed pursuant to the Exchange Act and incorporated by reference in the Prospectus (except for financial statements and schedules and other financial or statistical data included therein as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and (B) the Registration Statement and Prospectus (except for financial statements and schedules included therein as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder; and (xii) the Registration Statement has become effective under the Securities Act; to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement is in effect, no order directed to the adequacy of any document incorporated by reference in the Prospectus has been issued by the Commission and no proceedings for either such purpose are pending before or threatened by the Commission. In addition, such counsel shall state that nothing has come to such counsel's attention that would lead such counsel to believe that (A) (except for financial statements and schedules, as to which such counsel need not express any belief, and except for that part of the Registration Statement that constitutes the Form T-1 heretofore referred to, as to which such counsel need not express any belief) the Registration Statement, when it became effective, contained or as of the date such opinion is delivered, contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (B) (except for financial statements and schedules, as to which such counsel need not express any belief) the Prospectus as of the date such opinion is delivered contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 12 (d) The Underwriters shall have received on the Closing Date an opinion of Foley & Lardner, counsel for the Company, dated the Closing Date, covering the matters referred to in Sections 6(c)(iii)-(vi), 6(c)(vii) (but only as to the statements in the Prospectus under the caption "Description of the Senior Debentures" and in the Registration Statement under Item 15), 6(c)(viii), 6(c)(ix), 6(c)(xi) and 6(c)(xii) and the last paragraph of Section 6(c). As to all matters of Iowa law, Foley & Lardner may rely upon the opinion of Kent M. Ragsdale, Esq., referred to in Section 6(c). (e) The Underwriters shall have received on the Closing Date an opinion of Pillsbury Winthrop LLP, special counsel for the Underwriters, dated the Closing Date, covering the matters referred to in Sections 6(c)(iii), 6(c)(iv), 6(c)(v) and 6(c)(vii) (but only as to the statements in the Prospectus under "Description of the Senior Debentures") and clause 6(c)(xi)(B) and the last paragraph of Section 6(c) above. With respect to the last paragraph of Section 6(c) above, Kent M. Ragsdale, Esq. and Foley & Lardner may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and documents incorporated therein by reference and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to the last paragraph of Section 6(c) above, Pillsbury Winthrop LLP may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto (but not including documents incorporated therein by reference) and review and discussion of the contents thereof (including documents incorporated therein by reference), but are without independent check or verification, except as specified. The opinions of Kent M. Ragsdale, Esq. and Foley & Lardner described in Section 6(c) and 6(d), respectively, above shall be rendered to the Underwriters at the request of the Company and shall so state therein. (f) The Underwriters shall have received on each of the date hereof and the Closing Date a letter, dated the date hereof and the Closing Date, respectively, and as of a date not more than three days prior to the date of each such letter, in form and substance satisfactory to the Underwriters, from the Company's independent public accountants, containing statements and information of the type ordinarily included in 13 accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Prospectus. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party, except as provided in the last paragraph of Section 10 below. 7. Covenants of the Company. In further consideration of the agreements of the Underwriters herein contained, the Company covenants with each Underwriter as follows: (a) To comply with the requirements of Rule 430A under the Securities Act and to promptly effect the filings necessary pursuant to Rule 424(b) under the Securities Act; to furnish the Representative, without charge, one signed copy of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish the Representative in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(c) below, as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as the Representative may reasonably request. (b) During such period after the execution of this Agreement as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, before amending or supplementing the Registration Statement or the Prospectus with respect to the Debentures, to furnish to the Representative a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representative reasonably objects. (c) If, during such period after the first date of the public offering of the Debentures as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in 14 the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representative will furnish to the Company) to which Debentures may have been sold by the Representative on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law. (d) To endeavor to qualify the Debentures for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request; provided, however, that