-----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, F2xPvUQXNZuNrxekP8xW9MZRBYZucO5Q2ZbC0Ln7A4dV/24XThYHxYsKWx+KtnVF SqFCHMM5hcGaUeYDrdnH5g== 0000950124-01-500202.txt : 20010312 0000950124-01-500202.hdr.sgml : 20010312 ACCESSION NUMBER: 0000950124-01-500202 CONFORMED SUBMISSION TYPE: 424B1 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010308 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: 424B1 SEC ACT: SEC FILE NUMBER: 333-55906 FILM NUMBER: 1563290 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 424B1 1 c60338e424b1.txt PROPECTUS 1 Filed pursuant to Rule 424(b)(1) Registration File No. 333-55906 PROSPECTUS $200,000,000 IES UTILITIES INC. [ALLIANT LOGO] 6 3/4% SERIES B SENIOR DEBENTURES DUE 2011 --------------------- - - We are a public utility engaged primarily in the generation, transmission, distribution and sale of electric energy and the purchase, transportation, distribution and sale of natural gas. - - We are offering $200,000,000 of our unsecured senior debentures that will rank on parity with our other unsecured and unsubordinated debt. - - The senior debentures are due on March 15, 2011. We will pay interest on the senior debentures twice per year, on March 15 and September 15 of each year, beginning on September 15, 2001. - - We may redeem the senior debentures at any time at our option, in whole or in part, at a redemption price equal to the sum of the principal amount of the senior debentures we redeem, accrued interest on that principal amount to the redemption date and the make-whole amount. - - The senior debentures will not be listed on any securities exchange or included in any automated quotation system. --------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------------
PER SENIOR DEBENTURE TOTAL --------- ----- Public offering price....................................... 99.762% $199,524,000 Underwriting discount....................................... 0.650% $ 1,300,000 Proceeds to us (before expenses)............................ 99.112% $198,224,000
Accrued interest, if any, from the date of issuance will be added to the public offering price set forth above. The proceeds to us do not deduct expenses of the offering that we must pay, which we estimate will be approximately $265,000. The senior debentures are offered by the several underwriters when, as and if delivered to and accepted by them subject to various prior conditions, including their right to reject orders in whole or in part. We expect that the senior debentures will be ready for delivery in book-entry form through The Depository Trust Company on or about March 12, 2001. --------------------- JOINT LEAD MANAGERS LEGG MASON WOOD WALKER MERRILL LYNCH & CO. INCORPORATED --------------------- ROBERT W. BAIRD & CO. UTENDAHL CAPITAL PARTNERS, L.P. WACHOVIA SECURITIES, INC. The date of this prospectus is March 6, 2001. 2 IES UTILITIES INC. We are an Iowa corporation, an operating public utility and a subsidiary of Alliant Energy Corporation. We generate, transmit, distribute and sell electric energy; purchase, transport, distribute and sell natural gas; and provide steam services. Our service area has an estimated population of 1,161,000, all within the State of Iowa. As of December 31, 2000, we furnished retail electric service to approximately 347,000 customers in 525 cities, villages and towns. We also supplied wholesale electric service to five customers. During the nine-month period ended September 30, 2000, we derived our electric operating revenues from the following types of customers: - residential -- 37% - commercial -- 28% - industrial -- 29% - sales for resale -- 4% - other -- 2%. The maximum net hourly peak load on our electric system in the year ended December 31, 2000 was 2,067 megawatts. At the time of the peak load on our system, we had the capacity to provide up to 2,143 megawatts of electricity, including 1,916 megawatts of generated capacity and 227 megawatts of purchased capacity under contract. During 2000, our net kilowatt-hour sources of electricity consisted of the following: - coal -- 52% - nuclear -- 26% - purchases -- 18% - natural gas -- 3% - other -- 1%. As of December 31, 2000, we provided retail natural gas service to approximately 182,000 customers in 212 cities, villages and towns. During the nine-month period ended September 30, 2000, we derived our gas operating revenues from the following types of customers: - residential -- 60% - commercial -- 29% - industrial -- 8% - transportation and other -- 3%. We are subject to the jurisdiction of the Iowa Utilities Board with respect to various phases of our operations. We are also subject to the jurisdiction of the Federal Energy Regulatory Commission. Our parent company, Alliant Energy Corporation, is a registered public utility holding company under the Public Utility Holding Company Act of 1935 and is subject to the requirements of that Act. We are also subject to some requirements of that Act. Our tariffs provide for subsequent adjustments to our electric and natural gas rates for changes in the cost of fuel, purchased energy and natural gas purchased for resale. Our purchased capacity costs are not recovered from electric customers through energy adjustment clauses. Recovery of these costs must be addressed in base rates in a formal rate proceeding. Our principal executive offices are located at Alliant Energy Tower, 200 First Street, SE, Cedar Rapids, Iowa 52401, and our telephone number is (319) 398-4411. 