As filed October 25, 2002)
File No. 70-10052
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POS AMC
Post-Effective Amendment No. 3
(Amendment No. 5)
to
FORM U-1
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
ALLIANT ENERGY CORPORATION
ALLIANT ENERGY CORPORATE SERVICES, INC.
ALLIANT ENERGY RESOURCES, INC.
ENERGYS, INC.
ALLIANT ENERGY GENERATION, INC.
HEARTLAND PROPERTIES, INC.
CAPITAL SQUARE FINANCIAL CORPORATION
HEARTLAND ENERGY GROUP, INC.
HEARTLAND ENERGY SERVICES, INC.
4902 N. Biltmore Lane
Madison, Wisconsin 53718
INTERSTATE POWER AND LIGHT COMPANY
ALLIANT ENERGY TRANSPORTATION, INC.
ALLIANT ENERGY INVESTMENTS, INC.
IOWA LAND AND BUILDING COMPANY
ALLIANT ENERGY INTERNATIONAL, INC.
ALLIANT ENERGY INTEGRATED SERVICES COMPANY
ALLIANT ENERGY INTEGRATED SERVICES-ENERGY MANAGEMENT LLC
ALLIANT ENERGY INTEGRATED SERVICES-ENERGY SOLUTIONS LLC
IOWA LAND AND BUILDING COMPANY
PRAIRIE RIDGE BUSINESS PARK, L.C.
TRANSFER SERVICES, INC.
WILLIAMS BULK TRANSFER INC.
Alliant Tower
200 First Street S.E.
Cedar Rapids, Iowa 52401
ALLIANT ENERGY FIELD SERVICES, LLC
5033 A Tangle Lane
Houston, Texas 77056
CEDAR RAPIDS AND IOWA CITY RAILWAY COMPANY
2330 12th Street, SW
Cedar Rapids, Iowa 52404
COGENEX CORPORATION
Boott Mills South, 100 Foot of John St.
Lowell, Massachusetts 01852
ENERGY PERFORMANCE SERVICES, INC.
INDUSTRIAL ENERGY APPLICATIONS, INC.
201 Third Avenue SE, Suite 300
Cedar Rapids, Iowa 52406
IEI BARGE SERVICES, INC.
18525 Hwy 20 West
East Dubuque, Illinois 61025
INDUSTRIAL ENERGY APPLICATIONS DELAWARE INC.
5925 Dry Creek Lane, NE
Cedar Rapids, Iowa 52402
RMT, INC.
744 Heartland Trail
Madison, Wisconsin 53717
SCHEDIN & ASSOCIATES, INC.
920 Plymouth Building
12 South Sixth Street
Minneapolis, Minnesota 55401
SVBK CONSULTING GROUP, INC.
37 N. Orange Ave., Suite 710
Orlando, Florida 32801
WHITING PETROLEUM CORPORATION
Mile High Center, Suite 2300
1700 Broadway
Denver, Colorado 80290
(Names of companies filing this statement and addresses of principal
executive offices)
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ALLIANT ENERGY CORPORATION
(Name of top registered holding company parent)
----------------------------------------------------
F. J. Buri, Corporate Secretary
Alliant Energy Corporation
4902 N. Biltmore Lane
Madison, Wisconsin 53718
(Name and address of agent for service)
----------------------------------------------------
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application or Declaration to:
Barbara J. Swan, General Counsel William T. Baker, Jr., Esq.
Alliant Energy Corporation Thelen Reid & Priest LLP
4902 N. Biltmore Lane 40 West 57th Street
Madison, Wisconsin 53718 New York, New York 10019
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ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
-----------------------------------
A. Background. By order dated June 21, 2002 (Holding Co. Act Release
No. 27542) (the "Prior Order"), Alliant Energy Corporation ("Alliant Energy"), a
registered holding company, and certain of its public utility and non-utility
subsidiaries were authorized under the Public Utility Holding Company Act of
1935 (the "Act") to restate, modify and extend the authorization previously
granted by the Commission to operate and fund separate money pools established
by Alliant Energy for certain of its public utility subsidiaries and Alliant
Energy Corporate Services, Inc. (the "Utility Money Pool") and for certain of
its direct and indirect non-utility subsidiaries (the "Non-Utility Money Pool"),
and, to the extent required, for participating subsidiaries to borrow from and
extend credit to each other under the terms of the Utility Money Pool or
Non-Utility Money Pool, as applicable. In addition, Alliant Energy was
authorized to issue and sell from time to time through December 31, 2004 (the
"Authorization Period") commercial paper and/or unsecured notes evidencing
short-term borrowings from banks or other institutional lenders ("Short-term
Debt") in an aggregate amount at any time outstanding not to exceed $1 billion.