the Company shall not be required to qualify as a foreign corporation or to file a consent to service of process or to file annual reports or to comply with any other requirements deemed by the Company in its reasonable judgment to be unduly burdensome. (e) To make generally available to the Company's security holders and to the Representative as soon as practicable an earning statement covering a twelve month period beginning on the first day of the first full fiscal quarter after the date of this Agreement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder. If such fiscal quarter is the last fiscal quarter of the Company's fiscal year, such earning statement shall be made available not later than 90 days after the close of the period covered thereby and in all other cases shall be made available not later than 45 days after the close of the period covered thereby. (f) During the period beginning on the date of this Agreement and continuing to and including the date 30 days after the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or warrants to purchase debt securities of the Company similar to the Debentures (other than (i) the Debentures and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representative. (g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses 15 of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Debentures under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Debentures to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Debentures under state law and all expenses in connection with the qualification of the Debentures for offer and sale under state law as provided in Section 7(d) hereof, the reasonable fees and disbursements of counsel for the Underwriters in an amount not to exceed $5,000, and all filing fees, in connection with such qualification and in connection with the Blue Sky survey, (iv) the fees and disbursements of the Company's counsel and accountants and of the Trustee and its counsel, (v) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with any review and qualification of the offering of the Debentures by the National Association of Securities Dealers, Inc., (vi) any fees charged by the rating agencies for the rating of the Debentures, (vii) the costs and expenses of the Company relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Debentures, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show and (viii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 entitled "Indemnity and Contribution", and the last paragraph of Section 10 entitled "Defaulting Underwriters; Expenses" below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, and any advertising expenses connected with any offers they may make. 8. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or 16 Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein and provided, further, that the Company shall not be liable to any Underwriter or any person controlling such Underwriter under the indemnity agreement provided for in this Section 8(a) with respect to a preliminary prospectus to the extent that any such loss, claim, damage or liability of such Underwriter or controlling person results solely from the fact that such Underwriter sold Debentures to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference), whichever is most recent, if the Company has previously furnished copies thereof to such Underwriter and the applicable untrue or alleged untrue statement or omission was corrected therein.. (b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto, it being understood and agreed that the only information furnished by any Underwriter consists of the following information in the Prospectus: the first sentence of the last paragraph of the cover page, and, under the caption "Underwriting," the third paragraph, the first and second sentences of the fifth paragraph, and the entire sixth paragraph. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 8(a) or 8(b), such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be 17 sought (the "indemnifying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the indemnifying party shall not have employed counsel to have charge of the defense of such proceeding within a reasonable time after notice of commencement of the proceeding, or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such proceeding on behalf of the indemnified party), in any of which events such fees and expenses shall be borne by the indemnifying party. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by Legg Mason, in the case of parties indemnified pursuant to Section 8(a) above, and by the Company, in the case of parties indemnified pursuant to Section 8(b) above. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a 18 result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Debentures or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Debentures shall be deemed to be in the same respective proportions as the net proceeds from the offering of such Debentures (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus Supplement, bear to the aggregate public offering price of the Debentures. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters' respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective principal amounts of Debentures they have purchased hereunder, and not joint. (e) The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Debentures underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not 19 guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Debentures. 