3 MERGER WITH INTERSTATE POWER COMPANY On March 15, 2000, we entered into an agreement and plan of merger with Interstate Power Company. Interstate Power Company is also an operating public utility and a subsidiary of Alliant Energy. Interstate Power Company generates, transmits, distributes and sells electric energy and purchases, transports, distributes and sells natural gas in more than 10,000 square miles in the states of Iowa, Minnesota and Illinois. The merger agreement provides for: - Interstate Power Company to merge with and into us; - us to survive the merger; and - our new name to be "Interstate Power and Light Company." We expect that the combined company will reduce corporate and administrative expenses by reducing systems costs related to redundant reporting requirements. In addition, we expect the combined company to realize savings by eliminating some redundant maintenance contracts. We expect the merger to qualify as a common control merger for accounting and financial reporting purposes. The accounting for a common control merger is similar to a pooling of interests. For accounting and financial reporting purposes, we will be treated as if we had always been combined with Interstate Power Company. The merger is intended to be tax-free for federal income tax purposes. The merger agreement has been approved by our board of directors and the board of directors of Interstate Power Company. The merger is still subject to the approval of the merger agreement by several federal and state regulatory agencies and by our preferred shareowners and by Interstate Power Company's preferred shareowners and its sole common shareowner, Alliant Energy, voting together as a single class. We and Interstate Power Company have each scheduled a special meeting of our respective shareowners to consider approval of the merger agreement on April 3, 2001. Alliant Energy beneficially owns 92.8% of the aggregate voting power of all Interstate Power Company shareowners and intends to vote for approval of the merger agreement. As a result, approval of the merger agreement by the Interstate Power Company shareowners is assured. If you would like more information about Interstate Power Company or the merger, then you should read our proxy statement/prospectus included in our registration statement on Form S-4/A, filed with the Securities and Exchange Commission on February 12, 2001. See "Where You Can Find More Information." RECENT DEVELOPMENTS The following information for the year ended December 31, 2000 has been derived from our and Interstate Power Company's preliminary unaudited results of operations. See "Where You Can Find More Information." IES Utilities. Our earnings available for common stock increased 12.2% to $73.5 million on operating revenues of $876.0 million for the year ended December 31, 2000 compared to earnings available for common stock of $65.5 million on operating revenues of $800.7 million for the year ended December 31, 1999. Our operating income increased 3.9% to $167.8 million, or 19.2% of operating revenues, for the year ended December 31, 2000 compared to $161.5 million, or 20.2% of operating revenues, for the year ended December 31, 1999. The increase in our earnings available for common stock and our operating income was primarily due to reduced other operation and maintenance expenses, higher electric and gas margins and lower tax expense primarily due to a lower effective income tax rate. Those changes were partially offset by higher depreciation and amortization expense due to property additions. Higher interest income, largely due to a tax settlement realized in 2000, also contributed to the increase in earnings available for common stock. 2 4 Reduced other operation and maintenance expenses were primarily due to lower energy efficiency expenses and reduced administrative and general expenses resulting from expenses incurred in 1999 relating to our Year 2000 readiness program and lower employee benefit costs. Such decreases were partially offset by higher nuclear operation costs and one-time fees related to the transfer from the Mid-Continent Area Power Pool reliability region to the Mid-America Interconnected Network, Inc. region. Electric margin increased due to increased sales resulting from economic growth, partially offset by the impact of a 1999 change in estimate of the utility services rendered but unbilled at month-end, milder weather and reduced recoveries for Iowa-mandated energy efficiency programs. Gas margin increased primarily due to increased sales resulting from colder weather in the fourth quarter of 2000. Interstate Power Company. Interstate Power Company's earnings available for common stock decreased 7.7% to $26.2 million on operating revenues of $358.0 million for the year ended December 31, 2000 compared to earnings available for common stock of $28.4 million on operating revenues of $342.1 million for the year ended December 31, 1999. Interstate Power Company's operating income decreased 7.5% to $56.8 million, or 15.9% of operating revenues, for the year ended December 31, 2000 compared to $61.4 million, or 17.9% of operating revenues, for the year ended December 31, 1999. The decrease in Interstate Power Company's earnings available for common stock and its operating income was primarily due to increased other operation and maintenance expenses, higher depreciation and amortization expense due to property additions and lower gas margin. Those changes were partially offset by higher electric margin. The changes' effect on earnings available for common stock was also partially offset by reduced income tax expense due to a lower effective income tax rate. The increase in other operation and maintenance expenses was primarily due to increased energy efficiency expenditures and higher transmission and distribution expenses. Such increases were partially offset by expenses incurred in 1999 relating to Interstate Power Company's Year 2000 readiness program and reduced employee benefit costs. The lower gas margin resulted from reduced sales. The increased electric margin was primarily due to higher sales resulting from economic growth, increased capacity sales and higher recoveries for energy efficiency programs. These items were partially offset by a 1999 change in estimate of utility services rendered but unbilled at month-end and milder weather. Pro Forma. The pro forma combined earnings available for common stock of us and Interstate Power Company, giving effect to the proposed merger, increased 6.2% to $99.7 million on pro forma combined operating revenues of $1,234.0 million for the year ended December 31, 2000 compared to pro forma combined earnings available for common stock of $93.9 million on pro forma combined operating revenues of $1,142.8 million for the year ended December 31, 1999. Pro forma combined operating income increased 0.8% to $224.6 million, or 18.2% of pro forma combined operating revenues, for the year ended December 31, 2000 compared to $222.9 million, or 19.5% of pro forma combined operating revenues, for the year ended December 31, 1999. 