-----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, I342V89kBqeP4uRRA8sYSlLijiC5he4ZaDWcHn85Tfp9AkpRYWGpNMbvPAWnRM3G yoSREUd099AzCz3tktDn7Q== 0000950120-04-000180.txt : 20040305 0000950120-04-000180.hdr.sgml : 20040305 20040305112449 ACCESSION NUMBER: 0000950120-04-000180 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANT ENERGY CORP CENTRAL INDEX KEY: 0000352541 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 391380265 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1 SEC ACT: 1935 Act SEC FILE NUMBER: 070-10207 FILM NUMBER: 04650858 BUSINESS ADDRESS: STREET 1: 4902 NORTH BILTMORE LANE STREET 2: PO BOX 77007 CITY: MADISON STATE: WI ZIP: 53707-1007 BUSINESS PHONE: 608-458-3314 MAIL ADDRESS: STREET 1: 4902 NORTH BILTMORE LANE STREET 2: PO BOX 77007 CITY: MADISON STATE: WI ZIP: 53707-1007 FORMER COMPANY: FORMER CONFORMED NAME: INTERSTATE ENERGY CORP DATE OF NAME CHANGE: 19980427 FORMER COMPANY: FORMER CONFORMED NAME: WPL HOLDINGS INC DATE OF NAME CHANGE: 19920703 U-1 1 d135741.txt FORM U-1 (As filed March 5, 2003) File No. 70-[___] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------------------------- FORM U-1 APPLICATION OR DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 -------------------------------------------------------- ALLIANT ENERGY CORPORATION 4902 N. Biltmore Lane Madison, Wisconsin 53718 (Name of company filing this statement and address of principal executive offices) ----------------------------------------------------- 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, Executive Vice President William T. Baker, Jr., Esq. and General Counsel Thelen Reid & Priest LLP Alliant Energy Corporation 875 Third Avenue 4902 N. Biltmore Lane New York, New York 10022 Madison, Wisconsin 53718 ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION. ----------------------------------- 1.1 Introduction. Alliant Energy Corporation ("Alliant Energy") is a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"). Its principal public-utility subsidiaries are Interstate Power and Light Company ("IP&L"), Wisconsin Power and Light Company ("WP&L"), and South Beloit Water, Gas and Electric Company (collectively, the "Utility Subsidiaries"). Together, the Utility Subsidiaries provide public-utility service to approximately 965,000 electric and 408,000 retail gas customers in parts of Wisconsin, Iowa, Minnesota, and Illinois. Alliant Energy also indirectly holds 25% of the common stock of ATC Management, Inc. and a 25% membership interest in American Transmission Company, LLC, which were formed to acquire, own and manage the Wisconsin transmission assets of Alliant Energy and certain other Wisconsin electric utility companies. Alliant Energy's direct non-utility subsidiaries include Alliant Energy Corporate Services, Inc., a subsidiary service company, and Alliant Energy Resources, Inc. ("AER"), which serves as the holding company for substantially all of Alliant Energy's non-utility investments and subsidiaries. AER owns five principal direct subsidiaries that are engaged, directly and indirectly through other subsidiaries, in (i) providing environmental consulting and engineering services, (ii) energy-related businesses, including, among others, the brokering and marketing of electricity and natural gas, gas supply and fuel management services, steam production and sale, and energy-management services, (iii) owning and/or operating "exempt wholesale generators" ("EWGs") and "foreign utility companies" ("FUCOs"), as defined in Sections 32 and 33, respectively, of the Act, (iv) rail transportation, and (v) management of investments in telecommunications. As of September 30, 2003, Alliant Energy's consolidated capitalization was as follows:
- -------------------------------------------------------------------------------- Common Equity $2,314,507,000 43.9% - -------------------------------------------------------------------------------- Preferred Equity $ 243,803,000 4.6% - -------------------------------------------------------------------------------- Long-term Debt* $2,350,943,000 44.6% - -------------------------------------------------------------------------------- Short-term Debt** $ 363,495,000 6.9% - -------------------------------------------------------------------------------- Total $5,272,748,000 100.00% - -------------------------------------------------------------------------------- * Includes variable rate demand bonds classified as current. ** Includes current portion of Long-term Debt.