9. Termination. This Agreement shall be subject to termination by notice given by the Representative to the Company, if (a) after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, or the National Association of Securities Dealers, Inc., (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, in each case, in which the Company has authorized trading on such exchange or in such market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the reasonable judgment of the Representative, is material and adverse and (b) in the case of any of the events specified in clauses 9(a)(i) through 9(a)(iv), such event, singly or together with any other such event, makes it, in the reasonable judgment of the Representative, impracticable to market the Debentures on the terms and in the manner contemplated in the Prospectus. 10. Defaulting Underwriters; Expenses. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Debentures set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Debentures to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Debentures set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Debentures set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such 20 date; provided that in no event shall the amount of the Debentures that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Debentures without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Debentures which it has or they have agreed to purchase hereunder and the aggregate amount of such Debentures with respect to which such default occurs is more than one-tenth of the aggregate amount of the Debentures to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Debentures are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Representative because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all documented out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder. 11. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 12. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. 13. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement. 21 Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, LEGG MASON WOOD WALKER, INCORPORATED MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ROBERT W. BAIRD & CO. INCORPORATED UTENDAHL CAPITAL PARTNERS, L.P. WACHOVIA SECURITIES, INC. Acting severally on behalf of themselves and the several Underwriters named herein By: LEGG MASON WOOD WALKER, INCORPORATED By: /s/ Joseph A. Sullivan --------------------------------------- Name: Joseph A. Sullivan Title: Senior Vice President Accepted: IES UTILITIES INC. By: /s/ Edward M. Gleason -------------------------------------- Name: Edward M. Gleason Title: Vice President-Treasurer and Corporate Secretary SCHEDULE I Underwriter Principal Amount of Debentures - ----------- ------------------------------ Legg Mason Wood Walker, Incorporated $60,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated $60,000,000 Robert W. Baird & Co. Incorporated $26,800,000 Utendahl Capital Partners, L.P. $26,600,000 Wachovia Securities, Inc. $26,600,000 ----------- TOTAL....................... $200,000,000 SCHEDULE II Underwriting Agreement dated March 6, 2001 Registration Statement No. 333-55906 Lead Underwriters and Addresses: Legg Mason Wood Walker, Incorporated 100 Light Street Baltimore, Maryland 21202 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, NY 10060 Designation: 6 3/4% Series B Senior Debentures due 2011 Principal Amount: $200,000,000 Date of Maturity: March 15, 2011 Interest Rate: 6 3/4% Interest Payment Dates: March 15 and September 15 of each year, commencing September 15, 2001 Purchase Price: 99.112% of the principal amount thereof, plus accrued interest, if any, from the date of original issuance thereof Public Offering Price: 99.762% of the principal amount thereof, plus accrued interest, if any, from the date of original issuance thereof Redemption Terms: Redeemable in whole or in part at any time prior to maturity at the option of the Company at the sum of the outstanding principal amount thereof, together with accrued and unpaid interest, if any, and the make-whole amount, if any Closing Date and Location: March 12, 2001 IES Utilities Inc. 222 West Washington Avenue Madison, Wisconsin 53703 2 EX-99.4 3 0003.txt OFFICER'S CERTIFICATE IES UTILITIES INC. OFFICERS' CERTIFICATE Dated as of March 6, 2001 ---------------------- Setting Forth Terms of a Series of Debt Securities 6 3/4% Series B Senior Debentures due 2011 ---------------------- Pursuant to the Indenture Dated as of August 1, 1997 OFFICERS' CERTIFICATE The undersigned, the Executive Vice President and Chief Financial Officer and the Vice President-Treasurer and Corporate Secretary of IES Utilities Inc., an Iowa corporation (the "Company"), hereby certify as provided below pursuant to Section 301 of the Indenture, dated as of August 1, 1997 (the "Indenture"), between the Company and Bank One Trust Company, National Association, as successor to The First National Bank of Chicago, as Trustee (the "Trustee"). This Officers' Certificate is delivered, pursuant to authority granted to the undersigned by resolutions adopted January 24, 2001 by the Board of Directors of the Company, for the purpose of creating and setting forth the terms of a series of Securities to be issued pursuant to the Indenture, and to establish the form of such Securities in accordance with Section 201 of the Indenture. Capitalized terms not otherwise defined herein are used as defined in the Indenture. 