3 5 USE OF PROCEEDS We intend to use $81.6 million of the net proceeds from the sale of the senior debentures to repay our outstanding long-term indebtedness that matures at or prior to July 1, 2001 as it comes due. We intend to use the remaining proceeds to repay short-term indebtedness. As of January 31, 2001, we had $81.6 million in long-term debt outstanding that will mature at or prior to July 1, 2001 at a weighted-average annual interest rate of 8.73%. In addition, we had $108.0 million in short-term debt outstanding at a weighted bond equivalent yield rate of 6.37%. We will add any proceeds that we do not use for those purposes to our general funds and use them for general corporate purposes. CAPITALIZATION
AT SEPTEMBER 30, 2000 (UNAUDITED) ------------------------------------------------ AS ADJUSTED AS ADJUSTED FOR FOR MERGER ACTUAL MERGER AND OFFERING(1) ------ --------------- --------------- (THOUSANDS OF DOLLARS) First Mortgage Bonds.................................. $ 111,000 $ 255,000 $ 174,000 Collateral Trust Bonds................................ 234,400 234,400 234,400 Pollution Control Obligations......................... 22,900 52,050 51,490 Senior Debentures..................................... 135,000 135,000 335,000 Subordinated Deferrable Interest Debentures........... 50,000 50,000 50,000 Unamortized Debt Premium and (Discount), net.......... (2,032) (4,804) (4,804) Preferred Stock with Mandatory Redemption............. -- 24,650 24,650 Preferred Stock without Mandatory Redemption.......... 18,320 29,139 29,139 Common Shareowners' Investment........................ 580,786 808,883 808,883 ---------- ---------- ---------- Total............................................... $1,150,374 $1,584,318 $1,702,758 ========== ========== ==========
- ------------------------- (1) We have adjusted these numbers to show the effects of the issuance of the senior debentures and the application of the net proceeds as we describe under "Use of Proceeds." 4 6 SUMMARY FINANCIAL INFORMATION HISTORICAL IES UTILITIES INFORMATION We have set forth below summary financial information about us for the nine months ended September 30, 2000 and 1999, and the years ended December 31, 1999, 1998 and 1997. We derived the information set forth below from our consolidated financial statements and related notes. You should read the following information in conjunction with our Management's Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes, which are incorporated into this prospectus by reference. See "Where You Can Find More Information."
NINE MONTHS ENDED SEPTEMBER 30, YEAR ENDED (UNAUDITED) DECEMBER 31, ------------------------ -------------------------------------- 2000 1999 1999 1998 1997 ---- ---- ---- ---- ---- (THOUSANDS OF DOLLARS) Income Statement Data: Operating Revenues............... $ 624,999 $ 608,386 $ 800,696 $ 806,930 $ 813,978 Operating Income................. $ 133,822 $ 132,355 $ 161,499 $ 154,996 $ 153,770 Earnings Available for Common Stock......................... $ 59,331 $ 56,293 $ 65,532 $ 60,996 $ 57,879 Balance Sheet Data at End of Period: Total Assets..................... $1,756,243 $1,740,586 $1,755,808 $1,788,978 $1,768,929
HISTORICAL INTERSTATE POWER COMPANY INFORMATION We have set forth below summary financial information about Interstate Power Company for the nine months ended September 30, 2000 and 1999, and the years ended December 31, 1999, 1998 and 1997. We derived the information set forth below from Interstate Power Company's financial statements and related notes. You should read the following information in conjunction with Interstate Power Company's Management's Discussion and Analysis of Financial Condition and Results of Operations and its financial statements and related notes, which are incorporated into this prospectus by reference. See "Where You Can Find More Information."
NINE MONTHS ENDED SEPTEMBER 30, YEAR ENDED (UNAUDITED) DECEMBER 31, -------------------- -------------------------------- 2000 1999 1999 1998 1997 ---- ---- ---- ---- ---- (THOUSANDS OF DOLLARS) Income Statement Data: Operating Revenues...................... $261,138 $264,904 $342,105 $355,889 $331,847 Operating Income........................ $ 47,778 $ 50,283 $ 61,363 $ 45,490 $ 55,500 Earnings Available for Common Stock..... $ 19,902 $ 23,471 $ 28,364 $ 16,282 $ 26,698 Balance Sheet Data at End of Period: Total Assets............................ $675,106 $650,887 $662,184 $657,363 $643,447
5 7 UNAUDITED PRO FORMA COMBINED INFORMATION We have set forth below unaudited summary pro forma combined financial information that combines the historical balance sheets and statements of income of us and Interstate Power Company, giving effect to the proposed merger. We derived the information set forth below from the consolidated financial statements and related notes of us and Interstate Power Company. The unaudited pro forma combined income statement information gives effect to the proposed merger as if it had occurred on January 1, 1999. The unaudited pro forma combined balance sheet information gives effect to the proposed merger as if it had occurred on September 30, 2000. You should read the following information in conjunction with the unaudited pro forma combined financial statements and related notes, which are incorporated into this prospectus by reference. See "Where You Can Find More Information."