Under the Prior Order, as supplemented by order dated October 10, 2002 (Holding
Co. Act Release No. 27575), the Commission also authorized Interstate Power and
Light Company ("IP&L"), a wholly-owned public utility subsidiary of Alliant
Energy, to issue and sell from time to time during the Authorization Period
Short-term Debt in an aggregate principal amount at any time outstanding which,
when added to any borrowings by IP&L under the Utility Money Pool, will not
exceed the lesser of the limit set by the Minnesota Public Utilities Commission
("MPUC") from time to time ($180 million through March 31, 2003) or $300
million.
Among other conditions and limitations imposed under the Prior Order,
the effective cost of money on all Short-term Debt issued by Alliant Energy and
IP&L may not exceed at the time of issuance 300 basis points over the London
Interbank Offered Rate ("LIBOR") for maturities of one year or less. Both
Alliant Energy and IP&L currently maintain commercial paper programs that are
back-stopped by 364-day credit facilities with banks. If, for any reason,
Alliant Energy or IP&L were unable to issue commercial paper, they would be able
to borrow under the bank lines. The interest rates charged on borrowings under
these agreements are a function of the current ratings on Alliant Energy's or
IP&L's long-term unsecured debt, as the case may be; that is, if long-term debt
ratings decline, the interest rate on borrowings under these credit lines would
increase. (The interest rates charged to Alliant Energy will depend on the debt
rating of Alliant Energy Resources, Inc. for a limited period of time, which is
not expected to exceed ninety days, until Alliant Energy itself obtains a
rating).
Although the effective cost of funds for rated commercial paper remains
low, since the date of the Prior Order, spreads over LIBOR on unsecured
short-term bank borrowings have widened significantly, with the result that the
authorized 300 basis-point spread over LIBOR could limit Alliant Energy's and
IP&L's ability to borrow under back-up credit lines if and when the need should
arise. In this regard, in recent orders, the Commission has authorized certain
other registered holding companies to issue short-term debt having at an
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effective cost equal to the greater of 500 basis points over LIBOR or a gross
spread over LIBOR that is consistent with similar securities of comparable
credit quality and maturities issued by other companies.(1)
B. Requested Action. Alliant Energy and IP&L now request that the
Commission issue a further supplemental order in this proceeding modifying the
Prior Order in order to authorize Alliant Energy and IP&L to issue Short-term
Debt that has an effective cost that does not exceed at the time of issuance the
greater of (i) 500 basis points over comparable-term LIBOR or (ii) a gross
spread over LIBOR that is consistent with similar securities of comparable
credit quality and maturities issued by other companies.
Except as specified immediately above, no other changes or
modifications in the terms, conditions or limitations imposed under the Prior
Order are requested herein. Without limiting the foregoing, Alliant Energy
commits that it will maintain common equity as a percentage of its consolidated
capitalization (inclusive of Short-term Debt) at 30% or above during the
Authorization Period, and will also maintain common equity as a percentage of
capitalization of each of its public-utility subsidiaries at 30% or above during
the Authorization Period.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
------------------------------
The additional fees, commissions and expenses incurred or to be
incurred in connection with the filing of this Post-Effective Amendment are
estimated at not more than $2,000.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
-------------------------------
A. General. Sections 6(a) and 7 of the Act are applicable to proposed
modifications to the Prior Order requested by this Post-Effective Amendment.
B. Rule 53/54 Analysis. The proposed transactions are also subject to
the requirements of Rules 53 and 54. Under Rule 53, in determining whether to
approve the issue or sale of any security (including any guarantee) by a
registered holding company for the purpose of financing the acquisition of any
EWG, the Commission may not make certain adverse findings under Sections 7 and
12 of the Act if the conditions set forth in paragraphs (a), (b) and (c) of
Rule 53 are satisfied. Rule 54 provides that in determining whether to approve
the issue or sale of a security by a registered holding company for purposes
other than the acquisition of an EWG or FUCO, or other transactions by such
registered holding company or its subsidiaries other than with respect to EWGs
or FUCOs, the Commission shall not consider the effect of the capitalization or
-------------------
1 See e.g., Reliant Energy, Inc., et al., Holding Co. Act Release No. 27548
(July 5, 2002) and Pepco Holdings Inc., et al., Holding Co. Act Release
No. 27557 (July 31, 2002). Each company is authorized to issue
short-term debt having an effective cost not to exceed the greater of (i)
500 basis points over comparable-term LIBOR or (ii) a gross spread over
LIBOR that is consistent with similar securities of comparable credit
quality and maturities issued by other companies.