1. The Board of Directors of the Company has authorized the creation by the Company of one or more series of Securities under the Indenture through one or more Officers' Certificates and pursuant to such authorization and in accordance with the Indenture this Officers' Certificate is being delivered to the Trustee to establish the terms of a series of Securities as set forth therein. 2. The title of the series of Securities shall be "6 3/4% Series B Senior Debentures due 2011" (herein called the "Debentures"). 3. The aggregate principal amount of Debentures which may be authenticated and delivered under the Indenture initially shall be U.S. $200,000,000, except for Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debentures as provided in Sections 304, 305, 306, 406, or 1206 of the Indenture. 4. The Debentures shall be issuable in denominations of $1,000 and any integral multiple thereof. 5. Subject to earlier redemption, the principal of the Debentures shall be payable in U.S. dollars on March 15, 2011. 6. The Debentures shall bear interest at the rate of 6 3/4% per annum; such interest shall accrue from March 12, 2001 (or from the most recent interest payment date to which interest on the Debentures has been paid or provided for); the Interest Payment Dates on which such interest shall be payable shall be March 15 and September 15 in each year, commencing September 15, 2001; the Regular Record Dates for the determination of Holders to whom interest is payable shall be the Business Day next preceding each Interest Payment Date. Interest on the Debentures shall be payable in U.S. dollars. 7. Pursuant to the Indenture, the Trustee has been appointed as the Security Registrar for the Debentures. The Trustee is hereby further appointed as the initial Paying Agent and transfer agent of the Debentures. The principal of and interest on the Debentures shall be payable at the office of the Paying Agent, which shall initially be located in the Borough of Manhattan, The City of New York. 8. The Debentures shall be redeemable at the option of the Company at any time in whole or from time to time in part at a Redemption Price equal to the sum of (a) 100% of the principal amount of the Debentures being redeemed, (b) accrued interest thereon to the Redemption Date, and (c) the Make-Whole Amount, if any, with respect to such Debentures; provided, however, that installments of interest on Debentures due on an Interest Payment Date which occurs on or before any Redemption Date shall be payable to the Holders of such Debentures who were registered Holders as of the close of business on the Record Date immediately preceding such Interest Payment Date. 9. The terms defined below shall, for all purposes of the Debentures under the Indenture and this Officers' Certificate, have the meanings specified, unless the context clearly otherwise requires or unless otherwise indicated: "Make-Whole Amount" means, in connection with any optional redemption, the excess, if any, of (i) the aggregate present value as of the date of such redemption of each dollar of principal being redeemed and the amount of interest, exclusive of interest accrued to the Redemption Date, that would have been payable in respect of each such dollar if such redemption had not been made, determined by discounting, on a semi-annual basis, such principal and interest at the Reinvestment Rate, as determined on the third Business Day preceding the date such notice of redemption is given, from the respective dates on which such principal and interest would have been payable if such redemption had not been made, to the Redemption Date, over (ii) the aggregate principal amount of the Debentures being redeemed. The Make-Whole Amount shall be calculated by the Company and set forth in a certificate of an Authorized Officer delivered to the Trustee, and the Trustee shall be entitled to rely on said certificate. "Reinvestment Rate" means 0.25% plus the arithmetic mean of the yields under the respective headings "This Week" and "Last Week" published in the most recent Statistical Release under the caption "Treasury Constant Maturities" for the maturity, rounded to the nearest month, corresponding to the remaining life to maturity, as of the payment date of the principal amount of the Debentures being redeemed. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For the purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury yield in the above manner, then the Treasury yield shall be determined in the manner that most closely approximates the above manner, as reasonably determined by the Company. -2- "Statistical Release" means the statistical release designated "K.15(519)" or any successor publication which is published weekly by the Federal Reserve System and which reports yields on actively traded United States government securities adjusted to constant maturities, or, if such statistical release is not published at the time of any required determination under the Indenture, then such other reasonably comparable index which shall be designated by the Company. 10. The Debentures shall not be subject to any sinking fund and shall not be repurchasable or redeemable at the option of a Holder. 11. The Debentures shall not be convertible into other securities of the Company or exchangeable for securities of another issuer. 