NINE MONTHS ENDED SEPTEMBER 30, (UNAUDITED) YEAR ENDED ---------------------- DECEMBER 31, 2000 1999 1999 ---- ---- ------------ (THOUSANDS OF DOLLARS) Income Statement Data: Operating Revenues....................................... $ 886,137 $873,290 $1,142,801 Operating Income......................................... $ 181,600 $182,638 $ 222,862 Earnings Available for Common Stock...................... $ 79,233 $ 79,764 $ 93,896 Balance Sheet Data at End of Period: Total Assets............................................. $2,431,302
RATIOS OF EARNINGS TO FIXED CHARGES The following table sets forth our ratios of earnings to fixed charges for the periods presented:
NINE MONTHS ENDED YEAR ENDED DECEMBER 31, SEPTEMBER 30, ----------------------------------------- 2000 1999 1998 1997 1996 1995 ------------- ---- ---- ---- ---- ---- IES Utilities................................ 3.46x 3.08x 2.83x 2.77x 3.23x 3.04x Interstate Power Company..................... 4.01x 4.22x 2.96x 3.90x 3.75x 3.69x Pro Forma Combined........................... 3.59x 3.33x 2.86x 3.02x 3.37x 3.21x
When we computed the ratios of earnings to fixed charges, we calculated earnings by adding net income plus income taxes, plus interest expense, plus an estimate of the interest component of rent expense. Fixed charges represent interest expense and the estimated interest component of rent expense. 6 8 DESCRIPTION OF THE SENIOR DEBENTURES GENERAL The 6 3/4% Series B Senior Debentures due 2011 offered in this prospectus constitute our unsecured general obligations, and they will rank on parity with all of our other unsecured and unsubordinated debt. We will issue the senior debentures as a separate series of securities under the indenture, dated as of August 1, 1997, between us and Bank One Trust Company, National Association, as successor to The First National Bank of Chicago, as trustee. The indenture does not limit the aggregate principal amount of senior unsecured debt securities that we can issue under it, and provides that we may issue securities from time to time in one or more series pursuant to the terms of one or more supplemental indentures, board resolutions or officers' certificates creating the series. The indenture also does not limit the total amount of debt that we can incur under other instruments. As of the date of this prospectus, we had $135.0 million of securities outstanding under the indenture, consisting solely of our 6 5/8% Series A Senior Debentures due 2009. The indenture does not limit our ability to issue additional first mortgage bonds. It also does not give holders of the senior debentures protection in the event we engage in a highly leveraged or other transaction that may adversely affect holders of the senior debentures. Our indentures and deeds of trust securing our first mortgage bonds are direct first mortgage liens upon substantially all of our tangible public utility property. Our indentures and deeds of trust securing our collateral trust bonds are direct second liens on substantially all of our tangible public utility property while our first mortgage bonds remain outstanding. As of the date of this prospectus, we had $111.0 million of first mortgage bonds and $234.4 million of collateral trust bonds outstanding. In addition, as of the date of this prospectus, Interstate Power Company had $144.0 million of first mortgage bonds outstanding. If we complete the proposed merger, then the Interstate Power Company first mortgage bonds will become our obligation and the related indenture will also be a lien on substantially all of our tangible public utility property. If we become bankrupt, liquidate or reorganize, the trustees for the first mortgage bonds and collateral trust bonds could use the collateral property to satisfy our obligations under the first mortgage bonds and collateral trust bonds before holders of unsecured debt securities, including the senior debentures, would receive any payments. We have summarized below various provisions of the indenture and the senior debentures. Because this discussion is only a summary, it does not necessarily contain all of the information you should consider. We have filed the indenture as an exhibit to the registration statement, and we incorporate the indenture by reference into this prospectus. See "Where You Can Find More Information." We qualify the discussion below in its entirety by reference to all of the provisions of the indenture and all supplemental indentures, board resolutions or officers' certificates relating thereto. MATURITY AND INTEREST We are offering the senior debentures in the aggregate principal amount of $200 million. The senior debentures will mature on March 15, 2011. Each senior debenture will bear interest from March 12, 2001 or from and including the most recent interest payment date to which we have paid interest, at the rate of 6 3/4% per year. We will pay interest twice per year, on March 15 and September 15, commencing September 15, 2001, to the persons in whose names the senior debentures are registered at the close of business (1) on the business day prior to each interest payment date if the senior debentures remain in book-entry only form or (2) on the fifteenth calendar day before each interest payment date if the senior debentures do not remain in book-entry only form. REDEMPTION PRIOR TO MATURITY We may redeem the senior debentures at any time at our option, in whole or in part, at a redemption price equal to the sum of the principal amount of the senior debentures we redeem, accrued interest on that principal amount to the redemption date and the make-whole amount, if any, with respect to those senior debentures. This sum is referred to as the redemption price. 7 9 "Make-whole amount" means, in connection with the optional redemption, the excess, if any, of: - the aggregate present value as of the date of any optional redemption of each dollar of principal being redeemed and the amount of interest, exclusive of interest accrued to the date of redemption, that would have been payable in respect of such dollar of principal 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 that notice of the redemption is given, from the respective dates on which such principal and interest would have been payable if such redemption had not been made, over - the aggregate principal amount of the senior debentures being redeemed. "Reinvestment rate" means 0.25% plus the arithmetic mean of the yields under the respective headings "This Week" and "Last Week" published in the 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 being redeemed. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity will be calculated pursuant to the immediately preceding sentence and the reinvestment rate will be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of the relevant periods to the nearest month. For purposes of calculating the reinvestment rate, the most recent statistical release published prior to the date of determination of the make-whole amount will be used. "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 establishes 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 determination, then such other reasonably comparable index which shall be designated by us. No sinking fund will be established for the benefit of the senior debentures. LIMITATIONS ON LIENS The covenant we describe below is the only restrictive covenant that applies to the senior debentures. If we issue additional series of securities under the indenture in the future, those series may or may not have different covenants. Most obligations we have under the indenture and the senior debentures are subject to termination if we exercise our defeasance rights, which we describe below under "Defeasance." The indenture provides generally that, as long as any securities of any series to which this limitation applies, including the senior debentures, remain outstanding, we will not, and will not permit any of our subsidiaries to, create or allow to be created or to exist any lien on any of our properties or assets to secure any indebtedness, without making effective a provision that makes the senior debentures and the other securities of any series to which this limitation applies equally and ratably secured with or prior to all such indebtedness and with any other indebtedness that is also entitled to be equally secured. This restriction does not apply to or prevent the creation or existence of: - the indentures and deeds of trust securing our first mortgage bonds or collateral bonds; - liens on property that existed when we acquired or built the property or were created within one year after that time; - liens on property that secure payment of all or a part of the purchase price or construction cost of the property, including the extension of any such liens to repairs or improvements made on the property; - any extensions, renewals or replacements of liens permitted by the above-listed items; - the pledge of any bonds or other securities at any time issued under any of the liens permitted by the above-listed items; or 8 10 - "Permitted Liens," which include, among several other things: # the pledge or assignment in the ordinary course of business of electricity, gas or steam accounts receivable or customers' installment paper; and # liens not otherwise permitted if, at the time we incur the lien and after giving effect to the lien, the aggregate of all obligations secured by the lien does not exceed 10% of our tangible net worth, as defined in the indenture. This restriction does not limit our ability to enter into sale and leaseback transactions with respect to any of our property. Also, this restriction will not apply to or prevent the creation or existence of leases we enter into, or existing on property we acquire, in the ordinary course of our business. CONSOLIDATIONS, MERGERS AND PURCHASES OF ASSETS The indenture also provides that we will not consolidate with or merge into any other corporation, or sell all or substantially all of our assets to any other person unless: - the continuing corporation or the purchaser of assets, as the case may be, will be an entity organized and existing under the laws of the United States, any state or the District of Columbia, and the entity will expressly assume the payment of the principal of and interest on all the securities issued under the indenture and the performance and observance of all of our covenants and conditions under the indenture by executing a supplemental indenture satisfactory to the trustee; - the entity will not, immediately after the consolidation, merger or sale of assets, be in default in the performance of any covenant or condition of the indenture; and - after giving effect to the transaction, no event which, after notice or lapse of time, would become a default under the indenture will have occurred or be continuing. The indenture further provides that our successor will be substituted for us, after which all of our obligations under the indenture and our obligations with respect to the senior debentures will terminate. Because we will be the surviving corporation in the proposed merger with Interstate Power Company, the above provision will not apply to that merger. DEFAULTS AND REMEDIES Each of the following will be an event of default with respect to the senior debentures: - default for 60 days in the payment of any interest on the senior debentures; - default for 10 days in the payment of principal of the senior debentures; - default in the performance of any of our other agreements in the indenture and the default continues for 60 days after we receive notice of the default from the trustee or the holders of at least 33% in principal amount of the senior debentures; or - specified events in bankruptcy, insolvency or reorganization. If an event of default with respect to the senior debentures occurs and is continuing, then either the trustee or the holders of at least 33% in principal amount of the senior debentures can declare the principal of, and all unpaid interest on, the senior debentures to be immediately due and payable. The trustee can require that it be indemnified before it enforces the indenture or the senior debentures. Subject to some limitations, holders of a majority in principal amount of the senior debentures can direct the trustee in its exercise of any trust or power. The trustee does not have to give you notice of any continuing default, except a default in payment of principal or interest, if it in good faith determines that withholding notice is in your interest. We are required to give the trustee a brief certificate certifying as to our compliance with all conditions and covenants under the indenture at least once a year. 9 11 The indenture does not have a cross-default provision. That means that if we default on any other debt, that default will not constitute an event of default under the indenture. A default on other series of securities under the indenture will not necessarily result in an event of default with respect to the senior debentures offered hereby. AMENDMENTS AND WAIVERS Waivers. The holders of not less than a majority in principal amount of the senior debentures can waive any existing default and its consequences under the senior debentures or the indenture. However, holders cannot waive a default in the payment of the principal of, or interest on, the senior debentures or a default in respect of a provision we describe in the paragraph that follows; these defaults cannot be modified or amended without the consent of each holder of the senior debentures. Amendments with Consent. With the consent of the holders of not less than a majority in aggregate principal amount of the senior debentures, we and the trustee can enter into supplemental indentures to amend or modify the indenture or the senior debentures, if those amendments do not affect any other series of securities we issued under the indenture. However, we cannot make modifications or amendments without the consent of all of the holders of the senior debentures if those amendments or modifications would: - change the stated maturity, reduce the principal amount of, or reduce the rate of interest