1.2 Summary of Requested Approvals. In this Application/Declaration, Alliant Energy is seeking authorization to amend its Restated Articles of Incorporation, as amended ("Restated Articles"), to increase the number of authorized shares of common stock that it may issue from 200 million to 240 million, and to solicit shareholder consents in connection with such amendment for use at its annual shareholders' meeting ("Annual Meeting") scheduled for May 21, 2004 ("Proxy Solicitation"). -2- Alliant Energy is authorized under its Restated Articles (Exhibit A-1 hereto) to issue 200,000,000 shares of common stock, $0.01 par value per share. As of December 31, 2003, 110,962,910 shares were issued and outstanding. In addition, as of December 31, 2003, 1,914,047 shares of common stock were reserved for issuance under Alliant Energy's Shareowner Direct Plan, 2,433,182 shares were reserved for issuance under its Long-Term Equity Incentive Plan, 3,800,000 shares were reserved for issuance under its 2002 Equity Incentive Plan, 220,440 shares were reserved for issuance under its 401(k) Plan, and 59,665,290 shares were reserved for issuance under its Rights Agreement./1/ As a result, there are now only 21,004,131 authorized shares of Alliant Energy common stock that are not reserved and that may be issued for any future business purposes. Accordingly, Alliant Energy's Board of Directors has approved for submission to its shareowners at its 2004 Annual Meeting an amendment to the Restated Articles to increase the number of authorized shares of common stock from 200,000,000 to 240,000,000. The form of Articles of Amendment to the Restated Articles is filed herewith as Exhibit A-2. Alliant Energy anticipates that it will require in the future a greater number of authorized shares of common stock than is currently available under its Restated Articles to issue new equity to fund its capital expenditure program, including the recently announced domestic regulated generation build-out program./2/ However, Alliant Energy is not requesting any new or additional financing authority as part of this Application/Declaration./3/ 1.3The Proxy Solicitation. Alliant Energy requests authorization to solicit shareholder consents in connection with the proposed amendment to its Restated Articles at its Annual Meeting scheduled for May 21, 2004. The forms of notice of annual meeting, proxy statement, and proxy card are filed herewith as Exhibit - ---------- 1 The Commission authorized Alliant Energy (then named Interstate Energy Company) to implement a Rights Agreement by order dated January 15, 1999 in File No. 70-9401. See Interstate Energy Company, Holding Co. Act Release No. 26965. Under the Right Agreement, following a triggering event, the outstanding rights (subject to certain limitations) could be exercised by the holders thereof to purchase common stock of Alliant Energy having a value equal to two times the Purchase Price (as defined under the Rights Agreement). 2 In December 2003, Alliant Energy announced that it intends to add a diversified portfolio of approximately 1,600 megawatts nameplate generation in its service area between 2004 and 2010 at an estimated capital cost of $650 million. 3 By order dated October 3, 2001 in File No. 70-9891 (Holding Co. Act Release No. 27448), as modified by supplemental order dated December 17, 2002 (Holding Co. Act Release No. 27620), Alliant Energy is currently authorized to issue and sell equity and unsecured long-term debt securities from time to time through December 31, 2004 in an aggregate amount at any time outstanding not to exceed $1.5 billion, subject to various limitations and restrictions, and up to 8 million shares of common stock pursuant to its shareowner direct plan and pursuant to incentive compensation and stock-purchase plans maintained for its and its subsidiaries' officers and employees and non-management directors, as they may be amended or extended, and similar plans or plan funding arrangements hereafter adopted. Alliant Energy intends to file a separate application/declaration later in 2004 to restate and extend its financing authorization under the October 3, 2001 order, as previously modified. -3- B-1. To approve the proposed amendment to the Restated Articles, the number of votes cast in favor of the proposed amendment must exceed the number of votes cast against it at the Annual Meeting. ITEM 2. FEES, COMMISSIONS AND EXPENSES. ------------------------------ The total fees, commissions and expenses paid or incurred or to be paid or incurred in connection with the proposed transactions are estimated as follows: Attorneys fees and expenses $15,000 Other expenses of Proxy Solicitation $ 6,000 ------- Total $21,000 ITEM 3. APPLICABLE STATUTORY PROVISIONS. ------------------------------- 3.1 General. Sections 6(a) and 7 of the Act are applicable to the proposed amendment to the Restated Articles, and Section 12(e) of the Act and Rules 62 and 65 thereunder are applicable to the Proxy Solicitation. 3.2 Compliance with Rules 53 and 54. The proposed transaction is also subject to Section 32(h) of the Act and Rule 54 thereunder. Rule 54 provides that, in determining whether to approve any transaction that does not relate to an EWG or FUCO, as defined in Sections 32 and 33, respectively, the Commission shall not consider the effect of the capitalization or earnings of any subsidiary which is an EWG or FUCO upon the registered holding company system if paragraphs (a), (b) and (c) of Rule 53 are satisfied. Alliant Energy currently does not meet all of the conditions of Rule 53(a). As of September 30, 2003, Alliant Energy's "aggregate investment," as defined in Rule 53(a)(1), in EWGs and FUCOs was approximately $465.1 million, or approximately 60.9% of Alliant Energy's average "consolidated retained earnings," also as defined in Rule 53(a)(1), for the four quarters