5
earnings of any subsidiary which is an EWG or a FUCO upon the registered holding
company if paragraphs (a), (b) and (c) of Rule 53 are satisfied.
Alliant Energy currently does not meet all of the conditions of
Rule 53(a). As of June 30, 2002, Alliant Energy's "aggregate investment," as
defined in Rule 53(a)(1), in EWGs and FUCOs was approximately $537 million, or
approximately 67% of Alliant Energy's average "consolidated retained earnings,"
also as defined in Rule 53(a)(1), for the four quarters ended June 30, 2002
($801 million), which exceeds the 50% "safe harbor" limitation contained in
Rule 53(a). However, by order dated October 3, 2001 (Holding Co. Act Release
No. 27448), the Commission has authorized Alliant Energy to increase its
"aggregate investment" in EWGs and FUCOs to an amount equal to 100% of Alliant
Energy's average "consolidated retained earnings." Therefore, although Alliant
Energy's "aggregate investment" in EWGs and FUCOs currently exceeds the 50%
"safe harbor" limitation, this investment level is permitted under the
October 3, 2001 order.
In any event, even taking into account the capitalization of and
earnings from EWGs and FUCOs in which Alliant Energy has an interest, there
would be no basis for withholding approval of the proposed transaction. With
regard to capitalization, since the issuance of the October 3, 2001 order, there
has been no material adverse impact on Alliant Energy's consolidated
capitalization resulting from Alliant Energy's investments in EWGs and FUCOs. At
June 30, 2002, Alliant Energy's consolidated capitalization consisted of 37.0%
common equity, 2.3% preferred stock, 54.3% long-term debt (including variable
rate demand bonds classified as current), and 6.4% short-term debt (including
current maturities of long-term debt), versus 36.3% common equity, 2.6%
preferred stock, 51.2% long-term debt (including variable rate demand bonds
classified as current), and 9.9% short-term debt (including current maturities
of long-term debt) at September 30, 2001 (the end of the quarter immediately
preceding the October 3, 2001 order).(2) These ratios are within acceptable
industry ranges. The proposed transactions will not have any material impact on
capitalization. Further, since the date of the October 3, 2001 order, there has
been no material change in Alliant Energy's level of earnings from EWGs and
FUCOs.
Alliant Energy satisfies all of the other conditions of paragraphs (a)
and (b) of Rule 53. With reference to Rule 53(a)(2), Alliant Energy maintains
books and records in conformity with, and otherwise adheres to, the requirements
thereof. With reference to Rule 53(a)(3), no more than 2% of the employees of
Alliant Energy's domestic public utility companies render services, at any one
time, directly or indirectly, to EWGs or FUCOs in which Alliant Energy directly
or indirectly holds an interest. With reference to Rule 53(a)(4), Alliant Energy
will continue to provide a copy of each application and certificate relating to
-------------------
2 The Prior Order, footnote 8, indicates that Alliant Energy's common equity
at September 30, 2001 represented 37.3% of consolidated capitalization. This
percentage was based upon a calculation provided by Alliant Energy that
inadvertently omitted certain items of short-term debt in consolidated
capitalization, with the result that common equity was overstated by 1%.
With all short-term debt included, Alliant Energy's common equity at
September 30, 2002 was 36.3% of consolidated capitalization.
6
EWGs and FUCOs and relevant portions of its Form U5S to each regulator referred
to therein, and will otherwise comply with the requirements thereof concerning
the furnishing of information. In addition, none of the adverse conditions
specified in Rule 53(b) exists.
ITEM 4. REGULATORY APPROVALS.
--------------------
The issuance of Short-term Debt by IP&L requires approval by the MPUC
as part of the MPUC's review of IP&L's capital structure. IP&L has obtained an
order from the MPUC approving, among other matters, issuance of Short-term Debt
by IP&L in an amount of up to $180 million through March 31, 2003 (previously
filed as Exhibit D-6). No other state commission and no federal commission,
other than this Commission, has jurisdiction over the proposed transaction.