on, the senior debentures; - change the coin or currency in which we must pay principal of, and interest on, the senior debentures; - impair the right to institute suit for the enforcement of any payment of principal of, or interest on, the senior debentures after the due date of the payment; - reduce the amount of senior debentures whose holders must consent to an amendment or waiver of the provisions of the indenture or the senior debentures; or - make certain modifications to any of the provisions we describe in this paragraph and in the paragraph immediately above. We cannot enter into supplemental indentures to amend or modify the indenture in ways that affect other series of securities we issued under the indenture without the consent of the holders of not less than a majority in aggregate principal amount of all securities issued under the indenture that will be affected by the amendment, voting together as one class. Furthermore, if any amendment or modification would have any of the effects described in the previous paragraph, and would affect more than one series of securities issued under the indenture, then we cannot make the amendment or modification without the consent of all of the holders of the securities issued under the indenture that would be affected by them. Amendments without Consent. We and the trustee can also enter into supplemental indentures to amend or modify the indenture or the senior debentures without the consent of any holders of the senior debentures. We can only do so if those amendments or modifications would have certain purposes, including: - showing that another person has succeeded us and assumed our obligations under the covenants of the indenture and the senior debentures; - adding to our covenants under the indenture for the benefit of all holders of securities under the indenture or surrender any right or power we have under the indenture; - adding to, changing or eliminating any of the provisions of the indenture in respect of the senior debentures, but only if the change does not adversely affect the rights of the holders of the securities under the indenture in any material respect; - establishing the form or terms of securities of any series; 10 12 - evidencing the appointment of a successor trustee or a change in any of the provisions of the indenture to facilitate administration by more than one trustee; or - making clarifying changes to ambiguous, incorrect or inconsistent language in the indenture or the senior debentures that do not adversely affect the rights of the holders of the securities under the indenture in any material respect. DEFEASANCE The indenture provides that we can at any time terminate almost all of our obligations with respect to the senior debentures and the indenture. We cannot, however, terminate some obligations, including our obligations to register the transfer or exchange of the senior debentures, replace mutilated, destroyed, lost or stolen senior debentures, to maintain agencies in respect of the senior debentures and hold moneys for payment in trust. If we desire to exercise our option to satisfy and discharge our obligations under the indenture (a defeasance), then we must deposit in trust with the trustee money or U.S. government obligations sufficient to pay the outstanding principal amount of the senior debentures as well as the interest on the senior debentures to maturity. We must also comply with some other conditions. In particular, we must obtain: - an opinion of tax counsel that the defeasance will not result in recognition of any gain or loss to holders of the senior debentures for federal income tax purposes; - an opinion of counsel that any U.S. government obligations that we deposit in trust meet the requirements of U.S. government obligations set forth in the indenture; and - an opinion of a nationally recognized independent public accountant to the effect that we have deposited with the trustee money or U.S. government obligations sufficient to pay the outstanding principal amount of the senior debentures as well as the interest on the senior debentures to maturity. When we refer to "U.S. government obligations," we refer to direct obligations of the United States of America which have the full faith and credit of the United States of America pledged for payment and which are not callable at the issuer's option, or certificates representing an ownership interest in those obligations. THE TRUSTEE Bank One Trust Company, National Association will act as trustee, registrar, transfer agent and paying agent for the senior debentures. We can remove the trustee with or without cause so long as no event which is, or after notice or lapse of time would become, an event of default shall have occurred and be continuing. We and certain of our affiliates maintain banking and other business relationships in the ordinary course of business with the trustee and its affiliates. In addition, the trustee and certain of its affiliates may serve as trustee for other securities issued by us or by our affiliates. To the extent provided in the indenture, the trustee will have a prior claim on amounts held by it under the indenture for the payment of its compensation and expenses and for the repayment of advances made by it to effect performance of some covenants in the indenture. BOOK-ENTRY DELIVERY AND SETTLEMENT We will issue the senior debentures in the form of one or more permanent global securities in definitive, fully registered form. The global securities will be deposited with or on behalf of The Depository Trust Company, referred to as DTC, and registered in the name of Cede & Co., as nominee of DTC, or 11 13 will remain in the custody of the trustee in accordance with the FAST Balance Certificate Agreement between DTC and the trustee. DTC has advised us that: - DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934; - DTC holds securities that its direct participants deposit with DTC and facilitates the settlement among direct participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in direct participants' accounts, thereby eliminating the need for physical movement of securities certificates; - direct participants include securities brokers and dealers, trust companies, clearing corporations and other organizations; - DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc.; - access to the DTC system is also available to indirect participants such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly; and - the rules applicable to DTC and its direct and indirect participants are on file with the SEC. We have provided the following descriptions of the operations and procedures of DTC solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to change by them from time to time. Neither we, the underwriters nor the trustee take any responsibility for these operations or procedures, and you are urged to contact DTC or its participants directly to discuss these matters. We expect that under procedures established by DTC: - upon deposit of the global securities with DTC or its custodian, DTC will credit on its internal system the accounts of direct participants designated by the underwriters with portions of the principal amounts of the global securities; and - ownership of the senior debentures will be shown on, and the transfer of ownership of the senior debentures will be effected only through, records maintained by DTC or its nominee, with respect to interests of direct participants, and the records of direct and indirect participants, with respect to interests of persons other than participants. The laws of some jurisdictions require that purchasers of securities take physical delivery of those securities in the form of a certificate. For that reason, it may not be possible to transfer interests in a global security to those persons. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through participants, the ability of a person having an interest in a global security to pledge or transfer that interest to persons or entities that do not participate in DTC's system, or otherwise to take actions in respect of that interest, may be affected by the lack of a physical definitive security in respect of that interest. So long as DTC or its nominee is the registered owner of a global security, DTC or that nominee will be considered the sole owner or holder of the senior debentures represented by that global security for all purposes under the indenture and under the senior debentures. Except as described below, owners of beneficial interests in a global security will not be entitled to have senior debentures represented by that global security registered in their names, will not receive or be entitled to receive the senior debentures in the form of a physical certificate and will not be considered the owners or holders of the senior debentures under the indenture or under the senior debentures, and may not be entitled to give the trustee directions, 12 14 instructions or approvals. For that reason, each holder owning a beneficial interest in a global security must rely on DTC's procedures and, if that holder is not a direct or indirect participant in DTC, on the procedures of the DTC participant through which that holder owns its interest, to exercise any rights of a holder of senior debentures under the indenture or the global security. Neither we nor the trustee will have any responsibility or liability for any aspect of DTC's records relating to the senior debentures or relating to payments made by DTC on account of the senior debentures, or any responsibility to maintain, supervise or review any of DTC's records relating to the senior debentures. We will make payments on the senior debentures represented by the global securities to DTC or its nominee, as the registered owner of the senior debentures. We expect that when DTC or its nominee receives any payment on the senior debentures represented by a global security, DTC will credit participants' accounts with payments in amounts proportionate to their beneficial interests in the global security as shown in DTC's records. We also expect that payments by DTC's participants to owners of beneficial interests in the global security held through those participants will be governed by standing instructions and customary practice as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. DTC's participants will be responsible for those payments. Payments on the senior debentures represented by the global securities will be made in immediately available funds. Transfers between participants in DTC will be made in accordance with DTC's rules and will be settled in immediately available funds. CERTIFICATED SENIOR DEBENTURES We will issue certificated senior debentures to each person that DTC identifies as the beneficial owner of senior debentures represented by the global securities upon surrender by DTC of the global securities only if: - DTC notifies us that it is no longer willing or able to act as a depository for the global securities, and we have not appointed a successor depository within 90 days of that notice; - an event of default with respect to the senior debentures has occurred and is continuing; or - we decide not to have the senior debentures represented by a global security. Neither we nor the trustee will be liable for any delay by DTC, its nominee or any direct or indirect participant in identifying the beneficial owners of the related senior debentures. We and the trustee may conclusively rely on, and will be protected in relying on, instructions from DTC or its nominee, including instructions about the registration and delivery, and the respective principal amounts, of the senior debentures to be issued. 13 15 UNDERWRITING We have entered into an underwriting agreement with the underwriters named below, for whom Legg Mason Wood Walker, Incorporated is acting as representative. Under the terms and subject to the conditions of the underwriting agreement, we have agreed to sell to each of the underwriters, and each of the underwriters has agreed to purchase, severally and not jointly, the principal amount of senior debentures shown opposite its name below:
PRINCIPAL UNDERWRITERS AMOUNT ------------ --------- 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 ============
Under the terms of the underwriting agreement, the underwriters must purchase all of the senior debentures if they purchase any of them. The underwriters will pay us the public offering price less the underwriting discount specified on the cover of this prospectus. We estimate that we will incur approximately $265,000 of expenses, not including the underwriting discount, in connection with the offering of the senior debentures. The underwriters plan to offer the senior debentures directly to retail purchasers at the public offering price and to some securities dealers at the public offering price less a selling concession of 0.40% of the principal amount of the senior debentures. The underwriters may allow, and these selected dealers may reallow, a concession that will not exceed 0.25% of the principal amount of the senior debentures on sales to other brokers and dealers. After the initial offering of the senior debentures to the public, the underwriters may change the public offering price and other selling terms. We have agreed to indemnify the underwriters against some liabilities, including liabilities under the Securities Act of 1933. The underwriters have advised us that one or more of them currently intend to make a market in the senior debentures. However, they are not obligated to do so and may discontinue making a market at any time without notice. We do not intend to list the senior debentures on any securities exchange or for quotation through any national quotation system. Accordingly, we cannot assure you that there will be adequate liquidity or an adequate trading market for the senior debentures. In connection with the offering of the senior debentures, the underwriters may engage in transactions that stabilize the price of the senior debentures. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the senior debentures. In general, the purchase of a security for the purpose of stabilization could cause the price of that security to be higher than it might otherwise be in the absence of those purchases. Neither we nor the underwriters make any representation or prediction as to the effect that transactions of the type described above may have on the price of the senior debentures. In addition, if the underwriters do engage in these types of transactions, they may discontinue them at any time without notice. It is expected that delivery of the senior debentures will be made against payment for the senior debentures on or about March 12, 2001, which is the fourth business day following the date of this prospectus. We refer to this settlement cycle as T+4. Purchasers of the senior debentures should note that trading of the senior debentures on the date of this prospectus may be affected by the T+4 settlement. 14 16 WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports and proxy statements and other information with the SEC. You may read and copy any document which we file at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C., and at regional SEC offices in Chicago, Illinois and New York, New York. You can also find our public filings with the SEC on the internet at a web site maintained by the SEC located at http://www.sec.gov. We are "incorporating by reference" specified documents that we file with the SEC, which contain important business and financial information not included in or delivered with this prospectus. "Incorporating by reference" means: - incorporated documents are considered part of this prospectus; - we are disclosing important information to you by referring you to those documents; and - information we file with the SEC will automatically update and supersede information contained in this prospectus. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and before the completion of the offering: - our Annual Report on Form 10-K for the year ended December 31, 1999; - our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000; - our Proxy Statement/Prospectus included in our Registration Statement on Form S-4/A filed with the SEC on February 12, 2001, which became effective on February 13, 2001; and - our Current Report on Form 8-K dated February 20, 2001 as amended by our Current Report on Form 8-K/A dated March 1, 2001. YOU MAY REQUEST A COPY OF ANY OF THESE FILINGS (INCLUDING EXHIBITS), AT NO COST, BY WRITING TO EDWARD M. GLEASON, VICE PRESIDENT - TREASURER AND CORPORATE SECRETARY, IES UTILITIES INC., 222 WEST WASHINGTON AVENUE, MADISON, WISCONSIN 53703, OR BY CALLING MR. GLEASON AT (608) 252-3311. FORWARD-LOOKING STATEMENTS This prospectus (including the information we incorporate by reference) contains forward-looking statements that are not of historical fact and are statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. From time to time, we may make other forward-looking statements within the meaning of the federal securities laws that involve judgments, assumptions and other uncertainties beyond our control. These forward-looking statements may include, among others, statements concerning revenue and cost trends, cost recovery, cost reduction strategies and anticipated outcomes, pricing strategies, changes in the utility industry, planned capital expenditures, financing needs and availability, statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar comments concerning matters that are not historical facts. You are cautioned that these statements are not a guarantee of future performance and that these forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, these statements. Some, but not all, of the risks and uncertainties include: - weather effects on sales and revenues; - competitive factors; - general economic conditions in the relevant service territory; 15 17 - federal and state regulatory or government actions, including issues associated with the deregulation of the utility industry and the setting of rates; - unanticipated construction and acquisition expenditures; - issues related to stranded costs and their recovery; - unanticipated issues related to the supply of purchased electricity and price thereof; - the operations of our nuclear facility; - unanticipated costs associated with certain environmental remediation efforts we are undertaking; - technological developments; - employee workforce factors, including changes in key executives, collective bargaining agreements or work stoppages; and - changes in the rate of inflation. LEGAL OPINIONS Kent M. Ragsdale, our Managing Attorney, and Foley & Lardner, Milwaukee, Wisconsin, will issue opinions with respect to the legality of the senior debentures and certain other legal matters with respect to the senior debentures. Pillsbury Winthrop LLP, New York, New York, will issue an opinion to the underwriters about certain legal matters with respect to the senior debentures. Foley & Lardner and Pillsbury Winthrop LLP will rely on the opinion of Mr. Ragsdale for all matters pertaining to Iowa corporate law. EXPERTS Our financial statements and schedules at December 31, 1999 and 1998 and for each of the three years in the period ending December 31, 1999 and the financial statements and schedules of Interstate Power Company at December 31, 1999 and 1998 and for each of the two years in the period ending December 31, 1999 incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. The financial statements and schedules of Interstate Power Company for the year ending December 31, 1997 incorporated by reference in this prospectus and elsewhere in this registration statement have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 16 18 - ------------------------------------------------------ - ------------------------------------------------------ YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH DIFFERENT INFORMATION. THIS PROSPECTUS MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. YOU SHOULD ASSUME THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IS ACCURATE AS OF THE DATE ON THE FRONT COVER OF THIS PROSPECTUS ONLY. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE. --------------------- TABLE OF CONTENTS
PAGE ---- IES Utilities Inc. ................... 1 Use of Proceeds....................... 4 Capitalization........................ 4 Summary Financial Information......... 5 Ratios of Earnings to Fixed Charges... 6 Description of the Senior Debentures.......................... 7 Underwriting.......................... 14 Where You Can Find More Information... 15 Forward-Looking Statements............ 15 Legal Opinions........................ 16 Experts............................... 16
- ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ $200,000,000 [ALLIANT LOGO] IES UTILITIES INC. 6 3/4% SERIES B SENIOR DEBENTURES DUE 2011 -------------------- PROSPECTUS -------------------- MARCH 6, 2001 LEGG MASON WOOD WALKER INCORPORATED MERRILL LYNCH & CO. ROBERT W. BAIRD & CO. UTENDAHL CAPITAL PARTNERS, L.P. WACHOVIA SECURITIES, INC. - ------------------------------------------------------ - ------------------------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----