ended September 30, 2003 ($764.0 million). Although this exceeds the 50% "safe harbor" limitation contained in Rule 53(a), the Commission has authorized Alliant Energy under the October 3, 2001 order, note 3 above, to increase its "aggregate investment" in EWGs and FUCOs to an amount equal to 100% of Alliant Energy's average "consolidated retained earnings." Even if the Commission takes 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, Alliant Energy has experienced an increase in consolidated common stock equity since September 30, 2001, the end of the quarterly period immediately preceding the issuance of the October 3, 2001 order, due in part to the sale of certain non-regulated businesses (including Alliant Energy's FUCO investments in Australia, which was completed in late -4- April 2003, and the sale of Alliant Energy's affordable housing business, which was completed in mid-2003) and the application of the proceeds to retire debt; halving the targeted dividend on common stock from $2.00 per share to $1.00 per share; reducing anticipated capital expenditures in 2002 and 2003 (including no new investments in Brazil through 2003); completion of a public offering of 17,250,000 shares of common stock in July 2003, the net proceeds of which (approximately $318.4 million) were used to make capital contributions to IP&L and WP&L ; and implementation of other cost control measures./4/ As a result of the above completed and other completed and proposed asset sales, Alliant Energy expects to achieve aggregate debt reduction in excess of $800 million with a significant majority, if not all, expected to occur by the end of 2004. Finally, the proposed transaction will have no impact on Alliant Energy's consolidated capitalization. Since the issuance of the October 3, 2001 order, Alliant Energy has experienced a modest increase in its level of losses from its portfolio of FUCOs. As described in the Application/Declaration in File No. 70-9891, Alliant Energy's share of losses associated with its portfolio of FUCOs in fiscal year 2000 (the last fiscal year prior to issuance of the October 3, 2001 order) totaled approximately $17.7 million, after interest expense, taxes and currency transaction losses. In fiscal year 2001, Alliant Energy's share of losses totaled approximately $25.3 million./5/ Alliant Energy's losses on its Brazil investments were unexpectedly large in 2002, resulting primarily from the impact of a decline in currency translation rates, as well as from charges related to recovery of the impacts of electricity rationing in Brazil and other prior costs. Since then, energy demand has increased and several rate increases have been approved. 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 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 - ---------- 4 As noted in Item 1 above, at September 30, 2003, Alliant Energy's consolidated capitalization consisted of 43.9% common equity, 4.6% preferred stock, 44.6% long-term debt (including variable rate demand bonds classified as current), and 6.9% 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). 5 Source: Alliant Energy's Annual Report on Form U5S for the year ended December 31, 2001 (Alliant Energy's share only). -5- specified in Rule 53(b) exists./6/ ITEM 4. REGULATORY APPROVALS. -------------------- No state commission, and no federal commission, other than the Commission, has jurisdiction over the proposed transactions. ITEM 5. PROCEDURE. --------- The Commission is requested to publish a notice under Rule 23 with respect to the filing of this Application/Declaration as soon as practicable after the proxy statement with respect to the Proxy Solicitation has been declared effective under the Securities Exchange Act of 1934, as amended, and that such notice include an order authorizing commencement of the Proxy Solicitation. The Applicant requests that the Commission's order approving the proposed transaction 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. The Applicant hereby waives a recommended decision by a hearing officer or any other responsible officer of the Commission and consents to the assistance of the Division of Investment Management 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. EXHIBITS. -------- A-1 Restated Articles of Incorporation of Alliant Energy, as amended (incorporated by reference to Exhibit 3.2 to Alliant Energy's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, File No. 1-9894). A-2 Form of Articles of Amendment to Restated Articles of Incorporation of Alliant Energy. B-1 Forms of Notice of Annual Meeting, Proxy Statement and Proxy Card (incorporated by reference to Schedule 14A/Preliminary Proxy Statement, to be filed on March 12, 2004, in File No. 1-9894). C None D None. E None. - ---------- 6 With regard to Rule 53(b)(3), operating losses on Alliant Energy's investments in EWGs and FUCOs were less than 5% of consolidated retained earnings in 2002. -6- F Opinion of Counsel (to be filed by amendment). G Proposed Form of Federal Register Notice. B. FINANCIAL STATEMENTS. -------------------- 1.1 Balance Sheet of Alliant Energy and consolidated subsidiaries, as of December 31, 2002 (incorporated by reference to the Annual Report on Form 10-K of Alliant Energy for the year ended December 31, 2002) (File No. 1-9894). 