ITEM 5. PROCEDURE.
---------
The Commission is requested to publish a notice under Rule 23 with
respect to the filing of this Post-Effective Amendment as soon as practicable.
The applicants request that the Commission's order be issued as soon as the
rules allow, and that there should not be a 30-day waiting period between
issuance of the Commission's order and the date on which the order is to become
effective. Th applicants waive a recommended decision by a hearing officer or
any other responsible officer of the Commission and consent that the Division of
Investment Management may assist in the preparation of the Commission's decision
and/or order, unless the Division opposes the matters proposed herein.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
A. ADDITIONAL EXHIBIT.
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G-1 - Form of Federal Register Notice.
B. ADDITIONAL FINANCIAL STATEMENTS.
-------------------------------
None.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
---------------------------------------
The matters that are the subject of this Post-Effective Amendment do
not involve a "major federal action," nor do they "significantly affect the
quality of the human environment" as those terms are used in section 102(2)(C)
of the National Environmental Policy Act. The transactions proposed herein will
not result in changes in the operation of the applicants that will have an
impact on the environment. The applicants are not aware of any federal agency
that has prepared or is preparing an environmental impact statement with respect
to the transactions that are the subject of this Post-Effective Amendment.
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SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this
Post-Effective Amendment filed herein to be signed on their behalf by the
undersigned thereunto duly authorized.
ALLIANT ENERGY CORPORATION
INTERSTATE POWER AND LIGHT COMPANY
ALLIANT ENERGY CORPORATE SERVICES, INC.
ALLIANT ENERGY RESOURCES, INC.
WILLIAMS BULK TRANSFER INC.
By: /s/ F. J. Buri
-----------
Name: F. J. Buri
Title: Corporate Secretary
ALLIANT ENERGY GENERATION, INC.
ALLIANT ENERGY INTEGRATED SERVICES COMPANY
ALLIANT ENERGY INTERNATIONAL, INC.
ALLIANT ENERGY INVESTMENTS, INC.
ALLIANT ENERGY TRANSPORTATION, INC.
COGENEX CORPORATION
ENERGY PERFORMANCE SERVICES, INC.
IOWA LAND AND BUILDING COMPANY
By: /s/ F. J. Buri
-----------
Name: F. J. Buri
Title: Secretary
(signatures continued on next page)
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CEDAR RAPIDS AND IOWA CITY RAILWAY COMPANY
ENERGYS, INC.
HEARTLAND ENERGY GROUP, INC.
HEARTLAND ENERGY SERVICES, INC.
IEI BARGE SERVICES, INC.
INDUSTRIAL ENERGY APPLICATIONS, INC.
INDUSTRIAL ENERGY APPLICATIONS DELAWARE
INC.
TRANSFER SERVICES, INC.
By: /s/ Thomas L. Hanson
-----------------
Name: Thomas L. Hanson
Title: Treasurer and Secretary
ALLIANT ENERGY FIELD SERVICES, LLC
By: /s/ Jim Overbey
------------
Name: Jim Overbey
Title: Manager
ALLIANT ENERGY INTEGRATED SERVICES-ENERGY
MANAGEMENT LLC
ALLIANT ENERGY INTEGRATED SERVICES-ENERGY
SOLUTIONS LLC
By: /s/ Charles Castine
----------------
Name: Charles Castine
Title: Manager
WHITING PETROLEUM CORPORATION
By: /s/ F. J. Buri
-----------
Name: F. J. Buri
Title: Assistant Secretary
RMT, INC.
By: /s/ Thomas L. Hanson
-----------------
Name: Thomas L. Hanson
Title: Assistant Treasurer
(signatures continued on next page)
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HEARTLAND PROPERTIES, INC.
CAPITAL SQUARE FINANCIAL CORPORATION
By: /s/ Ruth A. Domack
---------------
Name: Ruth A. Domack
Title: President
PRAIRIE RIDGE BUSINESS PARK, L.C.
BY: IOWA LAND AND BUILDING COMPANY,
A PARTNER
By: /s/ Thomas L. Aller
----------------
Name: Thomas L. Aller
Title: Vice President
SCHEDIN & ASSOCIATES, INC.
SVBK CONSULTING GROUP, INC.
By: /s/ Gregory A. Genin
-----------------
Name: Gregory A. Genin
Title: President
Date: October 25, 2002