12. Satisfaction and discharge under Section 701 of the Indenture shall be applicable to the Debentures; provided, however, that prior to any such satisfaction and discharge, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (a) the Company has received from the Internal Revenue Service a letter ruling, or there has been published by the Internal Revenue Service a revenue ruling, or (b) since the date of execution of this Officers' Certificate, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such satisfaction and discharge and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such satisfaction and discharge had not occurred. 13. The Debentures shall initially be issued in whole in the form of one or more permanent global Securities. The Depository Trust Company, a clearing agency registered under the Securities Exchange Act of 1934, as amended ("DTC"), shall initially serve as the depositary for such global Security or Securities. For so long as DTC shall be the depositary, all Debentures shall be registered in its name or in the name of a nominee thereof. While the Debentures are evidenced by one or more global Securities, the depositary or its nominee, as the case may be, shall be the sole Holder thereof for all purposes under the Indenture. Neither the Company nor the Trustee shall have any responsibility or obligation to the depositary's participants or the beneficial owners for whom they act with respect to their receipt from the depositary of payments on the Debentures or notices given under the Indenture. The global Security or Securities provided for hereunder shall bear such legend or legends as may be required from time to time by the depositary. 14. Except as herein described, Debentures in definitive form will not be issued. Notwithstanding the foregoing, in the event the Company decides to discontinue the use of global Securities, any Event of Default has occurred and is continuing or DTC is at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed by the Company within 90 days, the Company shall issue individual Debentures in certificated form to owners of "book-entry" ownership interests in exchange for the Debentures held by DTC or its nominee, as the case may be. In such instance, an owner of a -3- "book-entry" ownership interest will be entitled to physical delivery of certificates equal in principal amount to such "book-entry" ownership interest and to have such certificates registered in its name. Individual certificates so issued will be issued in denominations of $1,000 or any multiple thereof. 15. Additional terms regarding the Debentures are as set forth in the form of the Debentures set forth below. 16. The form of the Debentures shall be substantially as follows: -4- Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to CEDE & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, CEDE & Co., has an interest herein. IES UTILITIES INC. 6 3/4% SERIES B SENIOR DEBENTURES DUE 2011 No. $200,000,000 CUSIP No. 44949R AD 4 IES UTILITIES INC., a corporation duly organized and existing under the laws of the State of Iowa (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000) on March 15, 2011 and to pay interest on said principal sum from March 12, 2001, or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually, in arrears, on March 15 and September 15 of each year (each such date, an "Interest Payment Date"), commencing September 15, 2001 at the rate of 6 3/4% per annum to, but not including, the date on which the principal hereof is paid or made available for payment. The amount of interest payable for any period will be computed on the basis of twelve 30-day months and a 360-day year. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Securities, as defined in the Indenture) is registered at the close of business, on the Regular Record Date for such interest, which shall be (1) the Business Day next preceding each such Interest Payment Date, if the Debentures remain in book-entry only form, or (2) on the fifteenth calendar day before each interest payment date, if the Debentures do not remain in book-entry only form. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not later than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debenture may be listed, or any book-entry system which may be applicable to this Debenture and upon such notice as may be required by such exchange or system, all as more fully provided in the Indenture. Payment of the principal of and interest on any Debenture that is not a global Debenture will be made at the office or agency of the Company maintained for that purpose in The City of New York; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register. Payment of principal of and interest on any global Debenture will be made to DTC or its nominee, as the case may be, as the sole registered owner and the sole Holder of the global Debenture for all purposes under the Indenture. Payment of the principal of and interest on this Debenture will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Additional provisions of this Debenture are continued on the two pages following the execution and authentication of this Debenture and such provisions have the same effect as though fully set forth in this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Debenture shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. -5- IN WITNESS WHEREOF, IES UTILITIES INC. has caused this instrument to be duly executed under its corporate seal. Dated: March 12, 2001 IES UTILITIES INC. By: ----------------------------------------- Vice