1.2 Statements of Income of Alliant Energy and consolidated subsidiaries for the twelve months ended December 31, 2002 (incorporated by reference to the Annual Report on Form 10-K of Alliant Energy for the period ended December 31, 2002) (File No. 1-9894). 1.3 Balance Sheet of Alliant Energy and consolidated subsidiaries, as of September 30, 2003 (incorporated by reference to the Quarterly Report on Form 10-Q of Alliant Energy for the period ended September 30, 2003) (File No. 1-9894). 1.4 Statements of Income of Alliant Energy and consolidated subsidiaries for the twelve months ended September 30, 2003 (incorporated by reference to the Quarterly Report on Form 10-Q of Alliant Energy for the period ended September 30, 2003) (File No. 1-9894). ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS. --------------------------------------- The matters that are the subject of this Application/Declaration 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 transaction that is the subject of this Application/Declaration will not result in changes in the operation of the Applicant that will have an impact on the environment. The Applicant is not aware of any federal agency that has prepared or is preparing an environmental impact statement with respect to the transactions that are the subject of this Application/Declaration. -7- SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned company has duly caused this Application/Declaration filed herein to be signed on its behalf by the undersigned thereunto duly authorized. ALLIANT ENERGY CORPORATION By: /s/ F. J. Buri ---------- Name: F. J. Buri Title: Corporate Secretary Date: March 5, 2003 -8- EX-99 3 e163206.txt EX. A-2 - FORM OF ARTICLES OF AMENDMENT EXHIBIT A-2 ARTICLES OF AMENDMENT TO RESTATED ARTICLES OF INCORPORATION OF ALLIANT ENERGY CORPORATION 1. The name of the corporation is Alliant Energy Corporation. 2. Article IV of the corporation's Restated Articles of Incorporation is hereby amended in its entirety to provide as follows: The corporation shall have authority to issue two hundred forty million (240,000,000) shares of common stock, $.01 par value. 3. The foregoing amendment to Article IV of the corporation's Restated Articles of Incorporation was submitted to the corporation's shareowners by the Board of Directors of the corporation and was adopted by such shareowners on May 21, 2004, in accordance with Section 180.1003 of the Wisconsin Business Corporation Law. 4. Article VI of the corporation's Restated Articles of Incorporation is hereby amended in its entirety to provide as follows: The address of the registered office of the corporation is 4902 North Biltmore Lane, P. O. Box 77007, Madison, Wisconsin 53707-1007, and the name of the registered agent of the corporation at such address is F. J. Buri. 5. The foregoing amendment to Article VI of the corporation's Restated Articles of Incorporation was adopted by the Board of Directors of the corporation on January 28, 2004, in accordance with Section 180.1002 of the Wisconsin Business Corporation Law. Executed on behalf of the corporation as of this 21st day of May, 2004. ------------------------------ F. J. Buri Corporate Secretary - ---------- This instrument was drafted by, and should be returned to, John K. Wilson of the firm of Foley & Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-5306. EX-99 4 e163162.txt EX. G - PROPOSED FORM OF FEDERAL REGISTER NOTICE Exhibit G PROPOSED FORM OF FEDERAL REGISTER NOTICE SECURITIES AND EXCHANGE COMMISSION (Release No. 35-_____) Filings under the Public Utility Holding Company Act of 1935, as amended ("Act") March __, 2004 Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated thereunder. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendments thereto is/are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by April __, 2004 to the Secretary, Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) as specified below. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. Any request for hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After April __, 2004, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective. * * * * * * ALLIANT ENERGY CORPORATION (70-[___]) - -------------------------- Notice of Proposed Amendment to Restated Articles of Incorporation of Registered - -------------------------------------------------------------------------------- Holding Company; Order Authorizing Solicitation of Proxies - ---------------------------------------------------------- Alliant Energy Corporation ("Alliant Energy"), a registered holding company whose principal business address is at 4902 N. Biltmore Lane, Madison, Wisconsin 53718, has filed an application/declaration with the Commission in this proceeding pursuant to Sections 6(a), 7 and 12(e) of the Act and Rules 62 and 65 promulgated thereunder. Alliant Energy's principal public-utility subsidiaries are Interstate Power and Light Company, Wisconsin Power and Light Company, and South Beloit Water, Gas and Electric Company (collectively, the "Utility Subsidiaries"). Together, the Utility Subsidiaries provide public-utility service to approximately 965,000 electric and 408,000 retail gas customers in parts of Wisconsin, Iowa, Minnesota, and Illinois. Alliant Energy also indirectly holds 25% of the common stock of ATC Management, Inc. and a 25% membership interest in American Transmission Company, LLC, which were formed to acquire, own and manage the Wisconsin transmission assets of Alliant Energy and certain other Wisconsin electric utility companies. Alliant Energy's direct non-utility subsidiaries include Alliant Energy Corporate Services, Inc., a subsidiary service company, and Alliant Energy Resources, Inc. ("AER"), which serves as the holding company for substantially all of Alliant Energy's non-utility investments and subsidiaries. AER owns five principal direct subsidiaries that are engaged, directly and indirectly through other subsidiaries, in (i) providing environmental consulting and engineering services, (ii) energy-related businesses, including, among others, the brokering and marketing of electricity and natural gas, gas supply and fuel management services, steam production and sale, and energy-management services, (iii) owning and/or operating "exempt wholesale generators" and "foreign utility companies," as defined in Sections 32 and 33, respectively, of the Act, (iv) rail transportation, and (v) management of investments in telecommunications. Alliant Energy is seeking authorization to amend its Restated Articles of Incorporation, as amended ("Restated Articles"), to increase the number of authorized shares of common stock that it may issue from 200 million to 240 million, and to solicit shareholder consents in connection with such amendment for use at its annual shareholders' meeting ("Annual Meeting") scheduled for May 21, 2004 ("Proxy Solicitation"). Alliant Energy states that it is currently authorized under its Restated Articles to issue 200,000,000 shares of common stock, $0.01 par value per share. As of December 31, 2003, 110,962,910 shares were issued and outstanding, and another 68,032,959 shares were reserved for issuance under various plans maintained for shareholders and employees and under Alliant Energy's Rights Agreement,/1/ leaving only 21,004,131 authorized shares of Alliant Energy common stock that are not reserved and that may be issued for any future business purposes. Accordingly, Alliant Energy's Board of Directors has approved for submission to its shareowners at its 2004 Annual Meeting an amendment to the Restated Articles to increase the number of authorized shares of common stock from 200,000,000 to 240,000,000. Alliant Energy states that that it will require in the future a greater number of authorized shares of common stock than is currently available under its Restated Articles to issue new equity to fund its capital expenditure program, including the recently announced domestic regulated generation build-out program./2/ - ---------- 1 The Commission authorized Alliant Energy (then named Interstate Energy Company) to implement a Rights Agreement by order dated January 15, 1999 in File No. 70-9401. See Interstate Energy Company, Holding Co. Act Release No. 26965. Under the Right Agreement, following a triggering event, the outstanding rights (subject to certain limitations) could be exercised by the holders thereof to purchase common stock of Alliant Energy having a value equal to two times the Purchase Price (as defined under the Rights Agreement). 2 In December 2003, Alliant Energy announced that it intends to add a diversified portfolio of approximately 1,600 megawatts nameplate generation in its service area between 2004 and 2010 at an estimated capital cost of $650 million. 2 Alliant Energy further requests authorization to solicit shareholder consents in connection with the proposed amendment to its Restated Articles at its Annual Meeting scheduled for May 21, 2004. In connection with the Proxy Solicitation, Alliant Energy has filed a preliminary proxy statement under the Securities Exchange Act of 1934, as amended. Alliant Energy states that, to approve the proposed amendment to the Restated Articles, the number of votes cast in favor of the proposed amendment must exceed the number of votes cast against it at the Annual Meeting. It is stated that the total fees, commissions and expenses paid or incurred or to be paid or incurred in connection with the proposed transactions are estimated at $21,000. It is stated that no state commission and no federal commission, other than this Commission, has jurisdiction over the proposed transactions. It appears that the application/declaration, to the extent that it relates to the proposed Proxy Solicitation, should be permitted to become effective forthwith pursuant to Rule 62. IT IS ORDERED, THEREFORE, that the application/declaration, to the extent that it relates to the proposed Proxy Solicitation be, and it hereby is, permitted to become effective forthwith pursuant to Rule 62, and subject to the terms and conditions prescribed in Rule 24 under the Act. For the Commission, by the Division of Investment Management, pursuant to delegated authority. 3 -----END PRIVACY-ENHANCED MESSAGE-----