President-Treasurer and Corporate Secretary Attest: ____________________________ Authorized Officer Trustee's Certificate of Authentication --------------------------------------- This is one of the Debentures of the series designated herein referred to in the within-mentioned Indenture. BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: ----------------------------------------- Authorized Officer -6- IES UTILITIES INC. 6 3/4% SERIES B SENIOR DEBENTURES DUE 2011 This Debenture is one of a duly authorized issue of Debentures of the Company, designated as its "6 3/4% Series B Senior Debentures due 2011" (herein called the "Debentures"), in aggregate principal amount of $200,000,000, issued under an Indenture, dated as of August 1, 1997 (herein call the "Indenture"), between the Company and Bank One Trust Company, National Association, as successor to The First National Bank of Chicago, as Trustee (the "Trustee"), to which Indenture and the Officers' Certificate, dated March 6, 2001, setting forth the terms and conditions of the Debentures, reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Debentures, and of the terms upon which the Debenture are, and are to be, authenticated and delivered. The Company may redeem the Debentures at any time at the Company's option, in whole or in part, at a redemption price equal to the sum of the principal amount of the Debentures the Company redeems, accrued interest on that principal amount to the redemption date and the Make-Whole Amount (as defined in the Officers' Certificate), if any, with respect to those Debentures. If an Event of Default with respect to the Debentures shall occur and be continuing, the principal of the Debentures may be declared due and payable in the manner, with the effect and subject to the conditions, provided in the Indenture. The Indenture contains provisions for satisfaction and discharge at any time of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Debentures, to modify the Indenture in a manner affecting the rights of the Holders of the Debentures; provided that no such modification may, without the consent of the Holder of each Outstanding Debenture, (i) change the Stated Maturity of, the principal of, or any installment of principal of or interest on (except as provided in Section 312 of the Indenture), any Debenture, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or reduce any premium payable upon the redemption thereof, or change the coin or currency (or other property), in which the Debentures or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity of any Debenture or (ii) reduce the percentage in principal amount of the Outstanding Debentures of any series or any Tranche thereof, the consent of the Holders of which is required for any such modification of the Indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debenture at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations, including, if this Debenture is a global Debenture, the limitations set forth on the first page hereof, therein set forth, the transfer of this Debenture is registrable in the Security Register, upon surrender of this Debenture for registration of transfer at the office or agency of the Company in The City of New York maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. -7- The Debentures are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture. THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. --------------------- ABBREVIATIONS The following abbreviations, when used in this Instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM-as tenants in common TEN ENT-as tenants by the entireties JT TEN-as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT-_______________________Custodian__________________ (Cust) (Minor) under Uniform Gift to Minors Act ------------------------ (State) Additional abbreviations may be used though not in the above list. ------------------------- FOR VALUE RECEIVED, the undersigned hereby sell(s), assigns(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ----------------------- / - -------------------------------------------------------------------------------- (Name and address of assignee, including zip code, must be printed or typewritten) - -------------------------------------------------------------------------------- the within Debenture, and all rights thereunder, hereby irrevocably constituting and appointing _______________________________________________________________________Attorney to transfer said Debenture on the books of the within Company, with full power of substitution in the premises Dated________________________ ------------------------------------------- ------------------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the within Debenture in every particular, without alteration or enlargement or any change whatever and must be guaranteed by a commercial bank or trust company having its principal office or a correspondent in The City of New York or by a member of the New York Stock Exchange. -8- IN WITNESS WHEREOF, we have set our hands and the corporate seal of the Company as of the day and year first above written. IES UTILITIES INC. By: /s/ Thomas M. Walker ------------------------------------ Thomas M. Walker Executive Vice President and Chief Financial Officer [CORPORATE SEAL] By: /s/ Edward M. Gleason ------------------------------------ Edward M. Gleason Vice President-Treasurer and Corporate Secretary -9- -----END PRIVACY-ENHANCED MESSAGE-----